485BPOS 1 filing154.htm PRIMARY DOCUMENT

As filed with the Securities and Exchange Commission May 31, 2017

 

File Nos.

002-11346

811-00537

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

 

 

 

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[X]

 

Pre-Effective Amendment No._____

 

Post-Effective Amendment No. 115

[X]

 

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

[X]

 

Amendment No. 60

[X]

 

FRANKLIN CUSTODIAN FUNDS

(Exact Name of Registrant as Specified in Charter)

 

ONE FRANKLIN PARKWAY, SAN MATEO, CA  94403-1906

(Address of Principal Executive Offices) (Zip Code)

 

(650) 312-2000

(Registrant's Telephone Number, Including Area Code)

 

Craig S. Tyle, One Franklin Parkway, San Mateo, CA  94403-1906

(Name and Address of Agent for Service of Process)

 

Approximate Date of Proposed Public Offering:

 

It is proposed that this filing will become effective (check appropriate box)

 

[ ]

immediately upon filing pursuant to paragraph (b)

[X]

on June 9, 2017 pursuant to paragraph (b)

[ ]

60 days after filing pursuant to paragraph (a)(1)

[ ]

on (date) pursuant to paragr0aph (a)(1)

[ ]

75 days after filing pursuant to paragraph (a)(2)

[ ]

on (date) pursuant to paragraph (a)(2)of Rule 485

 

If appropriate, check the following box:

 

[ ]

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 

     

This Post-Effective Amendment (Amendment) to the Registrant’s registration statement on Form N-1A (Amendment) is being filed pursuant to 485(a)(b) under the Securities Act of 1933 (1933 Act) and the Investment Company Act of 1940 to amend and supplement Post-Effective Amendment No. 113/58 to the Registrant's registration statement on Form N-1A (PEA 113/58) filed on January 26, 2017 (Accession No. 0001379491-17-000350) as it relates only to the prospectuses (Part A) and statements of additional information (SAI) (Part B) of the Franklin DynaTech Fund, Franklin Growth Fund, Franklin Income Fund, Franklin U.S. Government Securities Fund and Franklin Utilities, each a series of Registrant (Funds).  The prospectuses and SAIs of the Funds, as filed in PEA 113/58, are incorporated into this Amendment by reference.  This Amendment is being filed to register an additional class of shares for the Fund under the 1933 Act.  This Amendment does not otherwise delete, amend or supersede any other information relating to any other series of the Registrant.


 

 

FCF P2 06/17

SUPPLEMENT DATED June 9, 2017

TO THE PROSPECTUS DATED FEBRUARY 1, 2017

OF

EACH OF THE LISTED FUNDS

Franklin Custodian Funds

Franklin DynaTech Fund
Franklin Growth Fund
Franklin Income Fund
Franklin U.S. Government Securities Fund
Franklin Utilities Fund

The prospectus is amended as follows:

I.          The Franklin DynaTech Fund, Franklin Growth Fund, Franklin Income Fund, Franklin U.S. Government Securities Fund and Franklin Utilities Fund (each, a “Fund” and together, the “Funds”) will begin offering Class T shares on or about June 12, 2017.  Therefore, on or about June 12, 2017, each Fund will offer six classes of shares, Class A, Class T, Class C, Class R, Class R6 and Advisor Class shares.

II.         The table listing the Fund’s classes on the cover of the prospectus is replaced with the following: 

 

Class A

Class T

Class C

Class R

Class R6

Advisor Class

Franklin DynaTech Fund

FKDNX

Pending

FDYNX

FDNRX

FDTRX

FDYZX

Franklin Growth Fund

FKGRX

Pending

FRGSX

FGSRX

FIFRX

FCGAX

Franklin Income Fund

FKINX

Pending

FCISX

FISRX

FNCFX

FRIAX

Franklin U.S. Government Securities Fund

FKUSX

Pending

FRUGX

FUSRX

FGORX

FUSAX

Franklin Utilities Fund

FKUTX

Pending

FRUSX

FRURX

FUFRX

FRUAX

III.        The following replaces the “Fund Summaries – Franklin DynaTech Fund – Fees and Expenses of the Fund” section of the prospectus beginning on page 2:

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $50,000 in Franklin Templeton funds. You may qualify for sales charge discounts in Class T if you invest at least $250,000 in the Fund at one time. More information about these and other discounts is available from your financial professional and under “Your Account” on page 109 in the Fund’s Prospectus and under “Buying and Selling Shares” on page 71 of the Fund’s Statement of Additional Information. In addition, more information about sales charge discounts and waivers for purchases of shares through specific intermediaries is set forth in Appendix A - Intermediary Sales Charge Discounts and Waivers to the Fund’s prospectus.

Please note that the tables and examples below do not reflect any transaction fees that may be charged by financial intermediaries, or commissions that a shareholder may be required to pay directly to its financial intermediary when buying or selling Class R6 or Advisor Class shares.

Shareholder Fees

(fees paid directly from your investment)

 

Class A

Class T1

Class C

Class R

Class R6

Advisor Class

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)

5.75%

2.50%

None

None

None

None

Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)

None2

None

1.00%

None

None

None

1. The Fund began offering Class T shares on June 12, 2017.

1


 

2. There is a 1% contingent deferred sales charge that applies to investments of $1 million or more (see "Investments of $1 Million or More" under "Choosing a Share Class") and purchases by certain retirement plans without an initial sales charge on shares sold within 18 months of purchase.

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

   

Class A

Class T

Class C

Class R

Class R6

Advisor Class

Management fees 

0.47%

0.47%

0.47%

0.47%

0.47%

0.47%

Distribution and service (12b-1) fees 

0.25%

0.25%

1.00%

0.50%

None

None

Other expenses1 

0.19%

0.19%

0.19%

0.19%

0.02%

0.19%

Acquired fund fees and expenses2

0.01%

0.01%

0.01%

0.01%

0.01%

0.01%

Total annual Fund operating expenses2 

0.92%

0.92%

1.67%

1.17%

0.50%

0.67%

Fee waiver and/or expense reimbursement3

-0.01%

-0.01%

-0.01%

-0.01%

-0.01%

-0.01%

Total annual Fund operating expenses after fee waiver and/or expense reimbursement2,3

0.91%

0.91%

1.66%

1.16%

0.49%

0.66%

1. The Fund began offering Class T shares on June 12, 2017.  Other expenses for Class T are based on estimated amounts for the current fiscal year.

2. Total annual Fund operating expenses differ from the ratio of expenses to average net assets shown in the Financial Highlights, which reflect the operating expenses of the Fund and do not include acquired fund fees and expenses.               

3. The investment manager has contractually agreed in advance to reduce (waive) its fee for the next 12-month period as a result of the Fund's investment in a Franklin Templeton money fund (acquired fund). Contractual fee waiver and/or expense reimbursement agreements may not be changed or terminated during the time period set forth above.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The Example reflects adjustments made to the Fund’s operating expenses due to the fee waivers and/or expense reimbursements by management for the 1 Year numbers only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

3 Years

5 Years

10 Years

Class A

$663

$850

$1,054

$1,641

Class T

$341

$535

$746

$1,353

Class C

$269

$526

$907

$1,976

Class R

$118

$371

$643

$1,420

Class R6

$50

$159

$279

$628

Advisor Class

$67

$213

$372

$834

If you do not sell your shares:

 

 

 

 

Class C

$169

$526

$907

$1,976

IV.        The following is added to the bottom of the “Fund Summary – Franklin Dynatech Fund – Performance – Class A Total Returns” bar chart on page 6 of the prospectus:

As of March 31, 2017, the Fund’s year-to-date return was 13.38%.

V.         The following is added to the “Fund Summaries – Franklin Dynatech Fund – Performance – Average Annual Total Returns” table on page 7 of the prospectus:

   

1 Year

5 Years

10 Years

Franklin DynaTech Fund - Class T   

-1.25%

13.10%

8.61%

2


 

VI.        The following replaces the second paragraph after the “Average Annual Total Returns” table in the “Fund Summaries – Franklin DynaTech Fund – Performance” section on page 7 of the prospectus:

Historical performance for Class T, Class R and Advisor Class shares prior to their inception is based on the performance of Class A shares.  Class T, Class R and Advisor Class shares performance has been adjusted to reflect differences in sales charges and 12b-1 expenses (with respect to Class R only) between classes.

VII.       In the “Fund Summaries – Franklin DynaTech Fund” section, the paragraph under “Purchase and Sale of Fund Shares” on page 8 of the prospectus is replaced with the following:

You may purchase or redeem shares of the Fund on any business day online through our website at franklintempleton.com, by mail (Franklin Templeton Investor Services, P.O. Box 997151, Sacramento, CA 95899-7151), or by telephone at (800) 632-2301. For Class A, T, C and R, the minimum initial purchase for most accounts is $1,000 (or $50 under an automatic investment plan). Class R6 and Advisor Class are only available to certain qualified investors and the minimum initial investment will vary depending on the type of qualified investor, as described under "Your Account — Choosing a Share Class — Qualified Investors — Class R6" and "— Advisor Class" in the Fund's prospectus. There is no minimum investment for subsequent purchases.

