(Amendment
No. )
[X] No fee required.
[ ] Fee computed on table below per Exchange
Act Rules 14a-6(i)(1) and 0-11.
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
These
materials are for the Annual Meeting of Shareholders (the “Meeting”) scheduled for May 25, 2023,
at 12 Noon, Eastern time. The enclosed materials discuss the proposals (the “Proposals” or each,
a “Proposal”) to be voted on at the Meeting, and contain the Notice of Meeting, proxy statement and
proxy card. A proxy card is, in essence, a ballot. When you vote your proxy, it tells us how you wish
to vote on important issues relating to Templeton Emerging Markets Income Fund (the “Fund”). If you
specify a vote on a Proposal, your proxy will be voted as you indicate. If you specify a vote on a Proposal,
but not both Proposals, your proxy will be voted as specified on such Proposal and, on the Proposal for
which no vote is specified, your proxy will be voted FOR such Proposal. If you simply sign, date and
return the proxy card, but do not specify a vote on any Proposal, your proxy will be voted FOR the Proposals.
We urge you to spend a few minutes reviewing the Proposals in
the proxy statement. Then, please fill out and sign the proxy card and return it to us so that we know
how you would like to vote. When shareholders return their proxies promptly, the Fund may be able to
save money by not having to conduct additional mailings.
We are
urging all shareholders to take advantage of voting by mail, Internet or telephone (separate instructions
are listed on the enclosed proxy card to vote by telephone or through the Internet). Additionally, while
we anticipate that the Meeting will occur as planned on May 25, 2023, there is a possibility that the
Meeting may be postponed or the location or approach may need to be changed, including the possibility
of holding a virtual meeting, for the health and safety of all Meeting participants. Should this occur,
we will notify you by issuing a press release and filing an announcement with the U.S. Securities and
Exchange Commission as definitive additional soliciting material. If you plan to attend the Meeting in
person, please note that we will be holding the Meeting in accordance with any recommended and required
social distancing and safety guidelines, as applicable.
For
your convenience, you may be able to vote by telephone or through the Internet, 24 hours a day. If your
account is eligible, instructions are enclosed.
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PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
How are independent auditors selected?
The
Board has a standing Audit Committee currently comprised of David W. Niemiec (Chairman), Ann Torre Bates,
Terrence J. Checki, J. Michael Luttig and Constantine D. Tseretopoulos, all of whom are Independent Trustees
and considered to be “independent” as that term is defined by the NYSE’s listing standards. The
Audit Committee is responsible for the appointment, compensation and retention of the Fund’s independent
registered public accounting firm (“independent auditors”), including evaluating their independence,
recommending the selection of the Fund’s independent auditors to the full Board, and meeting with such
independent auditors to consider and review matters relating to the Fund’s financial reports and internal
controls.
Which independent auditors did the Board select?
The Audit Committee and the Board have selected the firm of
PricewaterhouseCoopers LLP (“PwC”) as the independent auditors for the Fund for the current fiscal
year. PwC has examined and reported on the fiscal year-end financial statements dated December 31, 2022,
and certain related SEC filings. You are being asked to ratify the Board’s selection of PwC for the
current fiscal year ending December 31, 2023. Services to be performed by the independent auditors include
examining and reporting on the fiscal year-end financial statements of the Fund and certain related filings
with the SEC.
The selection of PwC as the independent
auditors for the Fund for the fiscal year ending December 31, 2023, was recommended by the Audit Committee
and approved by the Board on February 27, 2023. PwC’s reports on the financial statements of the Fund
for the fiscal years for which it has served as auditors did not contain an adverse opinion or a disclaimer
of opinion, nor were qualified or modified as to uncertainty, audit scope or accounting principles.
The Audit Committee and the Board have been advised by PwC
that neither PwC nor any of its members have any material direct or indirect financial interest in the
Fund. Representatives of PwC are not expected to be present at the Meeting, but will have the opportunity
to make a statement if they wish, and will be available to respond to appropriate questions.
◆
AUDITOR
INFORMATION
Audit Fees. The aggregate fees paid to PwC
for professional services rendered by PwC for the audit of the Fund’s annual financial statements or
for services that are normally provided by PwC in connection with statutory and regulatory filings or
engagements were $66,662 for the fiscal year ended December 31, 2022, and $66,392 for the fiscal year
ended December 31, 2021.
Audit-Related Fees. There were
no fees paid to PwC for assurance and related services rendered by PwC to the Fund that are reasonably
related to the performance of the audit of the Fund’s financial statements and not reported under “Audit
Fees” above for the fiscal years ended December 31, 2022, and December 31, 2021.
In
addition, the Audit Committee pre-approves PwC’s engagement for audit-related services to be provided
to the Investment Manager and any entity controlling, controlled by, or under common control with the
Investment Manager that provides ongoing services to the Fund, which engagements relate directly to the
operations and financial reporting of the Fund. For the fiscal years ended December 31, 2022, and December 31,
2021, there were no fees paid to PwC for such services.
Tax Fees. There
were no fees paid to PwC for professional services rendered by PwC to the Fund for tax compliance, tax
advice and tax planning for the fiscal years ended December 31, 2022, and December 31, 2021.
In addition, the Audit Committee pre-approves PwC’s engagement
for tax services to be provided to the Investment Manager and any entity controlling, controlled by,
or under common control with the Investment Manager that provides ongoing services to the Fund, which
engagements relate directly to the operations and financial reporting of the Fund. The aggregate fees
paid to PwC for such services were $70,000 for the fiscal year ended December 31, 2022, and $0 for the
fiscal year ended December 31, 2021. The services for which these fees were paid included global access
to tax platform International Tax View.
All Other Fees. The aggregate
fees paid to PwC for products and services rendered by PwC to the Fund, other than the services reported
above, were $0 for the fiscal year ended December 31, 2022, and $157 for the fiscal year ended December 31,
2021. The services for which these fees were paid included review of materials provided to the Fund Board
in connection with the investment management contract renewal process.
In
addition, the Audit Committee pre-approves PwC’s engagement for other services to be provided to the
Investment Manager and any entity controlling, controlled by, or under common control with the Investment
Manager that provides ongoing services to the Fund, which engagements relate directly to the operations
and financial reporting of the Fund. The aggregate fees paid to PwC for such services were $221,195 for
the fiscal year ended December 31, 2022, and $55,000 for the fiscal year ended December 31, 2021. The
services for which these fees were paid included professional fees in connection with determining the
feasibility of a U.S. direct lending structure, professional services relating to the readiness assessment
over Greenhouse Gas Emissions and Energy, fees in connection with a license for accounting and business
knowledge platform Viewpoint and fees in connection with a license for employee development tool ProEdge.
