FRISX / Franklin Managed Trust - Franklin Rising Dividends Fund Class R6 - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811-04894 August 5, 2025 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811-04894 April 28, 2025 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811-04894 April 28, 2025 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811-04894 April 16, 2024 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811-04894 September 26, 2024 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811-04894 September 26, 2024 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811-04894 November 27, 2023 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811-04894 March 9, 2023 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811-04894 March 9, 2023 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2]

40-17F2 1 fmt17f2-20244.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811-04894 March 9, 2023 2. State Identification Number: AL AK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811-04894 November 27, 2023 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811-04894 November 27, 2023 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL

Report of Independent Registered Public Accounting Firm

40-17F2 1 fmt17f2-pe33121.htm FMT17F2-33121 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 September 29, 2022 2. State Identif

Trust (Trust)

Not FDIC Insured May Lose Value No Bank Guarantee 158-Q3PH 1 Schedule of Investments (unaudited) Franklin Rising Dividends Fund 2 Notes to Schedule of Investments 5 Franklin Managed Trust Schedule of Investments (unaudited), June 30, 2022 Franklin Rising Dividends Fund Quarterly Schedule of Investments See Notes to Schedule of Investments.

APPENDIX Funds and Reports Reviewed by SEC Staff Fund # File # Registrant Name Series Name FYE Reviewed 1 811-22641 Franklin Alternative Strategies Funds Franklin K2 Alternative Strategies Fund 5/31/2021 2 811-22641 Franklin Alternative Strategies Fu

One Franklin Parkway San Mateo, CA 94403-1906 tel 800.632.2350 franklintempleton.com June 3, 2022 VIA EDGAR Christina DiAngelo Fettig U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549-8626 Subject: Franklin Templeton Funds (the “Funds”) (as listed on the attached Appendix) Dear Ms. Fettig: On behalf of the Funds, the following are the r

Trust (Trust)

Not FDIC Insured May Lose Value No Bank Guarantee 158-Q1PH 1 Statement of Investments (unaudited) Franklin Rising Dividends Fund 2 Notes to Statement of Investments 5 Franklin Managed Trust Statement of Investments (unaudited), December 31, 2021 Franklin Rising Dividends Fund Quarterly Statement of Investments See Notes to Statement of Investments.

Report of Independent Accountants

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 April 12, 2019 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA

Report of Independent Accountants

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 December 23, 2021 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL

Report of Independent Accountants

40-17F2 1 fmt17f2-0510.htm FMT17F2-0510 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 October 5, 2021 2. State Identification

Trust (Trust)

Not FDIC Insured May Lose Value No Bank Guarantee 158-Q3PH 1 Statement of Investments (unaudited) Franklin Rising Dividends Fund 2 Notes to Statement of Investments 5 Franklin Managed Trust Statement of Investments (unaudited), June 30, 2021 Franklin Rising Dividends Fund Quarterly Statement of Investments See Notes to Statement of Investments.

Report of Independent Accountants

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 April 21, 2021 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA

Trust (Trust)

Franklin Managed Trust Statement of Investments (unaudited), December 31, 2020 Franklin Rising Dividends Fund See Notes to Statement of Investments.

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40-17F2 1 fmt17f2-13120.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 December 18, 2020 2. State Identification Number: A

- FMT_17F2_113019

fmt17f2-113019.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 November 19, 202

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Franklin Managed Trust Statement of Investments, December 31, 2019 (unaudited) Franklin Rising Dividends Fund Shares Value Common Stocks 98.

Trust (Trust)

Franklin Managed Trust Statement of Investments (unaudited), June 30, 2020 Franklin Rising Dividends Fund See Notes to Statement of Investments.

- FMT 17F-2 05-31-2019

fmt17f2-053119.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 May 20, 2020 2.

Shares Value Common Stocks 98.7% Aerospace & Defense 5.9% The Boeing Co.     754,218    $245,694,056 General Dynamics Corp.   2,205,290    388,902,891 Raytheon Co.     946,700    208,027,858 United Technologies Corp.   3,110,536    465,833,871 1,308,

Franklin Managed Trust Statement of Investments, December 31, 2019 (unaudited) Franklin Rising Dividends Fund Shares Value Common Stocks 98.