VIII.      The following replaces the “Fund Summaries – Franklin Growth Fund – Fees and Expenses of the Fund” section of the prospectus beginning on page 9:

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $50,000 in Franklin Templeton funds. You may qualify for sales charge discounts in Class T if you invest at least $250,000 in the Fund at one time. More information about these and other discounts is available from your financial professional and under “Your Account” on page 109 in the Fund’s Prospectus and under “Buying and Selling Shares” on page 71 of the Fund’s Statement of Additional Information. In addition, more information about sales charge discounts and waivers for purchases of shares through specific intermediaries is set forth in Appendix A - Intermediary Sales Charge Discounts and Waivers to the Fund’s prospectus.

Please note that the tables and examples below do not reflect any transaction fees that may be charged by financial intermediaries, or commissions that a shareholder may be required to pay directly to its financial intermediary when buying or selling Class R6 or Advisor Class shares.

Shareholder Fees

(fees paid directly from your investment)

 

Class A

Class T1

Class C

Class R

Class R6

Advisor Class

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)

5.75%

2.50%

None

None

None

None

Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)

None2

None

1.00%

None

None

None

1. The Fund began offering Class T shares on June 12, 2017.

2. There is a 1% contingent deferred sales charge that applies to investments of $1 million or more (see "Investments of $1 Million or More" under "Choosing a Share Class") and purchases by certain retirement plans without an initial sales charge on shares sold within 18 months of purchase.

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

   

Class A

Class T

Class C

Class R

Class R6

Advisor Class

Management fees 

0.45%

0.45%

0.45%

0.45%

0.45%

0.45%

Distribution and service (12b-1) fees 

0.25%

0.25%

1.00%

0.50%

None

None

Other expenses1 

0.18%

0.18%

0.18%

0.18%

0.01%

0.18%

Acquired fund fees and expenses2

0.02%

0.02%

0.02%

0.02%

0.02%

0.02%

Total annual Fund operating expenses2 

0.90%

0.90%

1.65%

1.15%

0.48%

0.65%

Fee waiver and/or expense reimbursement3

-0.02%

-0.02%

-0.02%

-0.02%

-0.02%

-0.02%

Total annual Fund operating expenses after fee waiver and/or expense reimbursement2,3

0.88%

0.88%

1.63%

1.13%

0.46%

0.63%

3


 

1. The Fund began offering Class T shares on June 12, 2017.  Other expenses for Class T are based on estimated amounts for the current fiscal year.

2. Total annual Fund operating expenses differ from the ratio of expenses to average net assets shown in the Financial Highlights, which reflect the operating expenses of the Fund and do not include acquired fund fees and expenses.

3.        The investment manager has contractually agreed in advance to reduce (waive) its fee for the next 12-month period as a result of the Fund's investment in a Franklin Templeton money fund (acquired fund). Contractual fee waiver and/or expense reimbursement agreements may not be changed or terminated during the time period set forth above.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The Example reflects adjustments made to the Fund’s operating expenses due to the fee waivers and/or expense reimbursements by management for the 1 Year numbers only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

3 Years

5 Years

10 Years

Class A

$660

$844

$1,043

$1,618

Class T

$338

$528

$734

$1,329

Class C

$266

$518

$895

$1,954

Class R

$115

$363

$631

$1,397

Class R6

$47

$152

$267

$602

Advisor Class

$64

$206

$360

$809

If you do not sell your shares:

 

 

 

 

Class C

$166

$518

$895

$1,954

IX.        The following is added to the bottom of the “Fund Summary – Franklin Growth Fund – Performance – Class A Total Returns” bar chart on page 13 of the prospectus:

As of March 31, 2017, the Fund’s year-to-date return was 8.22%.

X.         The following is added to the “Fund Summaries – Franklin Growth Fund – Performance – Average Annual Total Returns” table on page 14 of the prospectus:

   

1 Year

5 Years

10 Years

Franklin Growth Fund - Class T   

5.70%

12.74%

7.26%

Historical performance for Class T shares prior to their inception is based on the performance of Class A shares.  Class T shares performance has been adjusted to reflect differences in sales charges between classes.

XI.        In the “Fund Summaries – Franklin Growth Fund” section, the paragraph under “Purchase and Sale of Fund Shares” on page 15 of the prospectus is replaced with the following:

You may purchase or redeem shares of the Fund on any business day online through our website at franklintempleton.com, by mail (Franklin Templeton Investor Services, P.O. Box 997151, Sacramento, CA 95899-7151), or by telephone at (800) 632-2301. For Class A, T, C and R, the minimum initial purchase for most accounts is $1,000 (or $50 under an automatic investment plan). Class R6 and Advisor Class are only available to certain qualified investors and the minimum initial investment will vary depending on the type of qualified investor, as described under "Your Account — Choosing a Share Class — Qualified Investors — Class R6" and "— Advisor Class" in the Fund's prospectus. There is no minimum investment for subsequent purchases.

4


 

XII.       The following replaces the “Fund Summaries – Franklin Income Fund – Fees and Expenses of the Fund” section of the prospectus beginning on page 16:

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. You may qualify for sales charge discounts in Class T if you invest at least $250,000 in the Fund at one time. More information about these and other discounts is available from your financial professional and under “Your Account” on page 109 in the Fund’s Prospectus and under “Buying and Selling Shares” on page 71 of the Fund’s Statement of Additional Information. In addition, more information about sales charge discounts and waivers for purchases of shares through specific intermediaries is set forth in Appendix A - Intermediary Sales Charge Discounts and Waivers to the Fund’s prospectus.

Please note that the tables and examples below do not reflect any transaction fees that may be charged by financial intermediaries, or commissions that a shareholder may be required to pay directly to its financial intermediary when buying or selling Class R6 or Advisor Class shares.

Shareholder Fees

(fees paid directly from your investment)

 

Class A

Class T1

Class C

Class R

Class R6

Advisor Class

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)

4.25%

2.50%

None

None

None

None

Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)

None2

None

1.00%

None

None

None

1. The Fund began offering Class T shares on June 12, 2017.

2. There is a 0.75% contingent deferred sales charge that applies to investments of $1 million or more (see "Investments of $1 Million or More" under "Choosing a Share Class") and purchases by certain retirement plans without an initial sales charge on shares sold within 18 months of purchase.

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

   

Class A

Class T

Class C

Class R

Class R6

Advisor Class

Management fees 

0.37%

0.37%

0.37%

0.37%

0.37%

0.37%

Distribution and service (12b-1) fees 

0.15%

0.25%

0.65%

0.50%

None

None

Other expenses1 

0.09%

0.09%

0.09%

0.09%

0.01%

0.09%

Total annual Fund operating expenses 

0.61%

0.71%

1.11%

0.96%

0.38%

0.46%

1. The Fund began offering Class T shares on June 12, 2017.  Other expenses for Class T are based on estimated amounts for the current fiscal year. 

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The Example reflects adjustments made to the Fund’s operating expenses due to the fee waivers and/or expense reimbursements by management for the 1 Year numbers only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

3 Years

5 Years

10 Years

Class A

$485

$612

$751

$1,155

Class T

$321

$471

$635

$1,082

Class C

$213

$353

$612

$1,352

Class R

$98

$306

$531

$1,178

Class R6

$39

$122

$213

$480

Advisor Class

$47

$148

$258

$579

If you do not sell your shares:

 

 

 

 

Class C

$113

$353

$612

$1,352

5


 

XIII.      The following is added to the bottom of the “Fund Summary – Franklin Income Fund – Performance – Class A Total Returns” bar chart on page 21 of the prospectus:

As of March 31, 2017, the Fund’s year-to-date return was 3.48%.

XIV.      The following is added to the “Fund Summaries – Franklin Income Fund – Performance – Average Annual Total Returns” table on page 22 of the prospectus:

   

1 Year

5 Years

10 Years

Franklin Income Fund - Class T   

13.37%

7.15%

4.94%

Historical performance for Class T shares prior to their inception is based on the performance of Class A shares.  Class T shares performance has been adjusted to reflect differences in sales charges between classes.

XV.       In the “Fund Summaries – Franklin Income Fund” section, the paragraph under “Purchase and Sale of Fund Shares” on page 23 of the prospectus is replaced with the following:

You may purchase or redeem shares of the Fund on any business day online through our website at franklintempleton.com, by mail (Franklin Templeton Investor Services, P.O. Box 997151, Sacramento, CA 95899-7151), or by telephone at (800) 632-2301. For Class A, T, C and R, the minimum initial purchase for most accounts is $1,000 (or $50 under an automatic investment plan). Class R6 and Advisor Class are only available to certain qualified investors and the minimum initial investment will vary depending on the type of qualified investor, as described under "Your Account — Choosing a Share Class — Qualified Investors — Class R6" and "— Advisor Class" in the Fund's prospectus. There is no minimum investment for subsequent purchases.