Aggregate Non-Audit Fees. The aggregate fees paid to PwC
for non-audit services rendered by PwC to the Fund or to the Investment Manager and to any entity controlling,
controlled by, or under common control with the Investment Manager that provides ongoing services to
the Fund were $291,195 for the fiscal year ended December 31, 2022, and $55,157 for the fiscal year
ended December 31, 2021.
The Audit Committee has
considered whether the provision of the non-audit services that were rendered to the Investment Manager
and to any entity controlling, controlled by, or under common control with the Investment Manager that
provides ongoing services to the Fund is compatible with maintaining PwC’s independence.
Audit
Committee Pre-Approval Policies and Procedures. As of the date of this proxy statement,
the Audit Committee has not adopted written pre-approval policies and procedures within the meaning
of Rule 2-01(c)(7)(i) of Regulation S-X. As a result, the services described above that are subject
to Audit Committee pre-approval and provided by PwC must be directly pre-approved by the Audit Committee
or by a designated member of the Audit Committee pursuant to delegated authority.
Audit
Committee Charter. The Board has adopted and approved a formal written charter for the Audit
Committee which sets forth the Audit Committee’s responsibilities. A copy of the charter is attached
as Exhibit B to this proxy statement.
As
required by the charter, the Audit Committee reviewed the Fund’s audited financial statements and met
with management, as well as with PwC, the Fund’s independent auditors, to discuss the financial statements.
Audit Committee Report. The Audit Committee received the
written disclosures and the letter(s) from PwC mandated by the applicable requirements of the Public
Company Accounting Oversight Board (“PCAOB”) regarding PwC’s communications with the Audit Committee
concerning independence. The Audit Committee also received the report of PwC regarding the results of
their audit. In connection with the Audit Committee’s review of the financial statements and PwC’s
report, the members of the Audit Committee discussed with a representative of PwC, PwC’s independence,
as well as the matters required to be discussed by the applicable requirements of the PCAOB and the SEC,
including, but not limited to, the following: PwC’s responsibilities in accordance with generally accepted
auditing standards; PwC’s responsibilities for information prepared by management that accompanies
the Fund’s audited financial statements and any procedures performed and the results; the initial selection
of, and whether there were any changes in, significant accounting policies or their application; management’s
judgments and accounting estimates; whether there were any significant audit adjustments; whether there
were any disagreements with management; whether there was any consultation with other accountants; whether
the auditors encountered any difficulties in dealing with management in performing the audit; and PwC’s
judgments about the quality of the Fund’s accounting principles.
Based
on its review and discussions with management and PwC, the Audit Committee did not become aware of any
material misstatements or omissions in the Fund’s financial statements. Accordingly, the Audit Committee
recommended to the Board that the audited financial statements be included in the Fund’s Annual Report
to Shareholders for the fiscal year ended December 31, 2022, for filing with the SEC.
AUDIT COMMITTEE
David W. Niemiec (Chairman)
Ann Torre Bates
Terrence
J. Checki
J. Michael Luttig
Constantine D. Tseretopoulos
◆
ADDITIONAL
INFORMATION ABOUT THE FUND’S BOARD OF TRUSTEES
Board Role in Risk
Oversight. The Board, as a whole, considers risk management issues as part of its
general oversight responsibilities throughout the year at regular Board meetings, through regular reports
that have been developed by management in consultation with the Board and its counsel. These reports
address certain investment, valuation and compliance matters. The Board also may receive special written
reports or presentations on a variety of risk issues (e.g., COVID-19 related issues), either upon the
Board’s request or upon the Investment Manager’s initiative. In addition, the Audit Committee of
the Board meets regularly with the Investment Manager’s internal audit group to review reports on their
examinations of functions and processes within Franklin Templeton that affect the Fund.
With respect to investment risk, the Board receives regular
written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio
managers of the Fund meet regularly with the Board to discuss portfolio performance, including investment
risk. To the extent that the Fund changes a particular investment strategy that could have a material
impact on the Fund’s risk profile, the Board generally is consulted with respect to such change. To
the extent that the Fund invests in certain complex securities, including derivatives, the Board receives
periodic reports containing information about exposure of the Fund to such instruments. In addition,
the Investment Manager’s investment risk personnel meet regularly with the Board to discuss a variety
of issues, including the impact on the Fund of the investment in particular securities or instruments,
such as derivatives and commodities, if applicable.
With
respect to valuation, the Investment Manager provides periodic reports to the Board that enable the Board
to oversee the Investment Manager, as the Fund’s Valuation Designee, in monitoring and assessing material
risks associated with fair valuation determinations, including material conflicts of interest. In addition,
the Board reviews the Investment Manager’s performance of an annual valuation risk assessment under
which the Investment Manager seeks to identify and enumerate material valuation risks which are or may
be impactful to the Fund including, but not limited to (1) the types of investments held (or intended
to be held) by the Fund, giving consideration to those investments’ characteristics; (2) potential
market or sector shocks or dislocations which may affect the ongoing valuation operations; and (3) the
extent to which each fair value methodology uses unobservable inputs. The Investment Manager reports
any material changes to the risk assessment, along with appropriate actions designed to manage such risks,
to the Board.
With respect to compliance risks, the
Board receives regular compliance reports prepared by the Investment Manager’s compliance group and
meets regularly with the Fund’s Chief Compliance Officer (“CCO”) to discuss compliance issues,
including compliance risks. In accordance with SEC rules, the Independent Trustees meet regularly in
executive session with the CCO and the CCO prepares and presents an annual written compliance report
to the Board. The Fund’s Board adopts compliance policies and procedures for the Fund and approves
such procedures for the Fund’s service providers. The compliance policies and
procedures are specifically designed to detect and prevent violations of the federal securities laws.
The Investment Manager periodically provides an enterprise
risk management presentation to the Board to describe the way in which risk is managed on a complex-wide
level. The presentation covers such areas as investment risk, reputational risk, personnel risk, and
business continuity risk.
