As filed with the Securities and Exchange Commission February 9, 2009
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 2
[ ] Post-Effective Amendment No. __
(Check appropriate box or boxes)
FRANKLIN CUSTODIAN FUNDS
(Exact Name of Registrant as Specified in Charter)
(650) 312-2000
(Registrant's Area Code and Telephone Number)
ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
----------------------------------------------
(Address of Principal Executive Offices) (Number, Street, City, State, Zip
Code)
CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
-------------------------------------------------------------
(Name and Address of Agent for Service of Process) (Number, Street, City,
State, Zip Code)
Approximate Date of Public Offering: As soon as practicable after this
Registration Statement becomes effective under the Securities Act of 1933, as
amended.
Title of securities being registered: Shares of beneficial interest, without
par value, of Franklin Growth Fund. No filing fee is due because Registrant is
relying on section 24(f) of the Investment Company Act of 1940, as amended
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to
such Section 8(a), shall determine.
Part A and B are incorporated by reference to the electronic filing Form Type
N-14/A, Pre-Effective Amendment No. 1 to Registration Statement under the
Securities Act of 1933, filed February 6, 2009, under Accession
No. 0000038721-09-000008.
PART C
OTHER INFORMATION
Item 15. Indemnification. The Agreement and Declaration of
Trust (the "Declaration") provides that any person who
is or was a Trustee, officer, employee or other agent,
including the underwriter, of such Trust shall be
liable to such Trust and its shareholders only for (1)
any act or omission that constitutes a bad faith
violation of the implied contractual covenant of good
faith and fair dealing, or (2) the person's own willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such
person (such conduct referred to herein as
"Disqualifying Conduct") and for nothing else. Except
in these instances, these persons shall not be
responsible or liable for any act or omission of any
other agent of such Trust or its investment adviser or
principal underwriter to the fullest extent that
limitations of liability are permitted by the Delaware
Statutory Trust Act (the "Delaware Act"). Moreover,
except in these instances, none of these persons, when
acting in their respective capacity as such, shall be
personally liable to any other person, other than such
Trust or its shareholders, for any act, omission or
obligation of such Trust or any trustee thereof.
The Trust shall indemnify, out of its assets, to the
fullest extent permitted under applicable law, any of
these persons who was or is a party, or is threatened
to be made a party, to any Proceeding (as defined in
the Declaration) because the person is or was an agent
of such Trust. These persons shall be indemnified
against any expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in
connection with the Proceeding if the person acted in
good faith or, in the case of a criminal proceeding,
had no reasonable cause to believe that the conduct was
unlawful. The termination of any proceeding by
judgment, settlement or its equivalent shall not in
itself create a presumption that the person did not act
in good faith or that the person had reasonable cause
to believe that the person's conduct was unlawful.
There shall nonetheless be no indemnification for a
person's own Disqualifying Conduct.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended (the "1933
Act" or "Securities Act"), may be permitted to
Trustees, officers and controlling persons of the Trust
pursuant to the foregoing provisions, or otherwise, the
Trust has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other
than the payment by the Trust of expenses incurred or
paid by a Trustee, officer or controlling person of the
Trust in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or
controlling person in connection with securities being
registered, the Trust may be required, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court or appropriate
jurisdiction the question whether such indemnification
is against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue.