FRDAX / FRANKLIN RISING DIVIDENDS FUND 40-17F2 - -

40-17F2 1 17f2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 October 17, 2019 2. State Identification Number: AL AK AZ AR

FRDAX / FRANKLIN RISING DIVIDENDS FUND 40-17F2 - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 August 30, 2018 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL G

FRDAX / FRANKLIN RISING DIVIDENDS FUND 40-17F2 - -

40-17F2 1 17f2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 August 30, 2018 2. State Identification Number: AL AK AZ AR

FRDAX / FRANKLIN RISING DIVIDENDS FUND 40-17F2 - -

40-17F2 1 17f2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 August 30, 2018 2. State Identification Number: AL AK AZ AR

Franklin Managed Trust NPORT-EX - -

Franklin Managed Trust Statement of Investments, June 30, 2019 (unaudited) Franklin Rising Dividends Fund Shares Value Common Stocks 99.

I, Matthew T. Hinkle, certify that:

fmt302certs1218nq.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Matthew T. Hinkle, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such s

Franklin Managed Trust FMT NQ PE:12-31-18 (Quarterly Schedule of Portfolio Holdings)

n-qfmtpe123118sec.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Add

Franklin Managed Trust N-Q (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Address of principal executive offices) (Zip code) Craig S.

I, Matthew T. Hinkle, certify that:

Exhibit 3(a) I, Matthew T. Hinkle, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period cov

Franklin Managed Trust 40-17F2

fmt17f2-073117.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 February 23, 201

Franklin Managed Trust 40-17F2

40-17F2 1 fmt17f2-053117.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 February 23, 2018 2. State Identification Number:

Franklin Managed Trust (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Address of principal executive offices) (Zip code) Craig S.

I, Matthew T. Hinkle, certify that:

fmt-302certs.htm - Generated by SEC Publisher for SEC Filing Exhibit 3 (a) I, Matthew T. Hinkle, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

Report of Independent Accountants

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 October 31, 2017 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL

Report of Independent Accountants

fmt17f2-083116.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 August 24, 2017

Report of Independent Accountants

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 August 24, 2017 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL G

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Franklin Managed Trust -

n-qfmtpe63017sec.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Addr

I, Matthew T. Hinkle, certify that:

fmt302certs0617nq.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Matthew T. Hinkle, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such s

FKTFX / FRANKLIN CALIFORNIA TAX-FREE INCOME FUND CORRESP - -

One Franklin Parkway San Mateo, CA 94403-1906 tel (650) 312-2000 franklinresources.

Schedule 14A Information Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. _)

Schedule 14A Information Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No.

Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, Pennsylvania 19103-7018 (215) 564-8000 June 8, 2017

Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, Pennsylvania 19103-7018 (215) 564-8000 June 8, 2017 VIA EDGAR TRANSMISSION Filing Desk U.

I, Laura F. Fergerson, certify that:

fmt302certs1216nq.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Franklin Managed Trust -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Address of principal executive offices) (Zip code) Craig S.

Report of Independent Registered Public Accounting Firm

fmt17f2-033116.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 [17 CFR 270.17f-2] 1. Investment Company Act File Number: Date Examination completed: 811 -04894 September 21, 20

I, Laura F. Fergerson, certify that:

Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period co

Franklin Managed Trust - N-Q-FMT-PE-063016

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Address of principal executive offices) (Zip code) Craig S.

IMMEDIATE ACTION REQUESTED

Filed by Franklin Managed Trust Pursuant to Rule 425 under Securities Act of 1933.

I, Laura F. Fergerson, certify that:

fmt302certs.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

Franklin Managed Trust - N-Q

fmtpe1215nq.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Address o

1. Text: On page 4, the first paragraph under “Investment Goals, Strategies, Policies and Risks” states: 2. Text: On page 4, the second paragraph under “Investment Goals, Strategies, Policies and Risks” states: Response: The Registrant has revised t

responsetosecstaffcommentson.htm - Generated by SEC Publisher for SEC Filing Franklin Templeton Investments One Franklin Parkway San Mateo, CA 94403-1906 February 26, 2016 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549-9303 Attention: Ms. Karen Rossotto Re: Franklin Managed Trust (the “Registrant”) File No. 333-208952 D

FRANKLIN TEMPLETON INVESTMENTS ONE FRANKLIN PARKWAY SAN MATEO, CA 94403-1906 February 3, 2016

ftisecsoxcomment-respltr.htm - Generated by SEC Publisher for SEC Filing FRANKLIN TEMPLETON INVESTMENTS ONE FRANKLIN PARKWAY SAN MATEO, CA 94403-1906 February 3, 2016 VIA EDGAR Ms. Christina DiAngelo Fettig Mr. Jeffrey Long U.S. Securities and Exchange Commission Division of Investment Management Office of Disclosure and Review 100 F Street, NE Washington, DC 20549-8626 Subject: Franklin, Templeto

/s/PricewaterhouseCoopers LLP San Francisco, California

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated December 17, 2015, relating to the financial statements which appears in the October 31, 2015 Annual Report to Shareholders of Franklin Large Cap Value Fund, which is also incorporated by reference into the Registration Statement.