Board Structure. Seventy-five percent or more of
the Fund’s Board members consist of Independent Trustees who are not deemed to be “interested persons”
by reason of their relationship with the Fund’s management or otherwise as provided under the 1940
Act. While the Chairman of the Board is an interested person, the Board is also served by a Lead Independent
Trustee. The Lead Independent Trustee, together with independent counsel, reviews proposed agendas for
Board meetings and generally acts as a liaison with Fund management with respect to questions and issues
raised by the Independent Trustees. The Lead Independent Trustee also presides at separate meetings of
Independent Trustees held in advance of each scheduled Board meeting where various matters, including
those being considered at such Board meeting, are discussed. It is believed such structure and activities
assure that proper consideration is given at Board meetings to matters deemed important to the Fund and
its shareholders.
Audit Committee Simultaneous Service. Ms. Bates serves
simultaneously on the audit committees of more than three public companies, and the Board has determined
that her simultaneous service on the audit committees of other public companies does not impair her ability
to effectively serve on the Fund’s Audit Committee.
◆ ADDITIONAL
INFORMATION ABOUT THE FUND
Application of Control Share Provisions.
Effective August 1, 2022, the Fund became automatically subject to newly enacted
control share acquisition provisions within the Delaware Statutory Trust Act (the “Control Share Provisions”).
In general, the Control Share Provisions limit the ability of holders of “control beneficial interests”
to vote their shares of a fund above various threshold levels that start at 10% unless the other shareholders
of such fund vote to reinstate those rights. “Control beneficial interests” are aggregated to include
the holdings of related parties and shares acquired before the effective date of the Control Share Provisions.
A fund’s board of trustees may exempt acquisitions from the application of the Control Share Provisions.
The Control Share Provisions require shareholders to disclose
any control share acquisition to the Fund within 10 days of such acquisition and, upon request, to provide
any related information that the Fund’s Board reasonably believes is necessary or desirable.
The Investment Manager. The Investment Manager of the Fund
is Franklin Advisers, Inc., a California corporation with offices at One Franklin Parkway, San Mateo,
California 94403-1906. Pursuant to an investment management agreement, the Investment Manager manages
the investment and reinvestment of Fund assets. The Investment Manager is a wholly owned subsidiary of
Resources.
The Administrator. The administrator of the Fund is
Franklin Templeton Services, LLC (“FT Services”), with offices at 300 S.E. 2nd Street, Fort Lauderdale,
Florida 33301-1923. FT Services is an indirect, wholly owned subsidiary of Resources and an affiliate
of the Investment Manager. Pursuant to a subcontract for administrative services, FT Services performs
certain administrative functions for the Fund. JPMorgan Chase & Co. (“JPMC”), 270 Park Avenue,
New York, NY 10017, has an agreement with FT Services to provide certain sub-administrative services
for the Fund.
The Transfer Agent. The transfer agent, registrar and
dividend disbursement agent for the Fund is American Stock Transfer & Trust Company, LLC, 6201 15th
Avenue, Brooklyn, NY 11219.
The Custodian. The custodian
for the Fund is JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017-2070.
Other Financial Information. The Fund’s latest audited financial
statements and annual report for the fiscal year ended December 31, 2022, are available free of charge.
To obtain a copy, please call (800) DIAL BEN®/342-5236 or forward
a written request to Franklin Templeton Investor Services, LLC, P.O. Box 33030, St. Petersburg, Florida 33733-8030.
Principal Shareholders. As of March 9, 2023, the Fund
had 47,578,727 shares outstanding and total net assets of $267,314,201.81. The Fund’s shares are listed
on the NYSE (NYSE: TEI). To the knowledge of the Fund’s management, as of March 9, 2023, there were
no entities holding beneficially or of record more than 5% of the Fund’s outstanding shares, except
as shown in the following table:
| | |
| | |
Name and Address of Beneficial
Ownership | Amount and
Nature of Beneficial Ownership | Percent of Outstanding Shares |
First Trust Portfolios
LP | 4,008,255* | 8.41% |
120 East Liberty Drive Suite 400 Wheaton,
IL 60187 | | |
* The nature of beneficial ownership is shared dispositive power
as reported on Schedule 13G filed with the SEC on January 23, 2023.
| | |
| | |
|
|
|
Evergreen
Capital Management LLC | 2,832,713** | 5.95% |
1412 112th Ave NE, Suite 100 Bellevue, WA 98004 | | |
** The
nature of beneficial ownership is sole dispositive power as reported on Schedule 13F-HR filed with the
SEC on February 14, 2023.
In addition, to the knowledge
of the Fund’s management, as of March 9, 2023, no nominee or Trustee of the Fund owned 1% or more
of the outstanding shares of the Fund, and the Trustees and officers of the Fund owned, as a group, less
than 1% of the outstanding shares of the Fund.
Contacting the Board
of Trustees. If a shareholder wishes to send a communication to the Board, such correspondence
should be in writing and addressed to the Board of Trustees at the Fund’s offices, 300 S.E. 2nd Street,
Fort Lauderdale, Florida 33301-1923, Attention: Secretary. The correspondence will be given to the Board
for review and consideration.
◆
FURTHER
INFORMATION ABOUT VOTING AND THE MEETING
Solicitation of Proxies. Your
vote is being solicited by the Trustees. The cost of soliciting proxies, including the fees of a proxy
soliciting agent, is borne by the Fund. The Fund reimburses brokerage firms and others for their reasonable
expenses in forwarding proxy material to the beneficial owners and soliciting them to execute proxies.
In addition, the Fund may retain a professional proxy solicitation firm to assist with any necessary
solicitation of proxies. The Fund expects that the solicitation would be primarily by mail, but also
may include telephone, facsimile, electronic or other means of communication. If the Fund does not receive
your proxy by a certain time, you may receive a telephone call from a proxy soliciting agent asking you
to vote. If professional proxy solicitors are retained, it is expected that soliciting fees would be
approximately $5,000, plus expenses. The Fund does not reimburse Trustees and officers of the Fund, or
regular employees and agents of the Investment Manager involved in the solicitation of proxies. The Fund
intends to pay all costs associated with the solicitation and the Meeting.
Voting
by Broker-Dealers. The Fund expects that, before the Meeting, broker-dealer firms holding
shares of the Fund in “street name” for their customers will request voting instructions from their
customers and beneficial owners. If these instructions are not received by the date specified in the
broker-dealer firms’ proxy solicitation materials, the Fund understands that current NYSE Rules permit
the broker-dealers to vote on the Proposals on behalf of their customers and beneficial owners. Certain
broker-dealers may exercise discretion over shares held in their name for which no instructions are received
by voting these shares in the same proportion as they vote shares for which they received instructions.