Item 16. Exhibits. The following exhibits are incorporated by
reference to the Registrant's previously filed
registration statements on Form N-1A indicated below,
except as noted:
(1) Copies of the charter of the Registrant as
now in effect;
(a) Agreement and Declaration of Trust of
Franklin Custodian Funds, a Delaware
statutory trust dated October 18, 2006
Filing: Post-Effective Amendment No. 91 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 25, 2008
(b) Certificate of Amendment dated December 4,
2006 of Agreement and Declaration of Trust
dated October 18, 2006
Filing: Post-Effective Amendment No. 91 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 25, 2008
(c) Certificate of Amendment dated October 21,
2008 of Agreement and Declaration of Trust
dated October 18, 2006
Filing: Form N-14
File No. 333-156353
Filing Date: December 19, 2008
(d) Certificate of Trust of Franklin Custodian
Funds dated October 18, 2006
Filing: Post-Effective Amendment No. 91 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 25, 2008
(e) Certificate of Amendment dated December 4,
2006 to the Certificate of Trust dated
October 18, 2006
Filing: Post-Effective Amendment No. 91 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 25, 2008
(2) Copies of the existing bylaws or corresponding
instrument of the Registrant;
(a) By-Laws of Franklin Custodian Funds, a
Delaware statutory trust, dated October 18,
2006
Filing: Post-Effective Amendment No. 91 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 25, 2008
(b) Certificate of Amendment dated December 4,
2006 of By-Laws dated October 18, 2006
Filing: Post-Effective Amendment No. 91 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 25, 2008
(3) Copies of any voting trust agreement affecting
more than 5 percent of any class of equity
securities of the Registrant;
Not applicable.
(4) Copies of the agreement of acquisition,
reorganization, merger, liquidation and any
amendments to it;
(a) Form of Agreement and Plan of Reorganization
between the Registrant, on behalf of Franklin
Growth Fund, and Franklin Capital Growth
Fund, is filed herewith as Exhibit A to the
Prospectus/Proxy Statement.
(5) Copies of all instruments defining the rights of
holders of the securities being registered
including, where applicable, the relevant portion
of the articles of incorporation or by-laws of the
Registrant;
(a) Articles III, V, VI, VII, VIII and IX of the
Agreement and Declaration of Trust of
Franklin Custodian Funds, a Delaware
statutory trust dated October 18, 2006
Filing: Post-Effective Amendment No. 91 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 25, 2008
(b) Article VII of the Agreement and Declaration
of Trust as amended by the Certificate of
Amendment of Agreement and Declaration of
Trust dated October 21, 2008
(c) Articles II, VI and VII of the By-Laws of
Franklin Custodian Funds, a Delaware
statutory trust, dated October 18, 2006
Filing: Post-Effective Amendment No. 91 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 25, 2008
(6) Copies of all investment advisory contracts
relating to the management of the assets of the
Registrant;
(a) Investment Management Agreement between the
Registrant on behalf of the Franklin DynaTech
Fund and Franklin Advisers, Inc. dated
February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(b) Investment Management Agreement between the
Registrant on behalf of the Franklin Growth
Fund and Franklin Advisers, Inc. dated
November 1, 2008
Filing: Form N-14
File No. 333-156353
Filing Date: December 19, 2008
(c) Sub-Advisory Agreement between the Franklin
Advisers, Inc., on behalf of the Franklin
Growth Fund, and Franklin Investment Advisory
Services, LLC dated November 1, 2008
Filing: Form N-14
File No. 333-156353
Filing Date: December 19, 2008
(d) Investment Management Agreement between the
Registrant on behalf of the Franklin Income
Fund and Franklin Advisers, Inc. dated
February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(e) Investment Management Agreement between the
Registrant on behalf of the Franklin U.S.
Government Securities Fund and Franklin
Advisers, Inc. dated February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(f) Investment Management Agreement between the
Registrant on behalf of the Franklin
Utilities Fund and Franklin Advisers, Inc.
dated February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(7) Copies of each underwriting or distribution
contract between the Registrant and a principal
underwriter, and specimens or copies of all
agreements between principal underwriters and
dealers;
(a) Distribution Agreement between Registrant and
Franklin/Templeton Distributors, Inc. dated
February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(b) Form of Selling Agreements between
Franklin/Templeton Distributors, Inc. and
Securities Dealers dated November 1, 2003
Filing: Post-Effective Amendment No. 88 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: November 29, 2004
(c) Amendment dated May 15, 2006 to form of
Selling Agreements between Franklin/Templeton
Distributors, Inc. and Securities Dealers
dated November 1, 2003
Filing: Post-Effective Amendment No. 91 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 25, 2008
(8) Copies of all bonus, profit sharing, pension, or
other similar contracts or arrangements wholly or
partly for the benefit of trustees or officers of
the Registrant in their capacity as such. Furnish
a reasonably detailed description of any plan that
is not set forth in a formal document;
Not applicable.