Franklin Templeton Investments One Franklin Parkway San Mateo, CA 94403-1906 January 11, 2016

Franklin Templeton Investments One Franklin Parkway San Mateo, CA 94403-1906 January 11, 2016 VIA EDGAR TRANSMISSION Filing Desk U.

U.S. SECURITIES AND EXCHANGE COMMISSION

As filed with the Securities and Exchange Commission on January 11, 2016. File No. U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. [ ] Post-Effective Amendment No. [ ] Franklin Managed Trust (Exact Name of Registrant as Specified in Charter) (650) 312-2000 (Registrant's Area Code and Te

Stradley Ronon Stevens & Young, LLP

Stradley Ronon Stevens & Young, LLP 2600 One Commerce Square Philadelphia, PA 19103-7098 Telephone: (215) 564-8000 Telephone: (215) 564-8000 [ Stradley Logo Graphics] January 11, 2016 Board of Trustees of Franklin Managed Trust, on behalf of Franklin Rising Dividends Fund Board of Trustees of Franklin Value Investors Trust, on behalf of Franklin Large Cap Value Fund One Franklin Parkway San Mateo, California 94403-1906 Subject: Registration Statement on Form N‑14 Ladies and Gentlemen: We have acted as counsel to Franklin Managed Trust (the “Trust”), a Delaware statutory trust, in connection with the preparation and filing with the U.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporations by reference in this Registration Statement on Form N-14 of our report dated November 16, 2015, relating to the financial statements and financial highlights which appear in the September 30, 2015 Annual Report to Shareholders of Franklin Rising Dividends Fund.

POWER OF ATTORNEY

POWER OF ATTORNEY The undersigned officers and trustees of FRANKLIN MANAGED TRUST, a Delaware statutory trust (the "Registrant"), hereby appoint BRUCE G.

I, Laura F. Fergerson, certify that:

fmt302certs0615nq.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Franklin Managed Trust

n-qfmtpe63015.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Address

YOUR VOTE IS EXTREMLEY IMPORTANT PLEASE CAST YOUR VOTE AS SOON AS POSSIBLE

[Franklin Templeton Logo] April 7, 2015 Dear Shareholder: The Special Joint Meeting of Shareholders of the Franklin Alternative Strategies Funds, Franklin Managed Trust, Franklin Mutual Series Funds and Franklin Value Investors Trust, on behalf of the series of each Trust, has been adjourned until May 18, 2015.

I, Laura F. Fergerson, certify that:

fmt302certs.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

Franklin Managed Trust

n-qfmtpe123114.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Addres

Franklin Managed Trust CORRESP - -

[logo] Stradley Ronon Stevens & Young, LLP 2600 One Commerce Square Philadelphia, PA 19103-7098 Telephone 215.

Franklin Alternative Strategies Funds DEF 14A - -

fortleeandmutualseries2015pr.htm - Generated by SEC Publisher for SEC Filing Schedule 14A Information Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission [X] Definitive Proxy S

Franklin Alternative Strategies Funds COVER - -

frk-preliminary2014proxycove.htm - Generated by SEC Publisher for SEC Filing Stradley Ronon Stevens & Young, LLP 2600 One Commerce Square Philadelphia, PA 19103-7098 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com Kristin H. Ives [email protected] 215.564.8037 January 21, 2015 VIA EDGAR Filing Desk U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Fran

Franklin Alternative Strategies Funds PRE 14A - -

DRAFT 1/21/15 Schedule 14A Information Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No.

I, Laura F. Fergerson, certify that:

fmt302certs0614nq.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

FRDAX / FRANKLIN RISING DIVIDENDS FUND N-Q - Quarterly Schedule of Portfolio Holdings -

n-qfmtpe63014.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Address

I, Laura F. Fergerson, certify that:

fmt302certs1213nq.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Quarterly Schedule of Portfolio Holdings -

N-Q 1 n-qfmtpe123113.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Address of principal executive offices) (Zip

Quarterly Schedule of Portfolio Holdings -

n-qfmtpe63013.htm - Generated by SEC Publisher for SEC Filing Quarterly Statement of Investments | See Notes to Statement of Investments. Franklin Managed Trust Notes to Statement of Investments (unaudited) Franklin Rising Dividends Fund 1. ORGANIZATION Franklin Managed Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, c