Quorum. A majority of the Fund’s shares entitled to vote
at the Meeting—present in person or represented by proxy—constitutes a quorum at the Meeting. The
shares over which broker-dealers have discretionary voting power, the shares that represent “broker
non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions
have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter), and the shares whose proxies
reflect an abstention on any item will all be counted as shares present and entitled to vote at the Meeting
for purposes of determining whether the required quorum of shares exists.
Method
of Tabulation. Provided a quorum is present or represented at the Meeting, Proposal 1,
the election of Trustees, requires the affirmative vote of a plurality of the Fund’s shares present
in person or represented by proxy and voting on the Proposal at the Meeting. This means that the Trustee
nominees receiving the largest number of votes will be elected to fill the available positions, and a
nominee may be elected even if he or she received the affirmative vote of less than a majority of the
outstanding shares of the Fund voting. Proposal 2, ratification of the selection of the independent auditors,
requires the affirmative vote of (i) sixty-seven percent (67%) or more of the voting securities present
in person or represented by proxy at the Meeting, if the holders of more than fifty percent (50%) of
the outstanding voting securities of the Fund are present or represented by proxy; or (ii) more than
fifty percent (50%) of the outstanding voting securities of the Fund, whichever is less. Abstentions
and broker non-votes will be treated as votes present at the Meeting, but will not be treated as votes
cast. Abstentions and broker non-votes, therefore, will have no effect on Proposal 1, but may have the
effect of an “against” vote on Proposal 2. Broker non-votes are not expected since the Proposals
are considered routine proposals.
Simultaneous Meetings. The Meeting
is to be held at the same time as the annual meeting of shareholders of Templeton Dragon Fund, Inc. If
any shareholder at the Meeting objects to the holding of simultaneous
meetings and moves for an adjournment of the Meeting to a time promptly after
the simultaneous meetings, the persons designated as proxies will vote in favor of such adjournment.
Adjournment. The Chairman of the Board, the president of the Fund
in the absence of the Chairman of the Board, or any vice president or other authorized officer of the
Fund, in the absence of the president, or the holders of a majority of the shares present (in person
or by proxy) and entitled to vote at the Meeting, may adjourn the Meeting from time to time. Such authority
to adjourn the Meeting may be used in the event that a quorum is not present at the Meeting or, in the
event that a quorum is present but sufficient votes have not been received to approve the Proposals,
or for any other reason consistent with Delaware law and the Fund’s By-Laws, including to allow for
the further solicitation of proxies. Unless otherwise instructed by a shareholder granting a proxy, the
persons designated as proxies may use their discretionary authority to vote as instructed by management
of the Fund on questions of adjournment and on any other proposals raised at the Meeting to the extent
permitted by the SEC’s proxy rules, including proposals for which management of the Fund did not have
timely notice, as set forth in the SEC’s proxy rules and the Fund’s proxy statement for the 2022
annual meeting. If the Meeting is postponed or adjourned and a new record date is set, any proxy received
from a shareholder with respect to the original record date will remain in full force and effect with
respect to shares held by the shareholder on the new record date, unless explicitly revoked. No proxy
shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise
expressly provided in the proxy.
Shareholder Proposals. The Fund
anticipates that its 2024 Annual Meeting of Shareholders will be held on or about May 23, 2024. A shareholder
who wishes to submit a proposal for consideration for inclusion in the Fund’s proxy statement for the
2024 Annual Meeting of Shareholders must send such written proposal to the Fund’s offices at 300 S.E.
2nd Street, Fort Lauderdale, Florida 33301-1923, Attention: Secretary,
so that it is received no later than November 28, 2023 in order to be included in the Fund’s proxy
statement and proxy card relating to that meeting and presented at the meeting.
A
shareholder of the Fund who has not submitted a written proposal for inclusion in the Fund’s proxy
statement by November 28, 2023, as described above, may nonetheless present a proposal at the Fund’s
2024 Annual Meeting of Shareholders if such shareholder notifies the Fund in writing at the Fund’s
offices, of such proposal not earlier than December 25, 2023 and not later than January 24, 2024. If
a shareholder fails to give notice within these dates, then the matter shall not be eligible for consideration
at the shareholders’ meeting. If, notwithstanding the effect of the foregoing notice provisions, a
shareholder proposal is acted upon at the 2024 Annual Meeting of Shareholders, the persons designated
as proxies for the 2024 Annual Meeting of Shareholders may exercise discretionary voting power with respect
to any shareholder proposal not received by the Fund at the Fund’s offices by February 11, 2024. A
shareholder proposal may be presented at the 2024 Annual Meeting of Shareholders only if such proposal
concerns a matter that may be properly brought before the meeting under applicable federal proxy rules
and state law. In addition to the requirements set forth above, a shareholder must comply with the following
(which is qualified in its entirety by the Fund’s governing instruments):
1. A
shareholder intending to present a proposal must (i) be entitled to vote at the meeting; (ii) comply
with the notice procedures set forth in this proxy statement and in the Fund’s By-Laws; and (iii) have
been a shareholder of record, with proof of such ownership or holding reasonably satisfactory to the
Fund to be provided by such record owner or nominee holder, at the time the shareholder’s notice was
received by the Secretary of the Fund.
2. A notice regarding a nomination for the election of a Trustee
shall set forth (i) the name, age, business address and, if known, residence address of each nominee
proposed in such notice;
(ii) the principal occupation or employment of each such
nominee; (iii) the number of outstanding shares of the Fund which are beneficially owned by each such
nominee; (iv) all such other information regarding each such nominee as would have been required to
be included in a proxy statement filed pursuant to the proxy rules of the SEC had each such nominee been
nominated by the Trustees of the Fund; (v) whether such shareholder believes each such nominee is or
will be an “interested person” of the Fund (as defined in the 1940 Act), (vi) the written and signed
consent of each such person to be nominated, to be named as a nominee and to serve as a Trustee if elected,
and (vii) requirement to complete, execute, and return to the Fund within 5 business days of receipt,
the Fund’s form of trustee questionnaire and any supplemental information reasonably requested by the
Fund. In addition, the shareholder making such nomination shall promptly provide any other information
reasonably requested by the Fund. A notice regarding a nomination for the election of a Trustee must
provide the information listed herein for each person or persons to be nominated, together with any persons
to be designated as a proposed substitute nominee in the event that a proposed nominee is unwilling or
unable to serve, including by reason of any disqualification.