XVI.      The following replaces the “Fund Summaries – Franklin U.S. Government Securities Fund – Fees and Expenses of the Fund” section of the prospectus beginning on page 24:

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. You may qualify for sales charge discounts in Class T if you invest at least $250,000 in the Fund at one time. More information about these and other discounts is available from your financial professional and under “Your Account” on page 109 in the Fund’s Prospectus and under “Buying and Selling Shares” on page 71 of the Fund’s Statement of Additional Information. In addition, more information about sales charge discounts and waivers for purchases of shares through specific intermediaries is set forth in Appendix A - Intermediary Sales Charge Discounts and Waivers to the Fund’s prospectus.

Please note that the tables and examples below do not reflect any transaction fees that may be charged by financial intermediaries, or commissions that a shareholder may be required to pay directly to its financial intermediary when buying or selling Class R6 or Advisor Class shares.

Shareholder Fees

(fees paid directly from your investment)

 

Class A

Class T1

Class C

Class R

Class R6

Advisor Class

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)

4.25%

2.50%

None

None

None

None

Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)

None2

None

1.00%

None

None

None

1. The Fund began offering Class T shares on June 12, 2017.

6


 

2. There is a 0.75% contingent deferred sales charge that applies to investments of $1 million or more (see "Investments of $1 Million or More" under "Choosing a Share Class") and purchases by certain retirement plans without an initial sales charge on shares sold within 18 months of purchase.

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

   

Class A

Class T

Class C

Class R

Class R6

Advisor Class

Management fees 

0.46%

0.46%

0.46%

0.46%

0.46%

0.46%

Distribution and service (12b-1) fees 

0.15%

0.25%

0.65%

0.50%

None

None

Other expenses1 

0.16%

0.16%

0.16%

0.16%

0.03%

0.16%

Acquired fund fees and expenses2

0.01%

0.01%

0.01%

0.01%

0.01%

0.01%

Total annual Fund operating expenses2 

0.78%

0.88%

1.28%

1.13%

0.50%

0.63%

Fee waiver and/or expense reimbursement3

-0.01%

-0.01%

-0.01%

-0.01%

-0.01%

-0.01%

Total annual Fund operating expenses after fee waiver and/or expense reimbursement2,3

0.77%

0.87%

1.27%

1.12%

0.49%

0.62%

1. The Fund began offering Class T shares on June 12, 2017.  Other expenses for Class T are based on estimated amounts for the current fiscal year.

2. Total annual Fund operating expenses differ from the ratio of expenses to average net assets shown in the Financial Highlights, which reflect the operating expenses of the Fund and do not include acquired fund fees and expenses.

3. The investment manager has contractually agreed in advance to reduce (waive) its fee as a result of the Fund’s investment in a Franklin Templeton money fund (acquired fund) for the next 12-month period. Contractual fee waiver and/or expense reimbursement agreements may not be changed or terminated during the time period set forth above.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The Example reflects adjustments made to the Fund’s operating expenses due to the fee waivers and/or expense reimbursements by management for the 1 Year numbers only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

3 Years

5 Years

10 Years

Class A

$500

$663

$839

$1,349

Class T

$337

$523

$725

$1,279

Class C

$229

$405

$701

$1,545

Class R

$114

$358

$621

$1,374

Class R6

$50

$159

$279

$628

Advisor Class

$63

$201

$350

$786

If you do not sell your shares:

 

 

 

 

Class C

$129

$405

$701

$1,545

XVII.     The following is added to the bottom of the “Fund Summary – Franklin U.S. Government Securities Fund – Performance – Class A Total Returns” bar chart on page 29 of the prospectus:

As of March 31, 2017, the Fund’s year-to-date return was 0.13%.

XVIII.    The following is added to the “Fund Summaries – Franklin U.S. Government Securities Fund – Performance – Average Annual Total Returns” table on page 29 of the prospectus:

   

1 Year

5 Years

10 Years

Franklin U.S. Government Securities Fund - Class T   

-1.85%

0.62%

3.36%

Historical performance for Class T shares prior to their inception is based on the performance of Class A shares.  Class T shares performance has been adjusted to reflect differences in sales charges between classes.

7


 

XIX.      In the “Fund Summaries – Franklin U.S. Government Securities Fund” section, the paragraph under “Purchase and Sale of Fund Shares” on page 30 of the prospectus is replaced with the following:

You may purchase or redeem shares of the Fund on any business day online through our website at franklintempleton.com, by mail (Franklin Templeton Investor Services, P.O. Box 997151, Sacramento, CA 95899-7151), or by telephone at (800) 632-2301. For Class A, T, C and R, the minimum initial purchase for most accounts is $1,000 (or $50 under an automatic investment plan). Class R6 and Advisor Class are only available to certain qualified investors and the minimum initial investment will vary depending on the type of qualified investor, as described under "Your Account — Choosing a Share Class — Qualified Investors — Class R6" and "— Advisor Class" in the Fund's prospectus. There is no minimum investment for subsequent purchases.

XX.       The following replaces the “Fund Summaries – Franklin Utilities Fund – Fees and Expenses of the Fund” section of the prospectus beginning on page 32:

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. You may qualify for sales charge discounts in Class T if you invest at least $250,000 in the Fund at one time. More information about these and other discounts is available from your financial professional and under “Your Account” on page 109 in the Fund’s Prospectus and under “Buying and Selling Shares” on page 71 of the Fund’s Statement of Additional Information. In addition, more information about sales charge discounts and waivers for purchases of shares through specific intermediaries is set forth in Appendix A - Intermediary Sales Charge Discounts and Waivers to the Fund’s prospectus.

Please note that the tables and examples below do not reflect any transaction fees that may be charged by financial intermediaries, or commissions that a shareholder may be required to pay directly to its financial intermediary when buying or selling Class R6 or Advisor Class shares.

Shareholder Fees

(fees paid directly from your investment)

 

Class A

Class T1

Class C

Class R

Class R6

Advisor Class

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)

4.25%

2.50%

None

None

None

None

Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)

None2

None

1.00%

None

None

None

1. The Fund began offering Class T shares on June 12, 2017.

2. There is a 0.75% contingent deferred sales charge that applies to investments of $1 million or more (see "Investments of $1 Million or More" under "Choosing a Share Class") and purchases by certain retirement plans without an initial sales charge on shares sold within 18 months of purchase.

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

   

Class A

Class T

Class C

Class R

Class R6

Advisor Class

Management fees 

0.46%

0.46%

0.46%

0.46%

0.46%

0.46%

Distribution and service (12b-1) fees 

0.15%

0.25%

0.65%

0.50%

None

None

Other expenses1 

0.12%

0.12%

0.12%

0.12%

0.01%

0.12%

Total annual Fund operating expenses 

0.73%

0.83%

1.23%

1.08%

0.47%

0.58%

1. The Fund began offering Class T shares on June 12, 2017.  Other expenses for Class T are based on estimated amounts for the current fiscal year.

8


 

 

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The Example reflects adjustments made to the Fund’s operating expenses due to fee waivers and/or expense reimbursements by management for the 1 Year numbers only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

3 Years

5 Years

10 Years

Class A

$496

$648

$814

$1,293

Class T

$333

$508

$699

$1,222

Class C

$225

$390

$676

$1,489

Class R

$110

$343

$595

$1,317

Class R6

$48

$151

$263

$591

Advisor Class

$59

$186

$324

$726

If you do not sell your shares:

 

 

 

 

Class C

$125

$390

$676

$1,489

XXI.      The following is added to the bottom of the “Fund Summary – Franklin Utilities Fund – Performance – Class A Total Returns” bar chart on page 36 of the prospectus:

As of March 31, 2017, the Fund’s year-to-date return was 6.21%.

XXII.     The following is added to the “Fund Summaries – Franklin Utilities Fund – Performance – Average Annual Total Returns” table on page 36 of the prospectus:

   

1 Year

5 Years

10 Years

Franklin Utilities Fund - Class T   

14.82%

9.84%

7.24%

Historical performance for Class T shares prior to their inception is based on the performance of Class A shares.  Class T shares performance has been adjusted to reflect differences in sales charges between classes.

XXIII.    In the “Fund Summaries – Franklin Utilities Fund” section, the paragraph under “Purchase and Sale of Fund Shares” on page 37 of the prospectus is replaced with the following:

You may purchase or redeem shares of the Fund on any business day online through our website at franklintempleton.com, by mail (Franklin Templeton Investor Services, P.O. Box 997151, Sacramento, CA 95899-7151), or by telephone at (800) 632-2301. For Class A, T, C and R, the minimum initial purchase for most accounts is $1,000 (or $50 under an automatic investment plan). Class R6 and Advisor Class are only available to certain qualified investors and the minimum initial investment will vary depending on the type of qualified investor, as described under "Your Account — Choosing a Share Class — Qualified Investors — Class R6" and "— Advisor Class" in the Fund's prospectus. There is no minimum investment for subsequent purchases.