I, Laura F. Fergerson, certify that:

fmtcerts0613.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

-

franklinsecsoxcomment6-2013r.htm - Generated by SEC Publisher for SEC Filing FRANKLIN TEMPLETON INVESTMENTS ONE FRANKLIN PARKWAY SAN MATEO, CA 94403-1906 July 15, 2013 VIA EDGAR Ms. Christina DiAngelo Mr. Jeffrey Long U.S. Securities and Exchange Commission Division of Investment Management Office of Disclosure and Review 100 F Street, NE Washington, DC 20549-8626 Subject: Franklin, Templeton, and

-

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 1. Investment Company Act File Number: Date Examination completed: 811 -04894 May 26, 2011 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD

-

fmt17f2-93010.htm - Generated by SEC Publisher for SEC Filing U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 1. Investment Company Act File Number: Date Examination completed: 811-04894 May 26, 2011 2. State Identification Number: A

Quarterly Schedule of Portfolio Holdings -

n-qfmtpe123112.htm - Generated by SEC Publisher for SEC Filing Franklin Managed Trust Statement of Investments, December 31, 2012 (unaudited) Quarterly Statement of Investments | See Notes to Statement of Investments. Rounds to less than 0.1% of net assets. Non-income producing. See Note 4 regarding holdings of 5% voting securities. The Institutional Fiduciary Trust Money Market Portfolio is manag

I, Laura F. Fergerson, certify that:

fmt302certs1212nq.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

I, Laura F. Fergerson, certify that:

fmt3020612nq.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

Quarterly Schedule of Portfolio Holdings -

n-qfmtpe63012.htm - Generated by SEC Publisher for SEC Filing Quarterly Statement of Investments | See Notes to Statement of Investments. Item 2. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures. The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrant’s filings under the Securit

I, Laura F. Fergerson, certify that:

fmt302lfmh1211nq.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such s

Quarterly Schedule of Portfolio Holdings -

n-qfmtpe123111.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Addres

- FMT 40-17F2

fmt17f2112211.htm - Generated by SEC Publisher for SEC Filing U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 1. Investment Company Act File Number: Date Examination completed: 811 -04894 November 22, 2011 2. State Identification Num

Report of Independent Registered Public Accounting Firm

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES PURSUANT TO RULE N-17F-2 1. Investment Company Act File Number: Date Examination completed: 811 -04894 September 9, 2011 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA

Franklin Managed Trust One Franklin Parkway, San Mateo, CA 94403-1906

fmtnq0811.htm - Generated by SEC Publisher for SEC Filing FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Address of principal executive offices) (Zip code) Craig S. Tyle, One Franklin Pa

I, Laura F. Fergerson, certify that:

fmt302certs.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

I, Laura F. Fergerson, certify that:

fmt302certs.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

Quarterly Statement of Investments See Notes to Statements of Investments.

Quarterly Statement of Investments See Notes to Statements of Investments. Rounds to less than 0.1% of net assets. A portion or all of the security is on loan at December 31, 2010. Non-income producing. The Institutional Fiduciary Trust Money Market Portfolio is managed by an affiliate of the Fund's investment manager. At December 31, 2010, all repurchase agreements had been entered into on that d

I, Laura F. Fergerson, certify that:

fmt302cert.htm - Generated by SEC Publisher for SEC Filing Exhibit 3(a) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-Q of Franklin Managed Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

Franklin Managed Trust One Franklin Parkway, San Mateo, CA 94403-1906

FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04894 Franklin Managed Trust (Exact name of registrant as specified in charter) One Franklin Parkway, San Mateo, CA 94403-1906 (Address of principal executive offices) (Zip code) Craig S.

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FRANKLIN TEMPLETON INVESTMENTS ONE FRANKLIN PARKWAY SAN MATEO, CA 94403-1906 VIA EDGAR John C.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

FRANKLIN MUTUAL SERIES FUND/FRANKLIN MUTUAL RECOVERY FUND Nominating and Corporate Governance Committee Charter

EXHIBIT B-2 FRANKLIN MUTUAL SERIES FUND/FRANKLIN MUTUAL RECOVERY FUND Nominating and Corporate Governance Committee Charter This Charter has been adopted by the Board of Directors of Franklin Mutual Series Fund Inc.

OUTSTANDING SHARES AS OF NOVEMBER 30, 2006

EXHIBIT Q OUTSTANDING SHARES AS OF NOVEMBER 30, 2006 Fund Number of Outstanding Shares Franklin California Tax-Free Income Fund, Inc.

NOMINATING COMMITTEE MEMBERSHIP

EXHIBIT A NOMINATING COMMITTEE MEMBERSHIP Fund Nominating Committee Members Franklin California Tax-Free Income Fund, Inc.

A COMPARISON OF GOVERNING INSTRUMENTS

EXHIBIT J A COMPARISON OF GOVERNING INSTRUMENTS This Exhibit compares some of the more significant provisions of the New Declaration with the Current Declarations.