3. A notice regarding a business proposal shall set forth in
writing as to each matter: (i) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they
appear on the Fund’s books, of the shareholder proposing such business; (iii) the number of shares
of the Fund which are beneficially owned by the shareholder; (iv) any material interest of the shareholder
in such business; (v) all such other information regarding each such matter that would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each such matter
been proposed by the Trustees of the Fund; and (vi) the Board may request that the shareholder provide,
within five business days of delivery of such demand, written verification demonstrating the accuracy
of any information submitted by the shareholder relating to their nomination or proposal, as well as
a written update of any such information. If the shareholder fails to provide such written verification
or written update within such period, the information as to which written verification or a written update
was requested may be deemed not to have been provided in accordance with the Fund’s By-Laws.
For purposes of the requirements directly above, shares “beneficially
owned” shall mean all shares that such person is deemed to beneficially own pursuant to Rules 13d-3
and 13d-5 under the Securities Exchange Act of 1934 and which the shareholder has the right to acquire
pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (including
any derivative or short positions, profit interests, options or similar rights, and borrowed or loaned
shares).
Submission of a proposal by a shareholder
does not guarantee that the proposal will be included in the Fund’s proxy statement or presented at
the meeting.
By Order of the
Board of Trustees,
Lori A. Weber
Vice President and Secretary
March 27,
2023
EXHIBIT A
NOMINATING COMMITTEE CHARTER
I. The
Committee.
The Nominating Committee
(the “Committee”) is a committee of, and established by, the Board of Directors/Trustees of the Fund
(the “Board”). The Committee consists of such number of members as set by the Board from time to
time and its members shall be selected by the Board. The Committee shall be comprised entirely of “independent
members.” For purposes of this Charter, independent members shall mean members who are not interested
persons of the Fund (“Disinterested Board members”) as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the “1940 Act”).
II. Board Nominations and Functions.
1. The Committee shall
make recommendations for nominations for Disinterested Board members on the Board to the incumbent Disinterested
Board members and to the full Board. The Committee shall evaluate candidates’ qualifications for Board
membership and the independence of such candidates from the Fund’s investment manager and other principal
service providers. Persons selected must be independent in terms of both the letter and the spirit of
the 1940 Act. The Committee shall also consider the effect of any relationships beyond those delineated
in the 1940 Act that might impair independence, e.g., business, financial
or family relationships with investment managers or service providers.
2. The
Committee also shall evaluate candidates’ qualifications and make recommendations for “interested”
members on the Board to the full Board.
3. The Committee may adopt from time to time specific, minimum
qualifications that the Committee believes a candidate must meet before being considered as a candidate
for Board membership and shall comply with any rules adopted from time to time by the U.S. Securities
and Exchange Commission regarding investment company nominating committees and the nomination of persons
to be considered as candidates for Board membership.
4. The Committee shall review shareholder recommendations for
nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed
to the Committee at the Fund’s offices. The Committee shall adopt, by resolution, a policy regarding
its procedures for considering candidates for the Board, including any recommended by shareholders.
III. Committee
Nominations and Functions.
The
Committee shall make recommendations to the full Board for nomination for membership on all committees
of the Board.
IV. Other
Powers and Responsibilities.
1. The Committee shall meet at least once each year or more frequently
in open or executive sessions. The Committee may invite members of management, counsel, advisers and
others to attend its meetings as it deems appropriate. The Committee shall have separate sessions with
management and others, as and when it deems appropriate.
2. The
Committee shall have the resources and authority appropriate to discharge its responsibilities, including
authority to retain special counsel and other experts or consultants at the expense of the Fund.
3. The
Committee shall report its activities to the Board and make such recommendations as the Committee may
deem necessary or appropriate.
4. A majority of the members of the Committee shall constitute
a quorum for the transaction of business at any meeting of the Committee. The action of a majority of
the members of the Committee present at a meeting at which a quorum is present shall be the action of
the Committee. The Committee may meet in person or by telephone, and the Committee may act by written
consent, to the extent permitted by law and by the Fund’s by-laws. In the event of any inconsistency
between this Charter and the Fund’s organizational documents, the provisions of the Fund’s organizational
documents shall be given precedence.
5. The Committee shall review this Charter at least annually
and recommend any changes to the full Board.
ADDITIONAL STATEMENT
FOR CLOSED-END FUNDS ONLY
The Committee shall comply
with any rules of any stock exchange, if any, applicable to nominating committees of closed-end funds
whose shares are registered thereon.
EXHIBIT B
FRANKLIN TEMPLETON
AUDIT
COMMITTEE CHARTER
I. The
Committee.
The Audit Committee (“Committee”) is
a committee of, and established by, the Board of Directors/Trustees of the Fund (the “Board”).1
The Committee shall consist of such number of members as set by the Board from time to time, but in no
event fewer than three (NYSE-listed Funds only), and its members
shall be selected by the Board. The Committee shall be comprised entirely of members who satisfy the
requirements for independence set out in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the
“1934 Act”) (“Disinterested Board members”).2 Each member of
the Committee must be financially literate, as such qualification is interpreted by the Board in its
business judgment, or must become financially literate within a reasonable period of time after his or
her appointment to the Committee. At least one member of the Committee must be an “audit committee
financial expert,” as determined by the Board and as defined in Item 3(b) of U.S. Securities and Exchange
Commission (“SEC”) Form N-CSR. The Committee will make recommendations to the Board for its approval
with respect to such audit committee financial expert determinations at least annually.
If a Committee member of an NYSE-listed Fund simultaneously serves on the audit
committee of more than three public companies, the Board must determine that such simultaneous service
would not impair the ability of such member to effectively serve on the Fund’s Committee. When a member
serves on multiple boards in the same fund complex, such service will be counted as one board for these
purposes (NYSE-listed Funds only).
II. Purposes of
the Committee.
