SEC Division of Corporation Finance no-action letter: Franklin Resources, Inc.

Stradley Ronon Stevens & Young, LLP
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Washington, DC 20006-1871
Telephone 202.822.9611
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4395555v.2
VIA E-MAIL
Chief, Office of Enforcement Liaison
Division of Corporation Finance
United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: In the Matter of Franklin Templeton Investments Corp. Franklin Resources, Inc. – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933 Dear Mr. Henseler:
We submit this letter on behalf of our client, Franklin Resources, Inc. (the “Parent Company,” operating through its subsidiaries as Franklin Templeton (“FT”)) in connection with the settlement of an administrative proceeding with the United States Securities and Exchange Commission (the “Commission”) brought against Franklin Advisers, Inc. (“FAV”) and Franklin Templeton Investments Corp. (“FTIC”) (FAV and FTIC, each a “Settling Party” and, together, the “Settling Parties”). FAV and FTIC are investment advisers registered under the Investment Advisers Act of 1940 (“Advisers Act”). FAV is a direct subsidiary, and FTIC is an indirect subsidiary, of the Parent Company. In connection with the settlement, the Settling Parties have consented to the entry of an order (the “Order”) (i) providing for the payment of a civil money penalty by each of the Settling Parties, (ii) directing FAV to cease and desist from committing or causing any violations and any future violations of Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 promulgated thereunder and Section 12(d)(1)(A) of the Investment Company Act of 1940 (“Investment Company Act”) and Rule 38a-1(a) promulgated thereunder, (iii) providing for the censure of FAV and (iv) directing FTIC to cease and desist from committing or causing any violations and any future violations of Section 12(d)(1)(A) of the Investment Company Act. The Parent Company is a reporting company registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), with shares of its common stock listed on the New York Stock Exchange under the ticker symbol “BEN.” The Parent Company currently qualifies as a “well-known seasoned issuer” (“WKSI”), as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). The Parent Company is seeking to maintain its WKSI status and, as a result, is hereby respectfully requesting a waiver from the Division of Corporation Finance (the “Division”), acting pursuant to delegated authority, or an order