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

June 5, 2026
Daniel Michael
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Re: Franklin Resources, Inc. - Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933 Dear Daniel Michael:
This is in response to your letter dated June 4, 2026 to Jay Mumford (“Waiver Letter”), written on behalf of Franklin Resources, Inc. (“Franklin”), related to the Commission’s June 5, 2026 order against Western Asset Management Company, LLC (“Western Asset”), a subsidiary of Franklin, pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (the “Order”). Entry of the Order will render Franklin an “ineligible issuer” under clause (1)(vi) of the ineligible issuer definition in Rule 405 of the Securities Act of 1933. Franklin requests relief from that designation. Based on the facts and representations in the Waiver Letter, we have determined that Franklin has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 that it is not necessary under the circumstances that it be considered an ineligible issuer. Any different facts from those represented or Western Asset’s failure to comply with the terms of the Order would require us to revisit our determination and the Commission reserves the right, in its sole discretion, to revoke or further condition this waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ M. Hughes Bates M. Hughes Bates Chief, Office of Enforcement Liaison Division of Corporation Finance