The function of the Committee
is to assist Board oversight of the Fund’s financial statements and accounting and auditing processes,
which shall include being directly responsible for the appointment, compensation, retention and oversight
of the work of the Fund’s independent registered public accounting firm (“auditors”) engaged (including
resolution of disagreements between management and the auditors regarding financial reporting) for the
purpose of preparing or issuing an audit report or performing other audit, review or
1 This
document serves as the Charter for the Committee of certain U.S. registered investment companies within
Franklin Templeton, and each series thereof as applicable (a “Fund”), including the Franklin, Templeton
and New Jersey/Alternative Strategies Funds, as well as Franklin Templeton ETF Trust, Franklin ETF Trust,
Franklin Templeton Trust, Legg Mason ETF Investment Trust, and ActiveShares®
ETF Trust. Exchange-listed Funds and their principal exchanges are included on Appendix A.
2 Each member of the Committee may not, other than in his or
her capacity as a member of the Committee, the Board, or any other Board committee: (A) accept directly
or indirectly any consulting, advisory, or other compensatory fee from the Fund or any subsidiary thereof,
provided that, unless the rules of the applicable national securities exchange or national securities
association provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation
under a retirement plan (including deferred compensation) for prior service with the Fund (provided that
such compensation is not contingent in any way on continued service); or (B) be an “interested person”
of the Fund as defined in section 2(a)(19) of the Investment Company Act of 1940.
attest services for the Fund. It is management’s responsibility to prepare the
Fund’s financial statements in accordance with generally accepted accounting principles (“GAAP”)
and to maintain appropriate systems for accounting and internal controls.
It
is the auditors’ responsibility to express an opinion on the Fund’s financial statements, to plan
and carry out an audit in accordance with the standards of the SEC and the Public Company Accounting
Oversight Board (“PCAOB”) and to report directly to the Committee. It is not the duty of the Committee
to plan or conduct audits or to determine that the Fund’s financial statements are complete and in
accordance with GAAP.
Consistent with such allocation of functions,
the purposes of the Committee are:
(a)
To oversee the Fund’s accounting and financial reporting policies and practices and its internal controls,
and to obtain, where it deems appropriate, reports on internal controls of service providers to the Fund;
(b) To oversee or, as appropriate, assist
Board oversight of the quality, objectivity and integrity of the Fund’s financial statements and the
independent audit thereof;
(c)
To oversee or, as appropriate, assist Board oversight of the Fund’s compliance with legal and regulatory
requirements (primarily as they relate to the Fund’s accounting and financial reporting, internal control
over financial reporting and independent audits);
(d)
To approve prior to appointment the engagement of the Fund’s auditors and, in connection therewith,
to review and evaluate the auditors’ qualifications, independence and performance, taking into account
the opinions of management;
(e)
To act as a liaison between the Fund’s auditors and the Board;
(f)
to prepare, or authorize the preparation of, the disclosure required by Item 407(d)(3)(i) of Regulation
S-K (the “Audit Committee Report”) for inclusion in the Fund’s annual proxy statement (NYSE-
and NYSE American-listed Funds only); and
(g)
To consider such other matters as it deems appropriate in carrying out its purpose and any other matters
that may be assigned to it by the Board.
In addition, the Committee
shall serve as the Fund’s Qualified Legal Compliance Committee (“QLCC”) pursuant to Section 205
of the SEC’s Standards of Professional Conduct for Attorneys Appearing and Practicing before the Commission
in the Representation of an Issuer (the “Standards”). In this capacity, the Committee is required
to adopt and maintain written procedures for the confidential receipt, retention and consideration of
any report of evidence of a material violation. “Evidence of a material violation” means credible
evidence, based upon which it would be unreasonable, under the circumstances, for a prudent and competent
attorney not to conclude that it is reasonably likely that a material violation of an applicable U.S.
federal or state securities law, a material breach of fiduciary (or similar) duty to the Fund arising
under U.S. federal or state law, or a similar material violation of any U.S. federal or state law has
occurred, is ongoing, or is about to occur.
III. Powers
and Duties.
The Committee shall have
the following powers and duties to carry out its purposes:
(a)
To select the auditors, subject to approval both by the Board and by a separate vote of the Disinterested
Board members, and, in connection therewith, to evaluate the independence and qualifications of the auditors
in accordance with applicable federal securities laws and regulations and the rules and standards of
the PCAOB.
(b) To be directly
responsible for approving the services to be provided by, and the compensation of, the auditors, including:
(i) pre-approval
of all audit and audit related services;
(ii) pre-approval of all non-audit related services to be provided
to the Fund by the auditors;
(iii) pre-approval of all non-audit related services to be provided
by the auditors to the Fund’s investment adviser or to any entity that controls, is controlled by or
is under common control with the Fund’s investment adviser and that provides ongoing services to the
Fund where the non-audit services relate directly to the operations or financial reporting of the Fund;
and
(iv) if deemed necessary or appropriate, as an alternative to Committee
pre-approval of services to be provided by the auditors, as required by paragraphs (ii) and (iii) above:
(A) establishment
by the Committee of policies and procedures to pre-approve such services, provided the policies and procedures
are detailed as to the particular service and the Committee is informed of each service and such policies
and procedures do not include delegation of audit committee responsibilities, as contemplated under the
1934 Act), to management; or
(B) delegation by the Committee to one or more designated members
of the Committee who are Disinterested Board members of authority to pre-approve such services, provided
the Committee is informed of the decisions of any member pursuant to such delegated authority no later
than its next scheduled meeting;
subject, in the case of (ii) through (iv), to any waivers,
exceptions or exemptions that may be available under applicable law or rules.
(c) To meet with the auditors, including private meetings, as necessary to (i) review
the arrangements for and scope of the annual audit and any special audits; (ii) discuss any matters
or concerns relating to the Fund’s financial statements, including any recorded and/or unrecorded adjustments
to such statements recommended by the auditors, or other results of audits; (iii) consider the auditors’
comments with respect to the Fund’s financial, accounting and reporting policies, procedures and internal
controls and management’s responses thereto; and (iv) to review the form of opinion the auditors propose
to render.
(d) To meet to review and discuss the Fund’s
annual audited financial statements with management and the auditors, including reviewing the Fund’s
disclosures under “Management’s Discussion of Fund Performance” (“MDFP”) in its annual shareholder
report (All Funds). To meet to review and discuss the Fund’s semi-annual
financial statements with management, including reviewing the Fund’s MDFP disclosures in its semi-annual
shareholder report, as applicable (NYSE-listed Funds and New Jersey/Alternative Strategies Funds
only). Such meetings may be telephonic.
(e) To consider the effect upon the Fund
of any changes in accounting principles or practices proposed by management or the auditors.