(9) Copies of all custodian agreements and depository
contracts under Section 17(f) of the Investment
Company Act of 1940, as amended (the "1940 Act")
for securities and similar investments of the
Registrant, including the schedule of remuneration;
(a) Master Custody Agreement between Registrant
and The Bank of New York Mellon dated
February 16, 1996
Filing: Post-Effective Amendment No. 74 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: August 19, 1996
(b) Amendment dated May 7, 1997 to the Master
Custody Agreement dated February 16, 1996
between the Registrant and The Bank of New
York Mellon
Filing: Post-Effective Amendment No. 77 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 29, 1998
(c) Amendment dated February 27, 1998 to Master
Custody Agreement between the Registrant and
The Bank of New York Mellon dated February
16, 1996
Filing: Post-Effective Amendment No. 78 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: November 27, 1998
(d) Amendment dated December 5, 2008 to Exhibit A
of the Master Custody Agreement between
Registrant and The Bank of New York Mellon
made as of February 16, 1996
Filing: Post-Effective Amendment No. 94 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 27, 2009
(e) Amended and Restated Foreign Custody Manager
Agreement between the Registrant and The Bank
of New York Mellon made as of May 16, 2001
Filing: Post-Effective Amendment No. 83 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: October 29, 2001
(f) Amendment dated December 1, 2008 to Schedule
1 of the Amended and Restated Foreign Custody
Manager Agreement between the Registrant and
The Bank of New York Mellon
Filing: Post-Effective Amendment No. 94 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 27, 2009
(g) Amendment dated November 14, 2008 to Schedule
2 of the Amended and Restated Foreign Custody
Manager Agreement between the Registrant and
The Bank of New York Mellon made as May 16,
2001
Filing: Post-Effective Amendment No. 94 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 27, 2009
(h) Terminal Link Agreement between Registrant
and The Bank of New York Mellon dated
February 16, 1996
Filing: Post-Effective Amendment No. 74 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: August 19, 1996
(10) Copies of any plan entered into by Registrant
pursuant to Rule 12b-1 under the 1940 Act and any
agreements with any person relating to
implementation of the plan, and copies of any plan
entered into by Registrant pursuant to Rule 18f-3
under the 1940 Act, any agreement with any person
relating to implementation of the plan, any
amendment to the plan, and a copy of the portion
of the minutes of the meeting of the Registrant's
trustees describing any action taken to revoke the
plan;
(a) Distribution Plan pursuant to Rule 12b-1
between the Registrant, on behalf of Franklin
DynaTech Fund - Class A and
Franklin/Templeton Distributors, Inc. dated
February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(b) Distribution Plan pursuant to Rule 12b-1
between the Registrant, on behalf of Franklin
Growth Fund - Class A, and Franklin/Templeton
Distributors, Inc. dated February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(c) Distribution Plan pursuant to Rule 12b-1
between the Registrant, on behalf of Franklin
Income Fund - Class A, and Franklin/Templeton
Distributors, Inc. dated February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(d) Distribution Plan pursuant to Rule 12b-1
between the Registrant, on behalf of Franklin
U.S. Government Securities Fund - Class A and
Franklin/Templeton Distributors, Inc. dated
February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(e) Distribution Plan pursuant to Rule 12b-1
between the Registrant, on behalf of Franklin
Utilities Fund - Class A, and
Franklin/Templeton Distributors, Inc. dated
February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(f) Distribution Plan pursuant to Rule 12b-1
between the Registrant, on behalf of Franklin
DynaTech Fund, Franklin Growth Fund, Franklin
Income Fund, Franklin U.S. Government
Securities Fund and Franklin Utilities Fund -
Class C, and Franklin/Templeton Distributors,
Inc. dated February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(g) Distribution Plan pursuant to Rule 12b-1
between the Registrant on behalf of Franklin
DynaTech Fund, Franklin Growth Fund and
Franklin Income Fund - Class B, and
Franklin/Templeton Distributors, Inc. dated
February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(h) Distribution Plan pursuant to Rule 12b-1
between the Registrant, on behalf of Franklin
Income Fund - Class B1, Franklin U.S.