XXIV.   The first table of the “Your Account – Choosing a Share Class” section on page 109 is replaced with the following:

Class A 

Class T

Class C 

Class R 

Class R6 

Advisor Class 

Initial sales charge of 5.75% (DynaTech Fund and Growth Fund), 4.25% (Income Fund, Utilities Fund and U.S. Government Fund) or less 

Initial sales charge of 2.50% or less 

No initial sales charge 

No initial sales charge 

See "Qualified Investors - Class R6" below 

See "Qualified Investors - Advisor Class" below 

Deferred sales charge of 1% or 0.75% on purchases of $1 million or more sold within 18 months 

Deferred sales charge is not applicable

Deferred sales charge of 1% on shares you sell within 12 months 

Deferred sales charge is not applicable 

 

 

Lower annual expenses than Class C or R due to lower distribution fees 

Lower annual expenses than Class C or R due to lower distribution fees

Higher annual expenses than Class A due to higher distribution fees 

Higher annual expenses than Class A due to higher distribution fees (lower than Class C) 

 

 

9


 

The Fund began offering Class T shares on June 12, 2017.

XXV.    The “Your Account – Choosing a Share Class – Class A, C & R” section heading on page 110 is replaced with “Choosing a Share Class – Class A, T, C & R.”

XXVI.   The following is added to the “Your Account - Choosing a Share Class” section beginning on page 109:

Sales Charges - Class T  

when you invest this amount 

the sales charge makes up this % of the offering price1 

which equals this % of your net investment1 

Under $250,000 

2.50

2.56

$250,000 but under $500,000 

2.00 

2.04

$500,000 but under $1 million 

1.50 

1.52

$1 million or more 

1.00 

1.01

1.     The dollar amount of the sales charge is the difference between the offering price of the shares purchased (which factors in the applicable sales charge in this table) and the net asset value of those shares. Since the offering price is calculated to two decimal places using standard rounding criteria, the number of shares purchased and the dollar amount of the sales charge as a percentage of the offering price and of your net investment may be higher or lower depending on whether there was a downward or upward rounding.

Distribution and Service (12b-1) Fees

Class T has a distribution plan, sometimes known as a Rule 12b-1 plan, which allows the Fund to pay distribution fees of up to 0.25% per year to those who sell and distribute Class T shares and provide other services to shareholders. Because these fees are paid out of Class T’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

We calculate the amount of these fees over a 12-month period that may differ from the Fund's fiscal year. Therefore, the amount shown from time to time in the Fund's fee table (which is based upon the Fund's fiscal year) may differ from the amount set forth in the Rule 12b-1 plan due to timing differences.

XXVII.  The first sentence of the first paragraph of the “Your Account – Choosing a Share Class – Reinstatement Privilege” section on page 116 is replaced with the following:

If you sell any class of shares of a Franklin Templeton Investments fund (except Class T), you may reinvest all or a portion of the proceeds from that sale within 90 days within the same share class without an initial sales charge.

XXVIII. The “Your Account – Buying Shares – Minimum Investments – Class A, C & R” section heading on page 119 is replaced with “Minimum Investments – Class A, T, C & R.”

XXIX.   The first heading and paragraph of the “Your Account – Exchanging Shares – Exchange Privilege” section on page 127 is replaced with the following:

Class A, T, C & R

You can exchange shares between most Franklin Templeton funds within the same class,* generally without paying any additional sales charges. If you exchange shares from a money fund and those shares were not charged a sales charge previously, however, a sales charge may apply.  Further, any exchange between Franklin Templeton funds within Class T are subject to the Class T sales charges described under "Your Account — Choosing a Share Class — Class A, T, C & R — Sales Charges - Class T."

10


 

XXX. The “Your Account – Account Policies – Calculating Share Price – Class A, C, & R” section heading on page 131 is replaced with “Class A, T & C.”

XXXI.  The “Your Account – Account Policies – Dealer Compensation – Class A, C & R” section heading on page 136 is replaced with “Class A, T, C & R” and the tables beginning on page 137 are replaced with the following:

DynaTech and Growth Funds 

Class A 

Class T

Class C 

Class R 

Commission (%)   

-- 

-- 

1.001 

-- 

Investment under $50,000 

5.00 

2.50

-- 

-- 

$50,000 but under $100,000 

3.75 

2.50

-- 

-- 

$100,000 but under $250,000 

2.80 

2.50

-- 

-- 

$250,000 but under $500,000 

2.00 

2.00

-- 

-- 

$500,000 but under $1 million 

1.60 

1.50

-- 

-- 

$1 million or more 

up to 1.00 

1.00

-- 

-- 

12b-1 fee to dealer   

0.252 

0.25

1.003 

0.50 

 

 

Utilities and U.S. Government Securities Funds

Class A 

Class T

Class C 

Class R 

Commission (%)   

-- 

-- 

1.001 

-- 

Investment under $100,000 

4.00 

2.50

-- 

-- 

$100,000 but under $250,000 

2.80 

2.50

-- 

-- 

$250,000 but under $500,000 

2.00 

2.00

-- 

-- 

$500,000 but under $1 million 

1.60 

1.50

-- 

-- 

$1 million or more 

up to 0.75 

1.00

-- 

-- 

12b-1 fee to dealer   

0.152

0.25

0.653 

0.50 

 

Income Fund

Class A 

Class T

Class C 

Class R 

Commission (%)   

-- 

-- 

1.001 

-- 

Investment under $100,000 

4.00 

2.50

-- 

-- 

$100,000 but under $250,000 

2.80 

2.50

-- 

-- 

$250,000 but under $500,000 

2.00 

2.00

-- 

-- 

$500,000 but under $1 million 

1.60 

1.50

-- 

-- 

$1 million or more 

up to 0.75 

1.00

-- 

-- 

12b-1 fee to dealer   

0.152

0.25

0.653 

0.50 

Please keep this supplement with your prospectus for future reference.

11

FCF SA2 06/17

SUPPLEMENT DATED June 9, 2017

TO THE STATEMENT OF ADDITIONAL INFORMATION

DATED FEBRUARY 1, 2017

OF

EACH OF THE LISTED FUNDS

Franklin Custodian Funds

Franklin DynaTech Fund
Franklin Growth Fund
Franklin Income Fund
Franklin U.S. Government Securities Fund
Franklin Utilities Fund

The statement of additional information (SAI) is amended as follows:

I.          The Franklin DynaTech Fund, Franklin Growth Fund, Franklin Income Fund, Franklin U.S. Government Securities Fund and Franklin Utilities Fund (each, a “Fund” and together, the “Funds”) will begin offering Class T shares on or about June 12, 2017.  Therefore, on or about June 12, 2017, each Fund will offer six classes of shares, Class A, Class T, Class C, Class R, Class R6 and Advisor Class shares.

II.         The table listing the Fund’s classes on the cover of the prospectus is replaced with the following: 

 

Class A

Class T

Class C

Class R

Class R6

Advisor Class

Franklin DynaTech Fund

FKDNX

Pending

FDYNX

FDNRX

FDTRX

FDYZX

Franklin Growth Fund

FKGRX

Pending

FRGSX

FGSRX

FIFRX

FCGAX

Franklin Income Fund

FKINX

Pending

FCISX

FISRX

FNCFX

FRIAX

Franklin U.S. Government Securities Fund

FKUSX

Pending

FRUGX

FUSRX

FGORX

FUSAX

Franklin Utilities Fund

FKUTX

Pending

FRUSX

FRURX

FUFRX

FRUAX

III.        The following is added under the “Organization, Voting Rights and Principal Holders” section beginning on page 69:

Effective on June 12, 2017, each Fund also began offering Class T shares.  The full title of each Class T shares of the Fund is:

·        Franklin DynaTech Fund - Class T

·        Franklin Growth Fund - Class T

·        Franklin Income Fund - Class T

·        Franklin U.S. Government Securities Fund - Class T

·        Franklin Utilities Fund - Class T

IV.        The principal holders list for each Fund under the “Organization, Voting Rights and Principal Holders” section beginning on page 70 is replaced with the following:

As of May 10, 2017, the principal shareholders of the Fund, beneficial or of record, were:

 

Name and Address

Share Class

Percentage

(%)

Dynatech Fund

 

 

Edward Jones & Co.*

12555 Manchester Road

St. Louis, MO 63131-3710

A

27.69

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

A

6.95

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Flr.

499 Washington Blvd

Jersey City, NJ 07310-1995

A

6.38

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

C

11.86

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Flr.

499 Washington Blvd

Jersey City, NJ 07310-1995

C

8.17

Edward Jones & Co.*

12555 Manchester Road

St. Louis, MO 63131-3710

C

7.93

WFCS LLC*

2801 Market St

St. Louis, MO 63103-2523

C

6.01

Morgan Stanley Smith Barney*

Attn:  Mutual Fund Operations

2 Harborside Financial Ctr., Fl. 3

Jersey City, NJ 07311-1114

C

5.24

DCGT as Ttee and/or Cust*

FBO PLIC Various Retirement Plans

Omnibus

Attn:  NPIO Trade Desk

711 High Street

Des Moines, IA 50303

R

51.09

FT Moderate Allocation Fund

F/T Fund Allocator

c/o Fund Accounting

3344 Quality Dr.

Rancho Cordova, CA 95670-7313

R6

41.08

FT Growth Allocation Fund

F/T Fund Allocator

c/o Fund Accounting

3344 Quality Dr.

Rancho Cordova, CA 95670-7313

R6

32.40

FT Conservative Allocation Fund

F/T Fund Allocator

c/o Fund Accounting

3344 Quality Dr.

Rancho Cordova, CA 95670-7313

R6

19.03

Edward Jones & Co.*

12555 Manchester Road

St. Louis, MO 63131-3710

Advisor

45.77

American Enterprise Investment Svc.*

FBO 41999970

707 2nd Ave., S.