AUDIT COMMITTEE CHARTER FRANKLIN MUTUAL RECOVERY FUND Adopted October 18, 2004

EXHIBIT T AUDIT COMMITTEE CHARTER FRANKLIN MUTUAL RECOVERY FUND Adopted October 18, 2004 I.

VOTES NECESSARY TO APPROVE THE PROPOSALS

EXHIBIT U VOTES NECESSARY TO APPROVE THE PROPOSALS Proposal Fund Vote Needed Proposal 1 – To elect a Board of All Funds Plurality (voting by Fund as a whole) Trustees/Directors Proposal 2 – To approve Franklin California Tax-Free Income The affirmative vote of the lesser of an Agreement and Plan of Fund, Inc.

COMPARISON OF CURRENT AND PROPOSED FUNDAMENTAL INVESTMENT RESTRICTIONS REGARDING INDUSTRY CONCENTRATION

EXHIBIT M COMPARISON OF CURRENT AND PROPOSED FUNDAMENTAL INVESTMENT RESTRICTIONS REGARDING INDUSTRY CONCENTRATION Fund Name Current Fundamental Concentration Restriction Proposed Fundamental Concentration Restriction Franklin Mutual Financial Services Fund [The Fund may not]: Invest more than 25% of the value of its assets in a particular industry (except that U.

ADDITIONAL EXECUTIVE OFFICERS

EXHIBIT F ADDITIONAL EXECUTIVE OFFICERS Name, Year of Birth and Address Position Funds Length of Time Served Sheila Amoroso (1959) One Franklin Parkway San Mateo, CA 94403-1906 Vice President Franklin California Tax-Free Income Fund, Inc.

COMPARISON OF MASSACHUSETTS AND DELAWARE GOVERNING INSTRUMENTS AND STATE LAW

EXHIBIT H-1 COMPARISON OF MASSACHUSETTS AND DELAWARE GOVERNING INSTRUMENTS AND STATE LAW The following is only a discussion of certain principal differences between the governing documents for each existing Massachusetts business trust (each an “Acquired Trust”) and its successor Delaware statutory trust (each an “Acquiring Trust”), and is not a complete description of the Acquired or Acquiring Trusts’ governing documents.

COMPARISON OF MARYLAND AND DELAWARE GOVERNING INSTRUMENTS AND STATE LAW

EXHIBIT H-2 COMPARISON OF MARYLAND AND DELAWARE GOVERNING INSTRUMENTS AND STATE LAW The following is only a discussion of certain principal differences between the governing document for each existing Maryland corporation (each an “Acquired Fund”) and its successor Delaware statutory trust (each an “Acquiring Trust”), and is not a complete description of the Acquired Funds’ and the Acquiring Trusts’ governing documents.

FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE AMENDED AS DESCRIBED IN PROPOSAL 4

EXHIBIT L-1 FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE AMENDED AS DESCRIBED IN PROPOSAL 4 FUNDAMENTAL INVESTMENT RESTRICTIONS TO BE AMENDED FUNDAMENTAL INVESTMENT RESTRICTIONS TO REMAIN UNCHANGED Franklin California Tax-Free Income Fund, Inc.

TEXT OF FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE ELIMINATED AS DESCRIBED IN PROPOSAL 5

EXHIBIT N-2 TEXT OF FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE ELIMINATED AS DESCRIBED IN PROPOSAL 5 Mortgaging, Pledging or Hypothecating Fundamental Investment Restriction Recommended to be Eliminated (The Fund may not…) Fund Mortgage or pledge any of its assets, except that borrowing for temporary or emergency purposes may be made in the amount up to 5% of the total asset value.

PROPOSED RESOLUTIONS FOR FRANKLIN TEMPLETON MONEY FUND TRUST (THE ?TRUST?)

EXHIBIT O PROPOSED RESOLUTIONS FOR FRANKLIN TEMPLETON MONEY FUND TRUST (THE “TRUST”) WHEREAS, the Board of Trustees has created an additional class of shares of the Franklin Templeton Money Fund (the “F-T Money Fund”) to be designated as “Class A” shares of the F-T Money Fund; and WHEREAS, the Board of Trustees has approved the automatic conversion of the F-T Money Fund’s shares designated as “Cla

FRANKLIN TEMPLETON INVESTMENT MANAGER INFORMATION

EXHIBIT P FRANKLIN TEMPLETON INVESTMENT MANAGER INFORMATION Fund/Series Investment Manager Sub-Adviser Franklin California Tax-Free Income Fund, Inc.

