U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
- --------------------------------------------------------------------------------
1. Name and address of issuer:
Franklin Managed Trust
777 Mariners Island Blvd., P.O. Box 7777, San Mateo, CA 94403-7777
- --------------------------------------------------------------------------------
2. Name of each series or class of funds for which this notice is filed:
Franklin Corporate Qualified Dividend Fund
Franklin Rising Dividends Fund - Class I
Franklin Rising Dividends Fund - Class II
Franklin Investment Grade Income Fund
- --------------------------------------------------------------------------------
3. Investment Company Act File Number: 811-4894
Securities Act File Number: 33-9994
- --------------------------------------------------------------------------------
4. Last day of fiscal year for which this notice is filed: 9/30/96
- --------------------------------------------------------------------------------
5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
- --------------------------------------------------------------------------------
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): n/a
- --------------------------------------------------------------------------------
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year: 6,233,851 shares
- --------------------------------------------------------------------------------
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 3,341,696 shares
- --------------------------------------------------------------------------------
9. Number and aggregate sale price of securities sold during the fiscal year:
4,145,757 shares ($68,368,361)
- --------------------------------------------------------------------------------
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
4,145,757 shares ($68,368,361)
- --------------------------------------------------------------------------------
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7): Not Applicable
- --------------------------------------------------------------------------------
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 (from
Item 10): $68,368,361
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + n/a
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -$88,582,573
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2
(if applicable): + n/a
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
$ -0-
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6):
x 1/2900
(vii)Fee due [line (i) or line (v) multiplied by
line (vii)]: $ -0-
- --------------------------------------------------------------------------------
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of Informal
and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
- --------------------------------------------------------------------------------
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) /S/ LARRY L. GREENE
ASSISTANT SECRETARY
Date 11/27/96
- --------------------------------------------------------------------------------
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103-7098
(215) 564-8000
November 26, 1996
Franklin Managed Trust
777 Mariners Island Boulevard
San Mateo, California 94404
Re: FRANKLIN MANAGED TRUST
Gentlemen:
You have requested our opinion with respect to the shares of
beneficial interest sold by Franklin Managed Trust (the "Trust") during its
fiscal year ended September 30, 1996, in connection with the Notice being filed
by the Trust pursuant to Rule 24f-2 under the Investment Company Act of 1940.
You have represented that a total of 4,145,757 shares were sold by the Trust
during said fiscal year, all of which were sold in reliance upon Rule 24f-2.
Based upon our review of such records, documents, and
representations as we have deemed relevant, it is our opinion that the shares of
beneficial interest of the Trust sold and issued by the Trust during its fiscal
year ended September 30, 1996, in reliance upon the registration under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended, were legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
"Rule 24f-2 Notice" being filed by the Trust, covering the registration of the
said shares under the Securities Act and we further consent to reference in the
Prospectus of the Fund to the fact that this opinion concerning the legality of
the issue has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By:
/s/Audrey C. Talley