Minneapolis, MN 55402-2405

Advisor

6.99

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Flr.

499 Washington Blvd

Jersey City, NJ 07310-1995

Advisor

6.58

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

Advisor

5.72

Growth Fund

 

 

Edward Jones & Co.*

12555 Manchester Road

St. Louis, MO 63131-3710

A

31.73

Merrill Lynch Pierce Fenner & Smith*

Attn:  Fund Administration/97956

4800 Deer Lake Dr., E.

Jacksonville, FL 32246-6486

A

6.84

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

A

6.31

WFCS LLC*

2801 Market St.

St. Louis, MO 63103-2523

C

10.17

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

C

10.12

Edward Jones & Co.*

12555 Manchester Road

St. Louis, MO 63131-3710

C

7.28

Merrill Lynch Pierce Fenner & Smith*

4800 Deer Lake Dr., E.

Jacksonville, FL 32246-6484

C

6.69

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Floor

499 Washington Blvd.

Jersey City, NJ 07310-1995

C

6.05

Raymond James*

Attn:  Courtney Waller

880 Carillon Pkwy.

St. Petersburg, FL 33716-1102

C

5.04

Hartford Life Insurance Co*

Separate Account

Attn:  UIT Operations

P.O. Box 2999

Hartford, CT 06104-2999

R

34.14

State Street Bank and Trust*

FBO ADP Access Product

1 Lincoln St

Boston, MA 02111-2901

R

12.12

Voya Retirement Insurance and Annuity Co*

1 Orange Way B3N

Windsor, CT 06095-4773

R

9.02

Massachusetts Mutual Life Ins Co*

1295 State St

Springfield, MA 0111-0001

R

8.79

Voya Retirement Insurance and Annuity Co*

Separate Account F

1 Orange Way B3N

Windsor, CT 06095-4773

R

6.05

FT Moderate Allocation Fund

F/T Fund Allocator

c/o Fund Accounting

3344 Quality Dr.

Rancho Cordova, CA 95670-7313

R6

21.79

FT Growth Allocation Fund

F/T Fund Allocator

c/o Fund Accounting

3344 Quality Dr.

Rancho Cordova, CA 95670-7313

R6

16.15

FT Corefolio Allocation Fund

F/T Fund Allocator Series

c/o Fund Accounting

500 E. Broward Blvd.

Fort Lauderdale, FL 33394-3000

R6

11.67

FT Conservative Allocation Fund

F/T Fund Allocator

c/o Fund Accounting Dept.

3344 Quality Dr.

Rancho Cordova, CA 95670-7313

R6

9.24

Merrill Lynch Pierce Fenner & Smith*

for Sole Benefit of its Customers

Attn:  Fund Administration

4800 Deer Lake Dr., E.

Jacksonville, FL 32246-6484

R6

6.51

National Financial Services LLC*

FBO Exclusive Benefit of our Customers

Attn:  Mutual Fund Department 4th Floor

499 Washington Blvd.

Jersey City, NJ 07310-1995

R6

5.91

Edward Jones & Co. *

for the Benefit of Customers

12555 Manchester Road

St. Louis, MO 63131-3710

Advisor

9.13

Ellard Co*

c/o Fiduciary Trust Co Int’l

P.O. Box 3199

Church Street Station

New York, NY 10008

Advisor

7.34

DCGT as Ttee and/or Cust*

FBO PLIC Various Retirement Plans

Omnibus

Attn:  NPIO Trade Desk

711 High Street

Des Moines, IA 50303

Advisor

5.23

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Fl.

499 Washington Blvd

Jersey City, NJ 07310-1995

Advisor

5.22

Income Fund

 

 

Edward Jones & Co.*

12555 Manchester Road

St. Louis, MO 63131-3710

A

14.28

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

A

11.08

WFCS LLC*

2801 Market St.

St. Louis, MO 63103-2523

A

11.04

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Floor

499 Washington Blvd.

Jersey City, NJ 07310-1995

A

9.11

WFCS LLC*

2801 Market St.

St. Louis, MO 63103-2523

C

16.55

Morgan Stanley Smith Barney*

Attn:  Mutual Fund Operations

2 Harborside Financial Ctr., Floor 3

Jersey City NJ 07311-1114

C

11.18

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

C

9.80

Merrill Lynch Pierce Fenner & Smith*

Attn:  Fund Administration 97GM2

4800 Deer Lake Dr., E.

Jacksonville, FL 32246-6484

C

8.97

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Floor

499 Washington Blvd

Jersey City, NJ 07310-1995

C

6.94

Raymond James*

Omnibus for Mutual Funds

Attn:  Courtney Waller

880 Carillon Parkway

St. Petersburg, FL 33716-1102

C

6.84

Franklin Templeton Founding Funds

Allocation Fund

F/T Fund Allocator Series

c/o Fund Accounting

500 E Broward Blvd., Ste. 2100

Fort Lauderdale, FL 33394-3029

R6

90.20

Merrill Lynch Pierce Fenner & Smith*

Attn:  Fund Administration

4800 Deer Lake Dr., E.

Jacksonville, FL 32246-6484

R6

5.13

Morgan Stanley Smith Barney*

Attn:  Mutual Fund Operations

2 Harborside Financial Ctr., Floor 3

Jersey City NJ 07311-1114

Advisor

12.57

WFCS LLC*

2801 Market St

St. Louis, MO 63103-2523

Advisor

14.29

Merrill Lynch Pierce Fenner & Smith*

Attn:  Fund Administration/97N17

4800 Deer Lake Dr., E.

Jacksonville, FL 32246-6486

Advisor

10.33

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

Advisor

8.13

UBS WM USA*

1000 Harbor Blvd.

Weehawken, NJ 07086-6761

Advisor

7.60

American Enterprise Investment Svc*

707 2nd Ave., S.

Minneapolis, MN 55402-2405

Advisor

7.10

Raymond James*

Attn:  Courtney Waller

880 Carillon Parkway

St. Petersburg, FL 33716-1102

Advisor

6.60

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Floor

499 Washington Blvd

Jersey City, NJ 07310-1995

Advisor

6.56

LPL Financial*

Omnibus Customer Account

Attn:  Mutual Fund Trading

4707 Executive Drive

San Diego, CA 92121-3091

Advisor

6.16

Charles Schwab & Co*

WRAP Account

211 Main St.

San Francisco, CA 94105-1905

Advisor

5.39

U.S. Government Securities Fund

 

 