NOMINATING COMMITTEE CHARTER (For all Funds except Franklin Mutual Series Fund Inc. and Franklin Mutual Recovery Fund)

EXHIBIT B-1 NOMINATING COMMITTEE CHARTER (For all Funds except Franklin Mutual Series Fund Inc.

AGGREGATE INDEPENDENT BOARD MEMBER COMPENSATION FROM EACH FUND FOR THE 12-MONTH PERIOD ENDED SEPTEMBER 30, 2006

EXHIBIT E AGGREGATE INDEPENDENT BOARD MEMBER COMPENSATION FROM EACH FUND FOR THE 12-MONTH PERIOD ENDED SEPTEMBER 30, 2006 Fund Harris J.

TEXT OF FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE AMENDED AS DESCRIBED IN PROPOSAL 4

EXHIBIT L-2 TEXT OF FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE AMENDED AS DESCRIBED IN PROPOSAL 4 Borrowing Current Fundamental Investment Restriction (The Fund may not .

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

BOARD AND COMMITTEE FEES

EXHIBIT D BOARD AND COMMITTEE FEES The following table identifies the compensation that the Funds pay their Independent Board Members and the number of standing committee meetings held during the most recent Fund fiscal year ended on or before September 30, 2006.

COMPLEX-WIDE FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST [NAME OF FUND] a Delaware Statutory Trust (Original Agreement and Declaration of Trust was adopted __________; current Amended and Restated Agreement and Declaration of Trus

EXHIBIT I COMPLEX-WIDE FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of [NAME OF FUND] a Delaware Statutory Trust (Original Agreement and Declaration of Trust was adopted ; current Amended and Restated Agreement and Declaration of Trust adopted .

FORM OF SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST FRANKLIN MUTUAL RECOVERY FUND a Delaware Statutory Trust (Original Agreement and Declaration of Trust was adopted January 31, 2003; Amended and Restated Agreement and Declaration

Exhibit K FORM OF SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of FRANKLIN MUTUAL RECOVERY FUND a Delaware Statutory Trust (Original Agreement and Declaration of Trust was adopted January 31, 2003; Amended and Restated Agreement and Declaration of Trust was adopted May 8, 2003; Second Amended and Restated Agreement and Declaration of Trust adopted .

FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE ELIMINATED AS DESCRIBED IN PROPOSAL 5

EXHIBIT N-1 FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE ELIMINATED AS DESCRIBED IN PROPOSAL 5 ELIMINATE ADDRESSED BY THE 1940 ACT OR SEC PREEMPTED BY NSMIA STAFF INTERPRETATIONS Franklin California Tax-Free Income Fund, Inc.

AUDIT FEE INFORMATION

EXHIBIT S AUDIT FEE INFORMATION Fees Billed by PricewaterhouseCoopers, LLP:1 Aggregate Trust Name/ Audit All Other Non-Audit Fiscal year Ended Audit Fees Related Fees Tax Fees Fees Fees Franklin California Tax-Free Income Fund, Inc.

PRINCIPAL HOLDER OF SHARES AS OF NOVEMBER 30, 2006

EXHIBIT R PRINCIPAL HOLDER OF SHARES AS OF NOVEMBER 30, 2006 Fund Name/Class Name and Address of Account Share Amount Percentage of Class (%) Franklin California Tax Free Income Fund, Inc.

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

EXHIBIT G FORM OF AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (“Agreement”) is made as of this day of , 2007 by and between , a [Massachusetts business trust/Maryland corporation] (the “Fund”), and , a Delaware statutory trust (the “DE Trust”) (the Fund and the DE Trust are hereinafter collectively referred to as the “parties”).

BOARDS AND THE FUNDS/SERIES TO BE SUPERVISED BY SUCH BOARDS Funds to be Supervised by Board I

EXHIBIT C BOARDS AND THE FUNDS/SERIES TO BE SUPERVISED BY SUCH BOARDS Funds to be Supervised by Board I Fund and Series Nominees for Board I Franklin California Tax-Free Trustab Independent Board Nominees: Franklin California Insured Tax-Free Income Fund Harris J.

PROPOSED RESOLUTIONS FOR FRANKLIN TEMPLETON MONEY FUND TRUST

EXHIBIT O PROPOSED RESOLUTIONS FOR FRANKLIN TEMPLETON MONEY FUND TRUST WHEREAS, the Board of Trustees have determined to create an additional class of shares of the Franklin Templeton Money Fund (the “F-T Money Fund”) to be designated as “Class A” shares of the F-T Money Fund; and WHEREAS, the Board of Trustees wish to provide for the automatic conversion of the F-T Money Fund’s shares designated

FRANKLIN MUTUAL SERIES FUND/FRANKLIN MUTUAL RECOVERY FUND Nominating and Corporate Governance Committee Charter

EXHIBIT B-2 FRANKLIN MUTUAL SERIES FUND/FRANKLIN MUTUAL RECOVERY FUND Nominating and Corporate Governance Committee Charter This Charter has been adopted by the Board of Directors of Franklin Mutual Series Fund Inc.

