CERTIFICATE OF TRUST OF
FRANKLIN GROWTH AND INCOME FUND
THIS Certificate of Trust of Franklin Growth and Income Fund (the "Trust"),
dated this 21st day of March, 2000, is being duly executed and filed, by the
undersigned trustees, in order to form a business trust pursuant to the
Delaware Business Trust Act, (12 Del. C. ss.3801 et seq.) (the "Act").
1. NAME. The name of the business trust formed hereby is "Franklin
Growth and Income Fund."
2. REGISTERED OFFICE AND REGISTERED AGENT. The Trust will become, prior to the
issuance of shares of beneficial interest, a registered investment company under
the Investment Company Act of 1940, as amended (15 U.S.C. ss.ss.80a-1 et seq.)
In accordance with section 3807(b) of the Act, the Trust has and shall maintain
in the State of Delaware a registered office and a registered agent for service
of process.
(A) REGISTERED OFFICE. The registered office of the
Trust in the State of Delaware is SR Services, Inc., 919 N.
Market St., Suite 600,Wilmington, Delaware 19801.
(B) REGISTERED AGENT. The registered agent for service of
process on the Trust in the State of Delaware is SR Services, Inc.,
919 N. Market St., Suite 600,Wilmington, Delaware 19801.
3. LIMITATION OF LIABILITY. Pursuant to section 3804(a) of the Act, the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular series, whether such series is now
authorized and existing pursuant to the governing instrument of the Trust or is
hereafter authorized and existing pursuant to said governing instrument, shall
be enforceable against the assets associated with such series only, and not
against the assets of the Trust generally or any other series thereof, and,
except as otherwise provided in the governing instrument of the Trust, none of
the debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to the Trust generally or any other series
thereof shall be enforceable against the assets of such series.
IN WITNESS WHEREOF, the Trustees named below, being all of the Trustees of the
Trust, do hereby execute this Certificate of Trust as of the date first-above
written.
/s/Frank H. Abbott, III
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Frank H. Abbott, III, Trustee
/s/Harris J. Ashton
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Harris J. Ashton, Trustee
/s/S. Joseph Fortunato
-----------------------------
S. Joseph Fortunato, Trustee
/s/Charles B. Johnson
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Charles B. Johnson, Trustee
/s/Charles E. Johnson
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Charles E. Johnson, Trustee
/s/Rupert H. Johnson, Jr.
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Rupert H. Johnson, Jr., Trustee
/s/Frank W. T. LaHaye
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Frank W. T. LaHaye, Trustee
/s/Gordon S. Macklin
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Gordon S. Macklin, Trustee
/s/R. Martin Wiskemann
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R. Martin Wiskemann, Trustee