Edward Jones & Co.*

12555 Manchester Road

St. Louis, MO 63131-3710

A

18.29

Merrill Lynch Pierce Fenner & Smith*

4800 Deer Lake Dr., E. 2nd Floor

Jacksonville, FL 32246-6486

A

8.47

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

A

6.69

WFCS LLC*

2801 Market St.

St. Louis, MO 63103-2523

A

5.60

National Financial Services LLC*

Attn:  Mutual Fund Department, 4th Floor

499 Washington Blvd.

Jersey City, NJ 07310-1995

A

5.54

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

C

12.03

WFCS LLC*

2801 Market St.

St. Louis, MO 63103-2523

C

10.61

Edward Jones & Co.*

12555 Manchester Road

St. Louis, MO 63131-3710

C

9.26

Merrill Lynch Pierce Fenner & Smith*

Attn:  Fund Administration 97GM4

4800 Deer Lake Dr., E.

Jacksonville, FL 32246-6484

C

9.01

J.P. Morgan Securities LLC*

4 Chase Metrotech Center

Brooklyn, NY 11245-0001

C

8.45

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Flr

499 Washington Blvd.

Jersey City, NJ 07310-1995

C

7.92

Raymond James*

Omnibus for Mutual Funds

Attn:  Courtney Waller

880 Carillon Parkway

St. Petersburg, FL 33716-1102

C

5.15

State Street Bank and Trust*

as Trustee and/or Custodian

FBO ADP Access Product

1 Lincoln St.

Boston, MA 02111-2901

R

13.28

Reliance Trust Co Cust*

FBO MassMutual Omnibus PLL/SMF

P.O. Box 48529

Atlanta, GA 30362-1529

R

6.45

DCGT as Ttee and/or Cust*

FBO PLIC Various Retirement Plans

Omnibus

Attn:  NPIO Trade Desk

711 High Street

Des Moines, IA 50303

R

5.30

FT Conservative Allocation Fund

F/T Fund Allocator

c/o Fund Accounting

3344 Quality Dr.

Rancho Cordova, CA 95670-7313

R6

33.52

FT Moderate Allocation Fund

F/T Fund Allocator

c/o Fund Accounting

3344 Quality Dr.

Rancho Cordova, CA 95670-7313

R6

31.26

Vanguard Fiduciary Trust Co*

FBO 401K Clients

Attn:  Investment Services

P.O. Box 2600 VM L20

Valley Forge, PA 19482-2600

R6

13.81

FT Growth Allocation Fund

F/T Fund Allocator

c/o Fund Accounting

3344 Quality Dr.

Rancho Cordova, CA 95670-7313

R6

6.56

Edward Jones & Co.*

12555 Manchester Road

St. Louis, MO 63131-3710

Advisor

13.87

Age 17-20 Years

FT 529 College Savings Plan

c/o Fund Accounting

300 SE 2nd St., Fl. 8

Fort Lauderdale, FL 33301-1965

Advisor

8.92

Age 13-16 Years

FT 529 College Savings Plan

c/o Fund Accounting

300 SE 2nd St., Fl. 8

Fort Lauderdale, FL 33301-1965

Advisor

8.21

Stifel Nicolaus & Co Inc*

501 N. Broadway

St. Louis, Mo 63102-2131

Advisor

6.66

Charles Schwab & Co Inc*

Attn:  Mutual Funds

211 Main St.

San Francisco, CA 94105-1905

Advisor

6.27

Ellard Co*

c/o Fiduciary Trust Co Int’l

P.O. Box 3199 Church Street Station

New York, NY 10008-3199

Advisor

5.43

Utilities Fund

 

 

Edward Jones & Co.*

12555 Manchester Road

St. Louis, MO 63131-3710

A

12.06

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

A

11.36

WFCS LLC*

2801 Market St.

St. Louis, MO 63103-2523

A

10.89

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Floor

499 Washington Blvd.

Jersey City, NJ 07310-1995

A

8.22

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

C

13.21

Merrill Lynch Pierce Fenner & Smith*

Attn:  Fund Administration 97GH3

4800 Deer Lake Dr., E.

Jacksonville, FL 32246-6484

C

11.45

WFCS LLC*

2801 Market St.

St. Louis, MO 63103-2523

C

10.89

Morgan Stanley Smith Barney*

Attn:  Mutual Fund Operations

2 Harborside Financial Ctr., Floor 3

Jersey City NJ 07311-1114

C

8.58

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Floor

499 Washington Blvd.

Jersey City, NJ 07310-1995

C

8.22

Raymond James*

Attn:  Courtney Waller

880 Carillon Parkway

St. Petersburg, FL 33716-1102

C

6.66

UBS WM USA*

1000 Harbor Blvd.

Weehawken, NJ 07086-6761

C

5.86

DCGT as Ttee and/or Cust*

FBO PLIC Various Retirement Plans

Omnibus

Attn:  NPIO Trade Desk

711 High Street

Des Moines, IA 50303

R

11.35

Voya Retirement Insurance and Annuity Co*

1 Orange Way B3N

Windsor, Ct 06095-4773

R

10.12

State Street Bank and Trust*

as Trustee and/or Custodian

FBO ADP Access Product

1 Lincoln St.

Boston, MA 02111-2901

R

8.29

Transamerica Life Insurance Company*

440 Mamaroneck Ave.

Harrison, NY 10528

R

7.70

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Floor

499 Washington Blvd.

Jersey City, NJ 07310-1995

Advisor

11.18

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

Advisor

9.26

American Enterprise Investment Svc*

707 2nd Ave., S.

Minneapolis, MN 55402-2405

Advisor

9.19

Morgan Stanley Smith Barney*

Attn:  Mutual Fund Operations

2 Harborside Financial Ctr., Floor  3

Jersey City NJ 07311-1114

Advisor

7.77

LPL Financial*

Attn:  Mutual Fund Trading

4707 Executive Drive

San Diego, CA 92121-3091

Advisor

7.14

WFCS LLC*

2801 Market St.

St. Louis, MO 63103-2523

Advisor

6.98

Merrill Lynch Pierce Fenner & Smith*

Attn:  Fund Administration/97N18

4800 Deer Lake Dr., E.

Jacksonville, FL 32246-6486

Advisor

6.76

Charles Schwab & Co*

WRAP Account

211 Main St.

San Francisco, CA 94105-1905

Advisor

6.29

UBS WM USA*

1000 Harbor Blvd.

Weehawken, NJ 07086-6761

Advisor

5.05

 

           

1


 

 

*      For the benefit of its customer(s).

 

V.         The last paragraph under the “Organization, Voting Rights and Principal Holders” section on page 71 is replaced with the following:

2


 

As of May 10, 2017, the officers and board members, as a group, owned of record and beneficially 4.02% of Dynatech Fund – Advisor Class, and less than 1% of the outstanding shares of the other Funds and classes.  The board members may own shares in other funds in Franklin Templeton Investments.

VI.        The first paragraph under the “Buying and Selling Shares - Initial sales charges” section on page 72 is replaced with the following:

For DynaTech and Growth Funds, the maximum initial sales charge is 5.75% for Class A. For Income, Utilities and U.S. Government Securities Funds, the maximum initial sales charge is 4.25% for Class A. The maximum initial sales charge for Class T shares is 2.50%. There is no initial sales charge for Class C, Class R, Class R6 and Advisor Class.

VII.       “The Underwriter – Distribution and service (12b-1) fees - Class A, C and R” section heading on page 78 is replaced with “Distribution and service (12b-1) fees - Class A, T, C and R.”

VIII.      Under the heading “The Underwriter – Distribution and service (12b-1) fees - Class A, T, C and R,” the sub-heading “The Class A, C and R plans” on page 78 is replaced with “The Class A, T, C and R plans.”

IX.        The following is added to “The Underwriter – Distribution and service (12b-1) fees - Class A, T, C and R - The Class A, T, C and R plans” section on page 78:

The Fund may pay up to 0.25% per year of Class T's average daily net assets.

X.         The fourth paragraph under “The Underwriter – Distribution and service (12b-1) fees - Class A, T, C and R - The Class A, T, C and R plans section on page 79 is replaced with the following:

The Class A and Class T plans are reimbursement plans. Each plan allows the Fund to reimburse Distributors for eligible expenses that Distributors has shown it has incurred. The Fund will not reimburse more than the maximum amount allowed under the plans.

XI.        The first sentence of the second paragraph under the “Performance – Average annual total return before taxes” section on page 80 is replaced with the following:

When considering the average annual total return before taxes quotations for Class A and Class T shares, you should keep in mind that the maximum initial sales charge reflected in each quotation is a one-time fee charged on all direct purchases, which will have its greatest impact during the early stages of your investment.

XII.       The second sentence of the third paragraph under the “Performance – Average annual total return after taxes on distributions” section on page 81 is replaced with the following:

When considering the average annual total return after taxes on distributions quotations for Class A and Class T shares, you should keep in mind that the maximum initial sales charge reflected in each quotation is a one-time fee charged on all direct purchases, which will have its greatest impact during the early stages of your investment.

XIII.      The second sentence of the fourth paragraph under the “Performance – Average annual total return after taxes on distributions and sale of fund shares” section on page 82 is replaced with the following:

When considering the average annual total return after taxes on distributions quotations for Class A and Class T shares, you should keep in mind that the maximum initial sales charge reflected in each quotation is a one-time fee charged on all direct purchases, which will have its greatest impact during the early stages of your investment.

XIV.      The first sentence of the first paragraph under the “Performance – Other performance quotations” section on page 82 is replaced with the following:

The Fund also may quote the performance of Class A and Class T shares without a sales charge.

 

3


 

Please keep this supplement for future reference.