BOARDS AND THE FUNDS/SERIES TO BE SUPERVISED BY SUCH BOARDS Funds to be Supervised by Board I

EXHIBIT C BOARDS AND THE FUNDS/SERIES TO BE SUPERVISED BY SUCH BOARDS Funds to be Supervised by Board I Fund and Series Nominees for Board I Franklin California Tax-Free Trustab Independent Board Nominees: Franklin California Insured Tax-Free Income Fund Harris J.

BOARD AND COMMITTEE FEES

EXHIBIT D BOARD AND COMMITTEE FEES The following table identifies the compensation that the Funds pay their Independent Board Members and the number of standing committee meetings held during the most recent fiscal year (for fiscal years ended on or before September 30, 2006).

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

EXHIBIT G FORM OF AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (“Agreement”) is made as of this day of , 2007 by and between , a [Massachusetts business trust/Maryland corporation] (the “Fund”), and , a Delaware statutory trust (the “DE Trust”) (the Fund and the DE Trust are hereinafter collectively referred to as the “parties”).

FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE ELIMINATED AS DISCUSSED IN PROPOSAL 5

EXHIBIT N-1 FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE ELIMINATED AS DISCUSSED IN PROPOSAL 5 ELIMINATE ADDRESSED BY THE 1940 ACT OR SEC PREEMPTED BY NSMIA STAFF INTERPRETATIONS Franklin California Tax-Free Income Fund, Inc.

COMPARISON OF MASSACHUSETTS AND DELAWARE GOVERNING INSTRUMENTS AND STATE LAW

EXHIBIT H-1 COMPARISON OF MASSACHUSETTS AND DELAWARE GOVERNING INSTRUMENTS AND STATE LAW The following is only a discussion of certain principal differences between the governing documents for each existing Massachusetts business trust (each an “Acquired Trust”) and its successor Delaware statutory trust (each an “Acquiring Trust”), and is not a complete description of the Acquired or Acquiring Trusts’ governing documents.

AGGREGATE INDEPENDENT BOARD MEMBER COMPENSATION FROM EACH FUND FOR THE 12-MONTH PERIOD ENDED SEPTEMBER 30, 2006

EXHIBIT E AGGREGATE INDEPENDENT BOARD MEMBER COMPENSATION FROM EACH FUND FOR THE 12-MONTH PERIOD ENDED SEPTEMBER 30, 2006 Fund Harris J.

NOMINATING COMMITTEE MEMBERSHIP

EXHIBIT A NOMINATING COMMITTEE MEMBERSHIP Fund Nominating Committee Members Franklin California Tax-Free Income Fund, Inc.

A COMPARISON OF GOVERNING INSTRUMENTS

EXHIBIT J A COMPARISON OF GOVERNING INSTRUMENTS This Exhibit compares some of the more significant provisions of the New Declaration with the Current Declarations.

NOMINATING COMMITTEE CHARTER (For all Funds except Franklin Mutual Series Fund Inc. and Franklin Mutual Recovery Fund)

EXHIBIT B-1 NOMINATING COMMITTEE CHARTER (For all Funds except Franklin Mutual Series Fund Inc.

FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE AMENDED AS DESCRIBED IN PROPOSAL 4

EXHIBIT L-1 FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE AMENDED AS DESCRIBED IN PROPOSAL 4 FUNDAMENTAL INVESTMENT RESTRICTIONS TO BE AMENDED FUNDAMENTAL INVESTMENT RESTRICTIONS TO REMAIN UNCHANGED Franklin California Tax-Free Income Fund, Inc.

PRINCIPAL HOLDER OF SHARES AS OF NOVEMBER 30, 2006

EXHIBIT R PRINCIPAL HOLDER OF SHARES AS OF NOVEMBER 30, 2006 Fund Name/Class Name and Address of Account Share Amount Percentage (%) Franklin California Tax Free Income Fund, Inc.