(f) To receive and consider reports from the auditors:
(i) as
required by generally accepted accounting standards, including Auditing Standard (“AS”) No. 1301
(Communications with Audit Committees);
(ii) annually and by update as required by SEC Regulation S-X,
regarding:
(A) all critical accounting policies and practices of the Fund
to be used;
(B) all alternative treatments within GAAP for policies and practices
related to material items that have been discussed with management of the Fund, including ramifications
of the use of such alternative disclosures and treatments, and the treatment preferred by the auditors;
(C) other
material written communications between the auditors and management of the Fund, such as any management
letter or schedule of unadjusted differences; and
(D) all non-audit services provided to any entity in an investment
company complex, as defined in SEC Regulation S-X, that were not pre-approved by the Committee pursuant
to SEC Regulation S-X;
(iii) at least annually regarding the auditors’ internal quality-control
procedures; and
(iv) at least annually regarding any material issues raised by
the most recent internal quality-control review, or peer review, of the auditors, or by any inquiry or
investigation by governmental or professional authorities, within the preceding five years, respecting
one or more independent audits carried out by the auditors, and any steps taken to deal with any such
issues.
(g) To review (i) major
issues regarding accounting principles and financial statement presentations, including any significant
changes in the Fund’s selection or application of accounting principles, and major issues as to the
adequacy of the Fund’s internal controls and any special audit steps adopted in light of material control
deficiencies; and (ii) analyses prepared by management and/or the auditors setting forth significant
financial reporting issues and judgments made in connection with the preparation of the financial statements,
including analyses of the effects of alternative GAAP methods on the financial statements.
(h) In considering the independence of the auditors:
(i) at
least annually to receive from the auditors a formal written statement, and other reports as necessary,
describing all relationships between the auditors and the Fund, the Fund’s investment adviser and service
providers, and other entities advised or serviced by, including any entities controlling, controlled
by or under common control with, the investment adviser or any other service providers to the Fund that,
in the auditors’ judgment, could be thought to bear upon the auditors’ independence;
(ii) to
receive and consider, if applicable, periodic reports from the auditors regarding whether the provision
of non-audit services (including tax services) is compatible with maintaining the auditors’ independence;
(iii) to
request from the auditors a written affirmation that they are independent auditors under the federal
securities laws and standards adopted by the PCAOB; and
(iv) to discuss with the auditors any disclosed relationships or
services that may impact the objectivity, impartial judgment, and independence of the auditors and for
taking, or recommending that the Board take, appropriate action to oversee the independence of the auditors.
(i) To require that the auditors regularly
provide timely information to the Committee with respect to new rules and pronouncements by applicable
regulatory and accounting standards agencies, along with an explanation of how such developments may
affect the Fund’s financial statements and accounting principles and practices.
(j) To review the effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on the financial statements of the Fund.
(k) To consider any reports of audit problems or difficulties that may have arisen
during the course of the audit, including any limitations of the scope of the audit, and management’s
response thereto.
(l) To review communications
from the Fund’s Chief Executive Officer – Finance and Administration, and Chief Financial Officer
and Chief Accounting Officer concerning (i) all significant deficiencies and material weaknesses in
the design or operation of internal controls over financial reporting which are reasonably likely to
adversely affect the Fund’s ability to record, process, summarize and report financial information;
and (ii) any fraud, whether or not material, that involves management or other employees who have a
significant role in the Fund’s internal controls over financial reporting, and to review requested
communications from management for any other purposes the Committee deems appropriate.
(m) In connection with the preparation of the Audit Committee Report (NYSE
and NYSE American-listed Funds only):
(i) to review and discuss the audited financial statements of
the Fund with management;
(ii) to discuss with the auditors the matters required to be discussed
by the applicable requirements of the PCAOB and the SEC;
(iii) to receive the written disclosures and the letter(s) from
the auditors required by applicable requirements of the PCAOB regarding the auditor’s communications
with the Committee concerning independence (referred to in paragraph (h) above), and discuss with the
auditors the auditor’s independence; and
(iv) based on the review and discussions referred to in paragraphs
(i) through (iii) above, to recommend to the Board that the audited financial statements be included
in the Fund’s annual report on Form N-CSR for the last fiscal year for filing with the SEC.
(n) To review and discuss, as appropriate, the Fund’s earnings
press releases (including the type and presentation of information to be included therein, paying particular
attention to any use of “pro forma,” or “adjusted” non-GAAP, information), as well as any financial
information and earnings guidance provided to analysts and rating agencies. (NYSE-listed Funds
only)
(o)
To review and discuss the Fund’s processes with respect to risk assessment and risk management.
(p) To set clear policies relating to the hiring by entities
within Franklin Templeton of employees or former employees of the auditors.
(q) To evaluate, as either part of the
full Board or as a Committee, its performance at least annually.
(r)
To review potential conflict of interest situations where appropriate in connection with the Fund’s
ongoing review of all related party transactions.
(s)
To inform the chief legal officer (“CLO”) and chief executive officer (“CEO”) of the Fund (or
the equivalents thereof) of any report of evidence of a material violation by the Fund, its officers,
directors/trustees, employees (if any), or agents (collectively, “affiliates”). In connection therewith,
the Committee shall:
(i) determine whether an investigation is necessary regarding
any report of evidence of a material violation by the Fund or its affiliates;
(ii) if
the Committee determines such an investigation is necessary or appropriate, (A) notify the Board; (B) initiate
an investigation, which may be conducted by either the CLO or by outside attorneys; and (C) retain such
additional expert personnel as the Committee deems necessary to assist in the investigation;
(iii) at
the conclusion of any such investigation, (A) recommend by a majority vote, that the Fund implement
an appropriate response (as defined in Section 205.2(b) of the Standards) to evidence of a material
violation, and (B) inform the CLO and the CEO and the Board of the results of such investigation and
the appropriate remedial measures to be adopted;
(iv) acting by majority vote, take all other appropriate action,
including the authority to notify the SEC in the event the Fund fails in any material respect to implement
an appropriate response that the Committee has recommended the Fund to take; and
(v) otherwise
respond to evidence of a material violation.
IV. Other Functions
and Procedures of the Committee.
(a)
The Committee shall meet at least twice each year or more frequently, in open or executive sessions,
as may be necessary to fulfill its responsibilities. The Committee shall meet as frequently as circumstances
require with (i) the auditors as provided in III(c), above; and (ii) management’s internal audit
department to review and discuss internal audit functions and reports. The Committee may invite members
of management, the auditors, counsel, advisers and others to attend its meetings as it deems appropriate.