4

FRANKLIN CUSTODIAN FUNDS

FILE NOS. 002-11346 and 811-00537

 

PART C

Other Information

 

Item 28.    Exhibits

 

The following exhibits are incorporated by reference to the previously document indicated below, except as noted:

 

(a)   Agreement and Declaration of Trust

 

(i)

Agreement and Declaration of Trust of Franklin Custodian Funds, a Delaware Statutory Trust dated October 18, 2006

        Filing: Post-Effective Amendment No. 113 to Registration Statement on Form N-1A

        File No. 002-11346

        Filing Date: January 26, 2017

 

(ii)

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

 

(iii)

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

 

(iv)

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

 

(v)

Certificate of Amendment dated October 21, 2008 of Agreement and Declaration of Trust dated October 18, 2006

        Filing: Post-Effective Amendment No. 1 to Registration Statement on Form N-14

        File No. 333-156353

        Filing Date: December 19, 2008

 

(b)   By-Laws

 

(i)

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

 

(ii)

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

 

(c)   Instruments Defining rights of Securities Holders

 

(i)

Agreement and Declaration of Trust

(a)

Article III, Shares

(b)

Article V, Shareholders’ Voting Powers and Meetings

(c)

Article VI, Net Asset Value; Distributions; Redemptions; Transfers

(d)

Article VIII, Certain Transactions: Section 4

(e)

Article X, Miscellaneous: Section 4

 

(ii)

By-Laws

(a)

Article II, Meetings of Shareholders

(b)

Article VI, Records and Reports: Section 1, 2 and 3

(c)

Article VII, General Matters: Section 3, 4, 6 and 7

(d)

Article VIII, Amendment: Section 1

 

(iii)

Part B, Statement of Additional Information – Item 22

 

(d)   Investment Advisory Contracts

 

(i)

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

 

(ii)

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

 

(iii)

Investment Management Agreement between the Registrant on behalf of the Franklin Growth Fund and Franklin Advisers, Inc. dated November 1, 2008

       Filing: Post-Effective Amendment No. 1 to Registration Statement on Form N-14

       File No. 333-156353

       Filing Date: December 19, 2008

 

(iv)

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

 

(v)

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

 

(vi)

Sub-Advisory Agreement between Franklin Advisers, Inc., on behalf of Franklin Growth Fund and Franklin Investment Advisory Services, LLC, dated November 1, 2008

       Filing: Post-Effective Amendment No. 1 to Registration Statement on Form N-14

       File No. 333-156353

       Filing Date: December 19, 2008

 

(vii)

Sub-Advisory Agreement between Franklin Advisers, Inc., on behalf of Franklin Income Fund and Templeton Investment Counsel, LLC, dated December 6, 2012

       Filing: Post-Effective Amendment No. 100 to Registration Statement on Form N-1A

       File No. 002-11346

       Filing Date: January 28, 2013

 

 

 (viii)

Investment Management Agreement between the Registrant on behalf of the Franklin Focused Growth Fund and Franklin Advisers, Inc., dated April 12, 2016

Filing: Post-Effective Amendment No. 111 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: April 8, 2016

 

(e)   Underwriting contracts

 

(i)

Distribution Agreement between Registrant and Franklin/Templeton Distributors, Inc. dated January 1, 2011

       Filing: Post-Effective Amendment No. 96 to Registration Statement on Form N-1A

       File No. 002-11346

       Filing Date: January 27, 2011

 

(ii)

Forms of Selling Agreements between Franklin/Templeton Distributors, Inc. and Securities Dealers dated May 1, 2010

       Filing: Post-Effective Amendment No. 96 to Registration Statement on Form N-1A

       File No. 002-11346

       Filing Date: January 27, 2011

 

(f)   Bonus or Profit Sharing Contracts

 

Not Applicable

 

(g)   Custodian Agreements

 

(i)

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

 

(ii)

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

 

(iii)

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

 

(iv)

Amendment dated September 15, 2016 to Exhibit A of the Master Custody Agreement between Registrant and The Bank New York Mellon dated February 16, 1996

       Filing: Post-Effective Amendment No. 113 to Registration Statement on Form N-1A

       File No. 002-11346

       Filing Date: January  26, 2017

 

(v)

Amendment dated May 16, 2001 to Master Custody Agreement between the Registrant and The Bank of New York Mellon dated February 16, 1996

       Filing: Post-Effective Amendment No. 83 to Registration Statement on Form N-1A

       File No. 002-11346

       Filing Date: October 30, 2001

 

(vi)

Amendment dated September 15, 2016 to Schedule 1 of the Amendment dated May 16, 2001, to the Master Custody Agreement between Registrant and The Bank New York Mellon dated February 16, 1996

       Filing: Post-Effective Amendment No. 113 to Registration Statement on Form N-1A

       File No. 002-11346

       Filing Date: January  26, 2017

 

(vii)

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 30, 2001

 

(viii)

Amendment dated February 8, 2016 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. 111 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: April 8, 2016

 

(ix)

Amendment dated November 19, 2014 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. 106 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: January 26, 2015

 

(x)

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

 

 

(xi)

Amendment dated September 15, 2016 to Exhibit A of the Terminal Link Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 113 to Registration Statement on Form N-1

File No. 002-11346

Filing Date: January  26, 2017

 

(h)   Other Material Contracts

 

(i)

Amended and Restated Subcontract for Fund Administrative Services dated May 1, 2014 between Franklin Advisers, Inc. and Franklin Templeton Services, LLC

Filing: Post-Effective Amendment No. 106 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: January 26, 2015

 

 

(ii)

Amended and Restated Transfer Agent and Shareholder Services Agreement between the Registrant and Franklin Templeton Investor Services, LLC dated June 1, 2014

Filing: Post-Effective Amendment No. 106 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: January 26, 2015

 

 

(iii)

Subcontract for Fund Administrative Services on behalf of Franklin Focused Growth Fund between Franklin Advisers, Inc. and Franklin Templeton Services, LLC, dated April 12, 2016

Filing: Post-Effective Amendment No. 111 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: April 8, 2016

 

(i)   Legal Opinion

 

(i)

Opinion and consent of counsel dated January 25, 2008

Filing: Post-Effective Amendment No.91 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: January 26, 2008

 

 

(ii)

Opinion and Consent of Counsel dated April 8, 2016 on behalf of Franklin Focused Growth Fund

Filing: Post-Effective Amendment No. 111 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: April 8, 2016

 

(j)   Other Opinions

 

 

Not Applicable

 

(k)   Omitted Financial Statements

 

Not Applicable

 

(l)   Initial Capital Agreements

 

(i)

Letter of Understanding dated April 12, 1995

       Filing: Post-Effective Amendment No. 71 to Registration Statement on Form N-1A

       File No. 002-11346

       Filing Date: April 27, 1995

 

(ii)

Subscription Agreement for DynaTech Fund - Class C dated September 13, 1996

       Filing: Post-Effective Amendment No. 75 to Registration Statement on Form N-1A

       File No. 002-11346

       Filing Date: December 31, 1996

 

(m)   Rule 12b-1 Plan

 

(i)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin DynaTech Fund, and Franklin/Templeton Distributors, Inc. dated February 1, 2009

Filing: Post-Effective Amendment No. 95 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: December 2, 2009

 

(ii)

Amended And Restated Class A Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin Growth Fund, and Franklin/Templeton Distributors, Inc. dated February 1, 2009

Filing: Post-Effective Amendment No. 95 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: December 2, 2009

 

(iii)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin Income Fund, and Franklin/Templeton Distributors, Inc. dated February 1, 2009

 

Filing: Post-Effective Amendment No. 95 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: December 2, 2009

 

(iv)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin U.S. Government Securities Fund, and Franklin/Templeton Distributors, Inc. dated February 1, 2009

 

Filing: Post-Effective Amendment No. 95 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: December 2, 2009

 

(v)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin Utilities Fund, and Franklin/Templeton Distributors, Inc. dated February 1, 2009

 

Filing: Post-Effective Amendment No. 95 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: December 2, 2009

 

(vi)

Amended and Restated Class C Distribution Plan pursuant to Rule 12b-1 between Registrant, on behalf of Franklin Dynatech Fund and Franklin Growth Fund, and Franklin/Templeton Distributors, Inc. dated July 9, 2009

 

Filing: Post-Effective Amendment No. 95 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: December 2, 2009

(vii)

Amended and Restated Class C Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin Income Fund, Franklin U.S. Government Securities Fund and Franklin Utilities Fund, and Franklin/Templeton Distributors, Inc. dated February 1, 2009

Filing: Post-Effective Amendment No. 95 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: December 2, 2009

 

(viii)

Amended and Restated Class R 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, and Franklin/Templeton Distributors, Inc dated July 9, 2009

Filing: Post-Effective Amendment No. 95 to Registration Statement on Form N-1A File

No. 002-11346 Filing

Date: December 2, 2009

 

 

(ix)

Class A Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin Focused Growth Fund, and Franklin/Templeton Distributors, Inc., dated April 12, 2016

Filing: Post-Effective Amendment No. 111 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: April 8, 2016

 

 

(x)

Class C Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin Focused Growth Fund, and Franklin/Templeton Distributors, Inc., dated April 12, 2016

Filing: Post-Effective Amendment No. 111 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: April 8, 2016

 

 

(xi)

Class R Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin Focused Growth Fund, and Franklin/Templeton Distributors, Inc., dated April 12, 2016

Filing: Post-Effective Amendment No. 111 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: April 8, 2016

 

 

(xii)

Form of Class T Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin DynaTech Fund, and Franklin/Templeton Distributors, Inc.

 

(xiii)

Form of Class T Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin of Franklin Growth Fund, and Franklin/Templeton Distributors, Inc.

 

(xiv)

Form of Class T Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin Income Fund, and Franklin/Templeton Distributors, Inc.

 

(xv)

Form of Class T Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin U.S. Government Securities Fund, and Franklin/Templeton Distributors, Inc.

 

(xvi)

Form of Class T Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin Utilities Fund, and Franklin/Templeton Distributors, Inc.

