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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMEXHIBIT 23We hereby consent to the incorporation by reference in:• the Registration Statements on Form S-3 (Nos. 333-149573; 333-51462; and 333-55721);• the Registration Statements on Form S-4 (No. 333-52722);• the Registration Statements on Form S-8 (Nos. 333-143402; 333-128691; 333-103869;333-100801; 333-57682; 333-89517; 333-83377; 333-70035; 333-48171; 033-62593; and033-53397); and• the Post-Effective Amendments on Form S-8 (Nos. 333-57682 and 333-89517)of Franklin Resources, Inc. of our report dated November 24, 2009 relating to the financial statements andthe effectiveness of internal control over financial reporting, which appears in this Form 10-K./s/ PricewaterhouseCoopers LLPSan Francisco, CaliforniaNovember 24, 2009128
EXHIBIT 31.1CERTIFICATIONI, Gregory E. Johnson, certify that:1. I have reviewed this annual report on Form 10-K of Franklin Resources, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:a. Designed such disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;b. Designed such internal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controls and procedures, as ofthe end of the period covered by this report based on such evaluation; andd. Disclosed in this report any change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter inthe case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalent functions):a. All significant deficiencies and material weaknesses in the design or operation of internal controlover financial reporting which are reasonably likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; andb. Any fraud, whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.Date: November 24, 2009 /s/ GREGORY E. JOHNSON129Gregory E. JohnsonPresident and Chief Executive Officer
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G A I N F R O M O U R P E R S P E C
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Letter to StockholdersGregory E. Jo
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LETTER TO STOCKHOLDERSHaving announ
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Directors and OfficersDirectorsChar
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Performance GraphThe following perf
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(MARK ONE)UNITED STATESSECURITIES A
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operational and other services requ
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A. Assets Under Management (“AUM
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60 days. If agreements representing
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Similar arrangements exist with the
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We generally operate our institutio
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Franklin Templeton Variable Insuran
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CATEGORY(and approximate amount of
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The following table sets forth the
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Korea; the Commission de Surveillan
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COMPETITIONThe financial services i
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or other efforts successfully stabi
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and, consequently, we are incurring
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such as information, systems and te
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like our business, is based in part
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orrowing costs and limit our access
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director of various subsidiaries of
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PART IIItem 5. Market for Registran
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OverviewWe are a global investment
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Net income decreased in fiscal year
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Investment Management Fee RateThe f
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accounts closed in a calendar year
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Information Systems, Technology and
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Our investments in sponsored invest
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At September 30, 2009, we had $355.
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Off-Balance Sheet ArrangementsAs of
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The fair value of retained subordin
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Indefinite-lived intangible assets
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the position will be sustained upon
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Selected Quarterly Financial Data (
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The following is a summary of the e
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Item 8.Financial Statements and Sup
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REPORT OF INDEPENDENT REGISTERED PU
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CONSOLIDATED BALANCE SHEETS(dollars
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CONSOLIDATED STATEMENTS OF STOCKHOL
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CONSOLIDATED STATEMENTS OF CASH FLO
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Fair Value Measurements. The Compan
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Company held interest-rate swap agr
Page 88 and 89: not performed. If the carrying valu
Page 90 and 91: Accumulated Other Comprehensive Inc
Page 92 and 93: acquisition cost was allocated to t
Page 94 and 95: FHLB borrowings and amounts availab
Page 96 and 97: The Company recognized other-than-t
Page 98 and 99: The changes in Level 3 assets measu
Page 100 and 101: Changes in the allowance for loan l
Page 102 and 103: Company sold retained subordinated
Page 104 and 105: Certain of the goodwill and intangi
Page 106 and 107: At September 30, 2009, maturities o
Page 108 and 109: The components of the net deferred
Page 110 and 111: At September 30, 2009, the banking/
Page 112 and 113: Total assets under management of in
Page 114 and 115: Stock OptionsThe following table su
Page 116 and 117: The following tables summarize info
Page 118 and 119: Operating revenues of the banking/f
Page 120 and 121: minimum Tier 1 and Total risk-based
Page 122 and 123: PART IIIItem 10. Directors, Executi
Page 124 and 125: Item 15.(a)(1)(a)(2)(a)(3)PART IVEx
Page 126 and 127: Exhibit No.Description10.17 Represe
Page 128 and 129: Exhibit No.Description12 Computatio
Page 130 and 131: Exhibit No.DescriptionEXHIBIT INDEX
Page 132 and 133: Exhibit No.Description10.22 Amendme
Page 134 and 135: (dollars in thousands)COMPUTATION O
Page 136 and 137: NameState or Nation ofIncorporation
Page 140 and 141: EXHIBIT 31.2CERTIFICATIONI, Kenneth
Page 142 and 143: CERTIFICATION PURSUANT TO 18 U.S.C.
Page 144: One Franklin ParkwaySan Mateo, CA 9
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