Government Securities Fund and Franklin
Utilities Fund - Class B, and
Franklin/Templeton Distributors, Inc. dated
February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(i) Distribution Plan pursuant to Rule 12b-1
between the Registrant, on behalf of Franklin
Growth Fund, Franklin Income Fund, Franklin
U.S. Government Securities Fund and Franklin
Utilities Fund - Class R, and
Franklin/Templeton Distributors, Inc. dated
February 1, 2008
Filing: Post-Effective Amendment No. 92 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: May 12, 2008
(j) Distribution Plan pursuant to Rule 12b-1
between the Registrant, on behalf of Franklin
DynaTech Fund - Class R, and
Franklin/Templeton Distributors, Inc. dated
December 1, 2008
Filing: Form N-14
File No. 333-156353
Filing Date: December 19, 2008
(k) Multiple Class Plan on behalf of Franklin
DynaTech Fund dated July 10, 2008
Filing: Form N-14
File No. 333-156353
Filing Date: December 19, 2008
(l) Multiple Class Plan on behalf of Franklin
Growth Fund dated October 17, 2006
Filing: Post-Effective Amendment No. 91 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 25, 2008
(m) Multiple Class Plan on behalf of Franklin
Income Fund dated October 17, 2006
Filing: Post-Effective Amendment No. 91 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 25, 2008
(n) Multiple Class Plan on behalf of Franklin
U.S. Government Securities Fund dated October
17, 2006
Filing: Post-Effective Amendment No. 91 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 25, 2008
(o) Multiple Class Plan on behalf of Franklin
Utilities Fund dated October 17, 2006
Filing: Post-Effective Amendment No. 91 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 25, 2008
(11) An opinion and consent of counsel as to the
legality of the securities being registered,
indicating whether they will, when sold, be
legally issued, fully paid and nonassessable;
(a) Opinion and Consent of Counsel dated February 9,
2009
(12) An opinion, and consent to their use, of counsel
or, in lieu of an opinion, a copy of the revenue
ruling from the Internal Revenue Service,
supporting the tax matters and consequences to
shareholders discussed in the prospectus;
(13) Copies of all material contracts of the Registrant
not made in the ordinary course of business which
are to be performed in whole or in part on or
after the date of filing the registration
statement;
(a) Subcontract for Fund Administrative Services
dated March 1, 2008 between Franklin
Advisers, Inc. and Franklin Templeton
Services, LLC as amended November 1, 2008
Filing: Post-Effective Amendment No. 94 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: January 27, 2009
(14) Copies of any other opinions, appraisals, or
rulings, and consents to their use, relied on in
preparing the registration statement and required
by Section 7 of the 1933 Act;
(a) Consent of Independent Registered Public
Accounting Firm
Filing: Pre-Effective Amendment No. 1 to
Form N-14/A
File No. 333-156353
Filing Date: February 6, 2009
(15) All financial statements omitted pursuant to Item
14(a)(1);
Not applicable.
(16) Manually signed copies of any power of attorney
pursuant to which the name of any person has been
signed to the registration statement; and
(a) Power of Attorney dated December 1, 2008
Filing: Form N-14
File No. 333-156353
Filing Date: December 19, 2008
(b) Powers of Attorney dated December 1, 2008
Filing: Form N-14
File No. 333-156353
Filing Date: December 19, 2008
(17) Any additional exhibits which the Registrant may
wish to file.