 

(n)   Rule 18f-3 Plan

 

 

(i)

Form of Amended Multiple Class Plan on behalf of Franklin DynaTech Fund

 

(ii)

Form of Amended Multiple Class Plan on behalf of Franklin Growth Fund

 

(iii)

Form of Amended Multiple Class Plan on behalf of Franklin Income Fund

 

(iv)

Form of Amended Multiple Class Plan on behalf of Franklin U.S. Government Securities Fund

 

(v)

Form of Amended Multiple Class Plan on behalf of Franklin Utilities Fund

 

 

(vi)

Multiple Class Plan on behalf of Franklin Focused Growth Fund dated December 3, 2015

Filing: Post-Effective Amendment No. 111 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: April 8, 2016

 

(p)   Code of Ethics

 

(i)

Code of Ethics dated May 1, 2013

Filing: Post-Effective Amendment No. 106 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: January 26, 2015

 

(q)   Power of Attorney

 

 (i)

Power of Attorney dated June 13, 2013

Filing: Post-Effective Amendment No. 104 to Registration Statement on Form N-1A

File No. 033-53414

Filing Date: January 27, 2014

 

 

(ii)

Power of Attorney dated October 1, 2014 – Mary C. Choksi

Filing: Post-Effective Amendment No. 106 to Registration Statement on Form N-1A

File No. 002-11346

Filing Date: January 26, 2015

 


 

Item 29.    Persons Controlled by or Under Common Control with Registrant

 

None

 

Item 30.    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 the 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 and to the fullest extent that limitations of liability of agents are permitted by the Delaware Statutory Trust Act (the "Delaware Act"), these Agents (as defined in the Declaration) shall not be responsible or liable for any act or omission of any other Agent of the Trust or any investment adviser or principal underwriter. Moreover, except and to the extent provided in these instances, none of these Agents, 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 the Trust or any trustee thereof.

 

The Trust shall indemnify, out of its property, to the fullest extent permitted under applicable law, any of the 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 (as defined in the Declaration), 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, order, settlement, conviction or plea of nolo contendere 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, 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, to 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 31.    Business and Other Connections of Investment Adviser

 

(i) Franklin Advisers, Inc. (Advisers)

 

The officers and directors of Advisers the Registrant's investment manager also serve as officers and/or directors or trustees for (1) the Adviser’s corporate parent, Franklin Resources, Inc. (Resources), and/or (2) other investment companies in Franklin Templeton Investments.  For additional information please see Part B and Schedules A and D of Form ADV of Advisers (SEC File 801-26292) incorporated herein by reference, which sets forth the officers and directors of Advisers and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

(ii) Franklin Investment Advisory Services, LLC (Advisory Services)

 

Advisory Services is an indirect, wholly owned subsidiary of Resources. The officers of Advisory Services also serve as officers for (1) Resources and/or (2) other investment companies in Franklin Templeton Investments.  For additional information please see Part B and Schedules A and D of Form ADV of Advisory Services (SEC File 801-52152) incorporated herein by reference, which sets forth the officers of Advisory Services and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

(iii) Templeton Investment Counsel, LLC (Investment Counsel)

 

Investment Counsel is an indirect, wholly owned subsidiary of Resources. The officers of Investment Counsel also serve as officers for (1) Resources and/or (2) other investment companies in Franklin Templeton Investments.  For additional information please see Part B and Schedules A and D of Form ADV of Investment Counsel (SEC File 801-15125) incorporated herein by reference, which sets forth the officers of Investment Counsel and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.


 

 

Item 32.    Principal Underwriters

 

a)    Franklin/Templeton Distributors, Inc. (Distributors), also acts as principal underwriter of shares of:

 

Franklin Alternative Strategies Funds

Franklin California Tax-Free Income Fund

Franklin California Tax-Free Trust

Franklin ETF Trust

Franklin Federal Tax-Free Income Fund

Franklin Fund Allocator Series

Franklin Global Trust

Franklin Gold and Precious Metals Fund

Franklin High Income Trust

Franklin Investors Securities Trust

Franklin Managed Trust

Franklin Municipal Securities Trust

Franklin Mutual Series Fund

Franklin New York Tax-Free Income Fund

Franklin New York Tax-Free Trust

Franklin Real Estate Securities Trust

Franklin Strategic Mortgage Portfolio

Franklin Strategic Series

Franklin Tax-Free Trust

Franklin Templeton ETF Trust

Franklin Templeton Global Trust

Franklin Templeton International Trust

Franklin Templeton Money Fund Trust

Franklin U.S. Government Money Fund

Franklin Value Investors Trust

Franklin Templeton Variable Insurance Products Trust

Institutional Fiduciary Trust

Templeton China World Fund

Templeton Developing Markets Trust

Templeton Funds

Templeton Global Investment Trust

Templeton Global Opportunities Trust

Templeton Global Smaller Companies Fund

Templeton Growth Fund, Inc.

Templeton Income Trust

Templeton Institutional Funds

 

b)    The information required with respect to each director and officer of Distributors is incorporated by reference to Part B of this Form N-1A and Schedule A of Form BD filed by Distributors with the Securities and Exchange Commission pursuant to the Securities Act of 1934 (SEC File No. 008-05889).

 

c)    Not Applicable.  Registrant's principal underwriter is an affiliated person of an affiliated person of the Registrant.

 

Item 33.    Location of Accounts and Records

 

The accounts, books or other documents required to be maintained by Section 31 (a) of the Investment Company Act of 1940 will be kept by the Fund at One Franklin Parkway, San Mateo, CA 94403-1906 or its shareholder services agent, Franklin Templeton Investor Services, LLC, at 3344 Quality Drive, Rancho Cordova, CA 95670-7313.


 

 

Item 34.    Management Services

 

There are no management-related service contracts not discussed in Part A or Part B.

 

Item 35.    Undertakings

 

Not Applicable


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Mateo and the State of California, on the 26th day of May, 2017.

 

FRANKLIN CUSTODIAN FUNDS

(Registrant)

 

By: /s/Karen L. Skidmore

Karen L. Skidmore

Vice President and secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

EDWARD B. JAMIESON*

Edward B. Jamieson

 

President and Chief Executive Officer- Investment Management

 

 

Dated: May 26, 2017

 

 

 

LAURA F. FERGERSON*

Laura F. Fergerson

 

Chief Executive Officer- Finance and Administration

 

 

Dated: May 26, 2017

 

 

 

GASTON GARDEY*

Gaston Gardey

 

Chief Financial Officer and Chief Accounting Officer and Treasurer

 

 

Dated: May 26, 2017

 

 

 

HARRIS J. ASHTON*

 

Trustee

Harris J. Ashton

 

Dated: May 26, 2017

 

 

 

MARY C. CHOKSI*

Mary C. Choksi

 

Trustee

Dated: May 26, 2017

 

 

 

EDITH E. HOLIDAY*

 

Trustee

Edith E. Holiday

 

Dated: May 26, 2017

 

 

 

GREGORY E. JOHNSON*

 

Trustee

Gregory E. Johnson

 

Dated: May 26, 2017

 

 

 

RUPERT H. JOHNSON, JR.*

 

Trustee

Rupert H. Johnson, Jr.

 

Dated: May 26, 2017

 

 

 

J. MICHAEL LUTTIG*

 

Trustee

J. Michael Luttig

 

Dated: May 26, 2017

 

 

 

LARRY D. THOMPSON*

 

Trustee

Larry D. Thompson

 

Dated: May 26, 2017

 

 

 

JOHN B WILSON*

 

Trustee

John B. Wilson

 

Dated: May 26, 2017


 

 

 

*By    /s/Karen L. Skidmore

Karen L. Skidmore, Attorney-in-Fact

(Pursuant to Power of Attorney previously filed)


 

FRANKLIN CUSTODIAN FUNDS

REGISTRATION STATEMENT

EXHIBITS INDEX

 

The following exhibits are attached:

 

EXHIBIT NO.

DESCRIPTION

 

 

EX-99.(m)(xii)

Form of Class T Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin DynaTech Fund, and Franklin/Templeton Distributors, Inc.

 

 

EX-99.(m)(xiii)

Form of Class T Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin of Franklin Growth Fund, and Franklin/Templeton Distributors, Inc.

 

 

EX-99.(m)(xiv)

Form of Class T Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin Income Fund, and Franklin/Templeton Distributors, Inc.

 

 

EX-99.(m)(xv)

Form of Class T Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin U.S. Government Securities Fund, and Franklin/Templeton Distributors, Inc.

 

 

EX-99.(m)(xvi)

Form of Class T Distribution Plan pursuant to Rule 12b-1 between the Registrant, on behalf of Franklin Utilities Fund, and Franklin/Templeton Distributors, Inc.

 

 

EX-99.(n)(i)

Form of Amended Multiple Class Plan on behalf of Franklin DynaTech Fund

 

 

EX-99.(n)(ii)

Form of Amended Multiple Class Plan on behalf of Franklin Growth Fund

 

 

EX-99.(n)(iii)

Form of Amended Multiple Class Plan on behalf of Franklin Income Fund

 

 

EX-99.(n)(iv)

Form of Amended Multiple Class Plan on behalf of Franklin U.S. Government Securities Fund

 

 

EX-99.(n)(v)

Form of Amended Multiple Class Plan on behalf of Franklin Utilities Fund