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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

FRANKLIN RESOURCES, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 1)

Title of each class of securities to which transaction applies:

 2)

Aggregate number of securities to which transaction applies:

 3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 4)

Proposed maximum aggregate value of transaction:

 5)

Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 1)

Amount Previously Paid:

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Form, Schedule or Registration Statement No.:

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Filing Party:

 4)

Date Filed: ¨

      FRANKLIN RESOURCES, INC.

Meeting Type:               Annual Meeting

For holders as of:         January 16, 2013

Date:    March 13, 2013        Time:    10:00 AM PT

Location:    H.L. JAMIESON AUDITORIUM

                    ONE FRANKLIN PARKWAY, BUILDING 920

                    SAN MATEO, CA 94403

Directions: Visit our website at www.franklintempleton.com/

retail/pages/generic_content/global_nav/contact_us/pub/offices_us.jsf

Admission Ticket – Not Transferable

You are receiving this communication because you hold shares in the above named company.

                 ONE FRANKLIN PARKWAY

                 SAN MATEO, CA 94403-1906

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you plan to attend the Annual Meeting, please present this notice to gain admittance to the meeting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT            ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:

2) BY TELEPHONE:

3) BY E-MAIL*:

www.proxyvote.com

1-800-579-1639

sendmaterial@proxyvote.com

*    If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before February 27, 2013 to facilitate timely delivery.

Vote In Person: Each stockholder will need to bring an admission ticket, Notice of Internet Availability of Proxy Materials, or proof of ownership of common stock as of January 16, 2013 and a form of photo identification to be admitted to the Annual Meeting.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.