EXHIBIT 3.1
FRANKLIN RESOURCES, INC.
OFFICERS' CERTIFICATE
On this 8th day of April, 2003, the undersigned, Gregory E.
Johnson, President, and Leslie M. Kratter, Senior Vice President and Secretary,
of Franklin Resources, Inc., a Delaware corporation (the "Company"), pursuant to
Sections 102, 301 and 303 of the Indenture, dated as of May 19, 1994, as
supplemented on October 9, 1996 (the "Indenture"), between the Company and
JPMorgan Chase Bank, as Trustee, do hereby certify in the name and on behalf of
the Company that:
(a) Pursuant to resolutions duly adopted by unanimous
written consent in lieu of a meeting by the Board of Directors of the
Company on April 3, 2003 and by the Pricing Committee on April 4,
2003 (a copy of such resolutions is attached hereto as Exhibit A),
the undersigned, on behalf of the Company, have authorized and
approved the issuance of a series of Securities (as that term is
defined in the Indenture) under the Indenture, with the following
terms:
1. The title of the Securities of the series is
3.700% Senior Notes due 2008 (the "Notes"), CUSIP number
354613 AD 3.
2. The limit upon the aggregate principal
amount of the Notes which may be authenticated and
delivered (except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or
in lieu of other Notes pursuant to Sections 304, 305, 306,
905 or 1107 of the Indenture) is $420,000,000. Pursuant to
the Indenture, the limit upon the aggregate principal
amount of the Notes may be increased by the Company
without the consent of the holders of any outstanding
Notes.
3. The date on which the principal of the Notes
is payable, unless accelerated pursuant to the Indenture,
is April 15, 2008.
4. The rate at which the Notes bear interest is
3.700% per annum.
5. The date from which interest will accrue on
the Notes is April 8, 2003.
6. The Interest Payment Dates on which interest
on the Notes will be payable are April 15 and October 15.
The initial Interest Payment Date is October 15, 2003. The
Regular Record Dates for the interest payable on the Notes
on any Interest Payment Date are the April 1 and October
1, as the case may be, immediately preceding such Interest
Payment Date. Interest on the Notes will be payable to the
persons in whose name the Notes are registered at the
close of business on the Regular Record Date for such
interest payment, except that interest payable on April
15, 2008 shall be payable to the persons to whom principal
is payable on such date.
7. The place where the principal of and
interest on the Notes will be payable is at the agency of
the Trustee maintained for that purpose at the office of
JPMorgan Chase Bank in the City of New York, New York;
provided that payment of interest, other than at Stated
Maturity (as defined in the Indenture), may be made at the
option of the Company by check mailed to the address of
the person entitled thereto as such address shall appear
in the Security Register (as defined in the Indenture);
and provided further that the Depository (as defined in
the Indenture), or its nominee, as holder of Notes in
global form, shall be entitled to receive payments of
interest by wire transfer of immediately available funds.
8. The Notes will not be redeemable at the
option of the Company.
9. There is no obligation of the Company to
redeem or purchase the Notes pursuant to any sinking fund
or analogous provisions, or to repay any of the Notes
prior to Stated Maturity at the option of a holder
thereof.
10. The Notes will be issued in fully
registered form in denominations of $1,000 or any amount
in excess thereof which is an integral multiple of $1,000.
11. The definition "Material Subsidiary" in
Section 101 of the Indenture is amended, for purposes of
the Notes, to read in its entirety as follows:
"Material Subsidiary" means (a) Franklin
Advisers, Inc., (b) Franklin/Templeton Distributors, Inc.,
(c) Franklin Templeton Investor Services, LLC, (d)
Templeton Global Advisors Limited, (e) Templeton
Investment Counsel, LLC, (f) Franklin Mutual Advisers,
LLC, (g) Fiduciary Trust Company International, (h) any
other Subsidiary which owns, directly or indirectly, any
of the capital stock of any of the companies listed in (a)
through (g) above or any successor entity and (i) any
other Subsidiary with which any of the companies listed in
(a) through (g) above or any successor entity is merged or
consolidated or which acquires or succeeds to a
significant portion of the business, properties or assets
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of any of the companies listed in (a) through (g) above or
any successor entity.
12. The Notes will be issued in global form.
The Depository Trust Company will be the Depository for
the Notes in global form. The Notes will only be
transferred in accordance with the provisions of Section
305 of the Indenture.
(b) The form of the global Security representing the Notes
is attached hereto as Exhibit B.
(c) The Trustee is appointed as Registrar and Paying
Agent.
(d) The foregoing form and terms of the Notes have been
established in conformity with the provisions of the Indenture.
(e) The undersigned have read the provisions of Sections
301 and 303 of the Indenture and the definitions relating thereto and
the resolutions adopted by the Board of Directors of the Company and
a duly authorized committee thereof delivered herewith and have
examined the form of global Security representing the Notes. In the
opinion of each of the undersigned, each has made such examination or
investigation as is necessary to enable him to express an informed
opinion as to whether or not (1) all conditions precedent provided in
the Indenture relating to the establishment, authentication and
delivery of the series of Securities under the Indenture, designated
as the Notes in this Certificate, have been complied with and (2) any
event which is, or after notice or lapse of time would become, an
Event of Default (as defined in the Indenture) with respect to any of
the Securities has occurred and is continuing. In the opinion of each
of the undersigned, all such conditions precedent have been complied
with and no such event has occurred and is continuing.
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IN WITNESS WHEREOF, the undersigned have duly executed this
Officers' Certificate as of the date first written above.
/s/ Gregory E. Johnson
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Gregory E. Johnson
President
/s/ Leslie M. Kratter
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Leslie M. Kratter
Senior Vice President and Secretary
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