The Committee shall meet separately, periodically, with management and with the auditors.
(b) The Committee shall establish procedures for (i) the receipt, retention and
treatment of complaints received by the Fund or the Fund’s adviser regarding accounting, internal accounting
controls, or accounting matters relating to the Fund; and (ii) the confidential, anonymous submission
by employees of the Fund or Franklin Resources, Inc. and its subsidiaries of concerns regarding questionable
accounting or auditing matters.
(c)
The Committee shall have the authority to engage special or independent counsel, experts and other advisers
as and when it determines necessary to carry out its duties.
(d)
The Fund must provide for appropriate funding, as determined by the Committee in its capacity as a Committee
of the Board, for payment of (i) compensation to any auditors engaged for the purpose of preparing or
issuing an audit report or performing other audit, review or attest services for the Fund;
(ii) compensation to any advisers employed by the Committee
(under paragraph (c) above); and (iii) ordinary administrative expenses of the Committee that are necessary
or appropriate in carrying out its duties.
(e)
The Committee shall have unrestricted access to the Fund’s management and management of the Fund’s
adviser, including, but not limited to, their chief executive officer(s), chief financial officer(s),
internal auditors and any other executives and financial officers.
(f)
The Committee shall report its activities to the Board, including any issues that arise with respect
to the quality or integrity of the Fund’s financial statements, the Fund’s compliance with legal
or regulatory requirements, or the qualifications, performance and independence of the Fund’s auditors,
and make such recommendations as the Committee may deem necessary or appropriate.
(g) The Committee shall review and assess the adequacy of this Charter annually,
or more frequently if it chooses, and recommend any changes to the Board. The Board shall adopt and approve
this Charter and may amend it on its own motion.
(h)
The Committee shall meet jointly with the Audit Committees of the other Funds within the Franklin Templeton
Fund complex as may be appropriate, including to attend presentations and review proposals and other
matters of common concern to all such Audit Committees.
(i)
Pursuant to delegated authority from the Board, and at the request of the applicable investment manager
of the Fund (the “Investment Manager”), the Committee, or an appointed delegate of the Committee
as applicable, shall provide proxy voting instructions as a representative of the Fund to the Investment
Manager in certain situations where the Investment Manager has identified a material conflict of interest
between the Investment Manager or one of its affiliates and an issuer (i.e.,
the Committee or its appointed delegate will approve or disapprove the Investment Manager’s voting
recommendation).
(j) To the extent applicable to the Fund,
the Committee shall comply with such other rules of the applicable national securities exchanges and
the SEC applicable to exchange-listed funds, as such may be adopted and amended from time to time. (Exchange-listed
Funds only)
Appendix A
Amended as of October 3, 2022
EXCHANGE-LISTED
FUNDS
Funds
listed on New York Stock Exchange LLC (“NYSE-listed Funds”)
Franklin Universal Trust
Templeton
Dragon Fund, Inc.
Templeton Emerging Markets Fund
Templeton Emerging Markets Income Fund
Templeton
Global Income Fund
Fund listed on NYSE American LLC (“NYSE American-listed
Fund”)
Franklin Limited Duration
Income Trust
Funds listed on NYSE Arca, Inc.
Franklin
ETF Trust
Franklin Short Duration U.S. Government
ETF
Franklin Templeton ETF Trust
Franklin
FTSE Asia ex Japan ETF
Franklin FTSE Australia ETF
Franklin
FTSE Brazil ETF
Franklin FTSE Canada ETF
Franklin
FTSE China ETF
Franklin FTSE Europe ETF
Franklin
FTSE Europe Hedged ETF
Franklin FTSE France ETF
Franklin
FTSE Germany ETF
Franklin FTSE Hong Kong ETF
Franklin
FTSE India ETF
Franklin FTSE Italy ETF
Franklin
FTSE Japan ETF
Franklin FTSE Japan Hedged ETF
Franklin FTSE Latin America ETF
Franklin
FTSE Mexico ETF
Franklin FTSE Russia ETF
Franklin
FTSE Saudi Arabia ETF
Franklin FTSE South Africa ETF
Franklin FTSE South Korea ETF
Franklin
FTSE Switzerland ETF
Franklin FTSE Taiwan ETF
Franklin
FTSE United Kingdom ETF
Franklin Dynamic Municipal Bond ETF
Franklin Emerging Market Core Dividend Tilt Index ETF
Franklin International Core Dividend Tilt Index ETF
Franklin Investment Grade Corporate ETF
Franklin
Municipal Green Bond ETF
Franklin Systematic Style Premia ETF
Franklin Ultra Short Bond ETF
Franklin
U.S. Core Bond ETF
Franklin U.S. Low Volatility ETF
Franklin U.S. Treasury Bond ETF
Franklin
U.S. Core Dividend Tilt Index ETF
Franklin U.S. Equity
Index ETF
Funds listed on Cboe BZX Exchange, Inc.
Franklin
Templeton ETF Trust
Franklin Disruptive Commerce ETF
Franklin Exponential Data ETF
Franklin
Genomic Advancements ETF
Franklin High Yield Corporate ETF
Franklin Intelligent Machines ETF
Franklin
International Aggregate Bond ETF
Franklin Senior Loan
ETF
Franklin U.S. Large Cap Multifactor Index ETF
Franklin
U.S. Mid Cap Multifactor Index ETF
Franklin U.S. Small Cap
Multifactor Index ETF
Legg Mason ETF Investment Trust
Franklin International Low Volatility High Dividend Index
ETF
ActiveShares® ETF Trust
ClearBridge
Focus Value ESG ETF
Funds listed on The Nasdaq Stock Market LLC
Franklin
Templeton ETF Trust
Brandywine GLOBAL – Dynamic US Large Cap Value ETF3
Martin Curry Sustainable International Equity ETF3
Legg Mason ETF Investment Trust
ClearBridge
All Cap Growth ESG ETF
ClearBridge Dividend Strategy ESG ETF
ClearBridge Large Cap Growth ESG ETF
Franklin U.S. Low Volatility High Dividend Index ETF
Royce Quant Small-Cap Quality Value ETF
Western
Asset Short Duration Income ETF
Western Asset Total
Return ETF
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TLTEI PROXY 04/23
TEMPLETON
EMERGING MARKETS INCOME FUND