(a) Code of Ethics dated May, 2008
Filing: Post-Effective Amendment No. 93 to
Registration Statement on Form N-1A
File No. 002-11346
Filing Date: July 14, 2008
Item 17. UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to
any public reoffering of the securities registered
through the use of a prospectus which is part of
this registration statement by any person or party
who is deemed to be an underwriter within the
meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information
called for by the applicable registration form for
reofferings by persons who may be deemed
underwriters, in addition to the information
called for by the other items of the applicable
form.
(2) The undersigned Registrant agrees that every
prospectus that is filed under paragraph (1) above
will be filed as part of an amendment to the
registration statement and will not be used until
the amendment is effective, and that, in
determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a
new registration statement for the securities
offered therein, and the offering of the
securities at that time shall be deemed to be the
initial bona fide offering of them.
(3) The undersigned Registrant agrees to file by
Post-Effective Amendment the opinions and consents
of counsel regarding the tax consequences of the
proposed reorganizations required by Item 16(12)
of Form N-14 within a reasonable time after
receipt of such opinions.
SIGNATURES
As required by the Securities Act of 1933, as amended, (the
"1933 Act"), this Registration Statement has been signed on
behalf of the Registrant in the City of San Mateo and the State
of California on the 9th day of February, 2009.
FRANKLIN CUSTODIAN FUNDS
a Delaware statutory trust
(Registrant)
By: /s/ DAVID P. GOSS
David P. Goss
Vice President
As required by the 1933 Act, this Registration Statement has
been signed by the following persons in the capacities and on the
dates indicated:
CHARLES B. JOHNSON* Chief Executive Officer-
Charles B. Johnson Investment Management and
Trustee
Dated: February 9, 2009
JENNIFER J. BOLT* Chief Executive Officer-
Jennifer J. Bolt Finance and Administration
Dated: February 9, 2009
LAURA F. FERGERSON* Chief Financial Officer and
Laura F. Fergerson Chief Accounting Officer
Dated: February 9, 2009
HARRIS J. ASHTON* Trustee
Harris J. Ashton Dated: February 9, 2009
ROBERT F. CARLSON* Trustee
Robert F. Carlson Dated: February 9, 2009
SAM GINN* Trustee
Sam Ginn Dated: February 9, 2009
EDITH E. HOLIDAY* Trustee
Edith E. Holiday Dated: February 9, 2009
RUPERT H. JOHNSON, JR.* Trustee
Rupert H. Johnson, Jr. Dated: February 9, 2009
FRANK W.T. LAHAYE* Trustee
Frank W.T. LaHaye Dated: February 9, 2009
FRANK A. OLSON* Trustee
Frank A. Olson Dated: February 9, 2009
LARRY D. THOMPSON* Trustee
Larry D. Thompson Dated: February 9, 2009
JOHN B WILSON* Trustee
John B. Wilson Dated: February 9, 2009
*By /s/ DAVID P. GOSS
David P. Goss, Attorney-in-Fact
(Pursuant to Powers of Attorney filed herewith)
FRANKLIN CUSTODIAN FUNDS
REGISTRATION STATEMENT
EXHIBITS INDEX
EXHIBIT NO. DESCRIPTION LOCATION
EX-99.(1)(a) Agreement and Declaration of *
Trust of Franklin Custodian
Funds, a Delaware statutory
trust, dated October 18, 2006
EX-99.(1)(b) Certificate of Amendment dated *
December 4, 2006 of Agreement
and Declaration of Trust dated
October 18, 2006
EX-99.(1)(c) Certificate of Amendment dated *
October 21, 2008 of Agreement
and Declaration of Trust dated
October 18, 2006
EX-99.(1)(d) Certificate of Trust of Franklin *
Custodian Funds dated October
18, 2006
EX-99.(1)(e) Certificate of Amendment dated *
December 4, 2006 to the
Certificate of Trust dated
October 18, 2006
EX-99.(2)(a) By-Laws of Franklin Custodian *
Funds, a Delaware statutory
trust, dated October 18, 2006
EX-99.(2)(b) Certificate of Amendment dated *
December 4, 2006 of By-Laws
dated October 18, 2006
EX-99.(5)(a) Articles III, V, VI, VII, VIII *
and IX of the Agreement and
Declaration of Trust of
Franklin Custodian Funds, a
Delaware statutory trust dated
October 18, 2006
EX-99.(5)(b) Article VII of the Agreement and *
Declaration of Trust as amended
by the Certificate of Amendment
of Agreement and Declaration of
Trust dated October 21, 2008
EX-99.(5)(c) Articles II, VI and VII of the *
By-Laws of Franklin Custodian
Funds, a Delaware statutory
trust, dated October 18, 2006
EX-99.(6)(a) Investment Management Agreement *
between the Registrant on behalf
of the Franklin DynaTech Fund
and Franklin Advisers, Inc.