AUDIT COMMITTEE CHARTER FRANKLIN MUTUAL RECOVERY FUND Adopted October 18, 2004

EXHIBIT T AUDIT COMMITTEE CHARTER FRANKLIN MUTUAL RECOVERY FUND Adopted October 18, 2004 I.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

VOTES NECESSARY TO APPROVE THE PROPOSAL

EXHIBIT U VOTES NECESSARY TO APPROVE THE PROPOSAL Proposal Fund Vote Needed Proposal 1 ? To elect a Board of All Funds Plurality (voting by Fund as a whole) Trustees/Directors Proposal 2 ? To approve Franklin California Tax-Free Income The affirmative vote of the lesser of an Agreement and Plan of Fund, Inc.

FRANKLIN TEMPLETON INVESTMENT MANAGER AND SUB-ADVISER INFORMATION

EXHIBIT P FRANKLIN TEMPLETON INVESTMENT MANAGER AND SUB-ADVISER INFORMATION Fund/Series Investment Manager Sub-Adviser Franklin California Tax-Free Income Fund, Inc.

TEXT OF FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE ELIMINATED AS DISCUSSED IN PROPOSAL 5

EXHIBIT N-2 TEXT OF FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE ELIMINATED AS DISCUSSED IN PROPOSAL 5 Mortgaging, Pledging or Hypothecating Fundamental Investment Restriction Recommended to be Eliminated (The Fund may not…) Fund Mortgage or pledge any of its assets, except that borrowing for temporary or emergency purposes may be made in the amount up to 5% of the total asset value.

COMPARISON OF MARYLAND AND DELAWARE GOVERNING INSTRUMENTS AND STATE LAW

EXHIBIT H-2 COMPARISON OF MARYLAND AND DELAWARE GOVERNING INSTRUMENTS AND STATE LAW The following is only a discussion of certain principal differences between the governing document for each existing Maryland corporation (each an “Acquired Fund”) and its successor Delaware statutory trust (each an “Acquiring Trust”), and is not a complete description of the Acquired Funds’ and the Acquiring Trusts’ governing documents.

ADDITIONAL EXECUTIVE OFFICERS

EXHIBIT F ADDITIONAL EXECUTIVE OFFICERS Name, Year of Birth and Address Position Funds Length of Time Served Sheila Amoroso (1959) One Franklin Parkway San Mateo, CA 94403-1906 Vice President Franklin California Tax-Free Income Fund, Inc.

SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST FRANKLIN MUTUAL RECOVERY FUND a Delaware Statutory Trust (Original Agreement and Declaration of Trust was adopted January 31, 2003; Amended and Restated Agreement and Declaration of Trust

Exhibit K SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of FRANKLIN MUTUAL RECOVERY FUND a Delaware Statutory Trust (Original Agreement and Declaration of Trust was adopted January 31, 2003; Amended and Restated Agreement and Declaration of Trust was adopted May 8, 2003; Second Amended and Restated Agreement and Declaration of Trust adopted .

AUDIT FEE INFORMATION

EXHIBIT S AUDIT FEE INFORMATION Fees Billed by PricewaterhouseCoopers, LLP:1 Aggregate Trust Name/ Audit All Other Non-Audit Fiscal year Ended Audit Fees Related Fees Tax Fees Fees Fees Franklin California Tax-Free Income Fund, Inc.

COMPLEX-WIDE FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST [NAME OF FUND] a Delaware Statutory Trust (Original Agreement and Declaration of Trust was adopted __________; current Amended and Restated Agreement and Declaration of Trus

EXHIBIT I COMPLEX-WIDE FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of [NAME OF FUND] a Delaware Statutory Trust (Original Agreement and Declaration of Trust was adopted ; current Amended and Restated Agreement and Declaration of Trust adopted .

TEXT OF FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE AMENDED AS DESCRIBED IN PROPOSAL 4.

EXHIBIT L-2 TEXT OF FUNDAMENTAL INVESTMENT RESTRICTIONS RECOMMENDED TO BE AMENDED AS DESCRIBED IN PROPOSAL 4.

OUTSTANDING SHARES AS OF NOVEMBER 30, 2006

EXHIBIT Q OUTSTANDING SHARES AS OF NOVEMBER 30, 2006 Fund Number of Outstanding Shares Franklin California Tax-Free Income Fund, Inc.

COMPARISON OF CURRENT AND PROPOSED FUNDAMENTAL INVESTMENT RESTRICTIONS REGARDING INDUSTRY CONCENTRATION (SEE PROPOSAL 4)

EXHIBIT M COMPARISON OF CURRENT AND PROPOSED FUNDAMENTAL INVESTMENT RESTRICTIONS REGARDING INDUSTRY CONCENTRATION (SEE PROPOSAL 4) Fund Name Current Fundamental Concentration Restriction Proposed Fundamental Concentration Restriction Mutual Financial Services Fund [The Fund may not]: Invest more than 25% of the value of its assets in a particular industry (except that U.