dated February 1, 2008
EX-99.(6)(b) Investment Management Agreement *
between the Registrant on behalf
of the Franklin Growth Fund and
Franklin Advisers, Inc. dated
November 1, 2008
EX-99.(6)(c) Sub-Advisory Agreement between *
the Franklin Advisers, Inc., on
behalf of the Franklin Growth
Fund, and Franklin Investment
Advisory Services, LLC dated
November 1, 2008
EX-99.(6)(d) Investment Management Agreement *
between the Registrant on behalf
of the Franklin Income Fund and
Franklin Advisers, Inc. dated
February 1, 2008
EX-99.(6)(e) Investment Management Agreement *
between the Registrant on behalf
of the Franklin U.S. Government
Securities Fund and Franklin
Advisers, Inc. dated February 1,
2008
EX-99.(6)(f) Investment Management Agreement *
between the Registrant on behalf
of the Franklin Utilities Fund
and Franklin Advisers, Inc.
dated February 1, 2008
EX-99.(7)(a) Distribution Agreement between *
Registrant and
Franklin/Templeton Distributors,
Inc. dated February 1, 2008
EX-99.(7)(b) Form of Selling Agreements *
between Franklin/Templeton
Distributors, Inc. and
Securities Dealers dated
November 1, 2003
EX-99.(7)(c) Amendment dated May 15, 2006 to *
form of Selling Agreements
between Franklin/Templeton
Distributors, Inc. and
Securities Dealers dated
November 1, 2003
EX-99.(8)(a) Master Custody Agreement between *
Registrant and The Bank of New
York Mellon dated February 16,
1996
EX-99.(8)(b) Amendment dated May 7, 1997 to *
the Master Custody Agreement
dated February 16, 1996 between
the Registrant and The Bank of
New York Mellon
EX-99.(8)(c) Amendment dated February 27, *
1998 to the Master Custody
Agreement dated February 16,
1996 between the Registrant and
The Bank of New York Mellon
EX-99.(8)(d) Amendment dated December 5, 2008 *
to Exhibit A of the Master
Custody Agreement between
Registrant and The Bank of New
York Mellon made as of February
16, 1996
EX-99.(8)(e) Amended and Restated Foreign *
Custody Manager Agreement
between the Registrant and The
Bank of New York Mellon made as
of May 16, 2001
EX-99.(8)(f) Amendment dated December 1, *
2008, to Schedule 1 of the
Amended and Restated Foreign
Custody Manager Agreement
between the Registrant and The
Bank of New York Mellon as of
May 16, 2003
EX-99.(8)(g) Amendment dated November 14, *
2008, to Schedule 2 of the
Amended and Restated Foreign
Custody Manager Agreement
between the Registrant and The
Bank of New York Mellon as of
May 16, 2001
EX-99.(8)(h) Terminal Link Agreement between *
Registrant and The Bank of New
York Mellon dated February 16,
1996
EX-99.(10)(a) Distribution Plan pursuant to *
Rule 12b-1 between the
Registrant, on behalf of
Franklin DynaTech Fund - Class
A, and Franklin/Templeton
Distributors, Inc. dated
February 1, 2008
EX-99.(10)(b) Distribution Plan pursuant to *
Rule 12b-1 between the
Registrant, on behalf of
Franklin Growth Fund - Class A,
and Franklin/Templeton
Distributors, Inc. dated
February 1, 2008
EX-99.(10)(c) Distribution Plan pursuant to *
Rule 12b-1 between the
Registrant, on behalf of
Franklin Income Fund - Class A,
and Franklin/Templeton
Distributors, Inc. dated
February 1, 2008
EX-99.(10)(d) Distribution Plan pursuant to *
Rule 12b-1 between the
Registrant, on behalf of
Franklin U.S. Government
Securities Fund - Class A, and
Franklin/Templeton Distributors,
Inc. dated February 1, 2008
EX-99.(10)(e) Distribution Plan pursuant to *
Rule 12b-1 between the
Registrant, on behalf of the
Franklin Utilities Fund - Class
A, and Franklin/Templeton
Distributors, Inc. dated
February 1, 2008
EX-99.(10)(f) Distribution Plan pursuant to *
Rule 12b-1 between the
Registrant, on behalf of
Franklin DynaTech Fund, Franklin
Growth Fund, Franklin Income
Fund, Franklin U.S. Government
Securities Fund and Franklin
Utilities Fund - Class C, and
Franklin/Templeton Distributors,
Inc. dated February 1, 2008
EX-99.(10)(g) Distribution Plan pursuant to *
Rule 12b-1 between the
Registrant, on behalf of
Franklin DynaTech Fund, Franklin
Growth Fund and Franklin Income
Fund - Class B, and
Franklin/Templeton Distributors,
Inc. dated February 1, 2008
EX-99.(10)(h) Distribution Plan pursuant to *
Rule 12b-1 between the
Registrant, on behalf of
Franklin Income Fund - Class B1,
Franklin U.S. Government
Securities Fund and Franklin
Utilities Fund - Class B, and
Franklin/Templeton Distributors,
Inc. dated February 1, 2008
EX-99.(10)(i) Distribution Plan pursuant to *
Rule 12b-1 between the
Registrant, on behalf of
Franklin Growth Fund, Franklin
Income Fund, Franklin U.S.
Government Securities Fund and
Franklin Utilities Fund - Class
R, and Franklin/Templeton
Distributors, Inc. dated
February 1, 2008
EX-99.(10)(j) Distribution Plan pursuant to *
Rule 12b-1 between the
Registrant, on behalf of
Franklin DynaTech Fund - Class
R, and Franklin/Templeton
Distributors, Inc. dated
December 1, 2008
EX-99.(10)(k) Multiple Class Plan on behalf of *
Franklin DynaTech Fund dated
July 10, 2008
EX-99.(10)(l) Multiple Class Plan on behalf of *
Franklin Growth Fund dated
October 17, 2006
EX-99.(10)(m) Multiple Class Plan on behalf of *
Franklin Income Fund dated
October 17, 2006
EX-99.(10)(n) Multiple Class Plan on behalf of *
U.S. Government Securities Fund
dated October 17, 2006
EX-99.(10)(o) Multiple Class Plan on behalf of *
Franklin Utilities Fund dated
October 17, 2006
EX-99.(11)(a) Opinion and Consent of Counsel Attached
dated February 9, 2009
EX-99.(12)(a) Opinion and Consent of Counsel *
dated February 4, 2009
EX-99.(13)(a) Subcontract for Fund *
Administrative Services dated
March 1, 2008 between Franklin
Advisers, Inc. and Franklin
Templeton Services, LLC as
amended November 1, 2008
EX-99.(14)(a) Consent of Independent *
Registered Public Accounting Firm
EX-99.(16)(a) Powers of Attorney dated *
December 1, 2008
EX-99.(16)(b) Power of Attorney dated December *
1, 2008
EX-99.(17)(a) Code of Ethics dated May, 2008 *
*Incorporated By Reference