TEMPLETON GROWTH FUND INC Form 485BPOS Filed ...

Business Address300 S.E. 2ND STREETFORT LAUDERDALE FL33301-19239545277500

Mailing Address300 S.E. 2ND STREETFORT LAUDERDALE FL33301-1923

Business Address300 S.E. 2ND STREETFORT LAUDERDALE FL33301-19239545277500

Mailing Address300 S.E. 2ND STREETFORT LAUDERDALE FL33301-1923

SECURITIES AND EXCHANGE COMMISSION

FORM 485BPOSPost-effective amendments [Rule 485(b)]

Filing Date: 2021-12-27SEC Accession No. 0001741773-21-004224

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FILERTEMPLETON GROWTH FUND INCCIK:805664| IRS No.: 592745039 | State of Incorp.:MD | Fiscal Year End: 0831Type: 485BPOS | Act: 40 | File No.: 811-04892 | Film No.: 211520358

TEMPLETON GROWTH FUND INCCIK:805664| IRS No.: 592745039 | State of Incorp.:MD | Fiscal Year End: 0831Type: 485BPOS | Act: 33 | File No.: 033-09981 | Film No.: 211520357

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File Nos. 033-09981 and 811-04892As filed with the Securities and Exchange Commission on December 27, 2021

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM N-1AREGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No.Post-EffectiveAmendmentNo.

62 [X]

and/orREGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACTOF 1940

[X]

AmendmentNo.

64 [X]

Templeton Growth Fund Inc(Exact Name of Registrant as Specified in Charter)

300 S.E. 2nd Street, Fort Lauderdale, Florida 33301-1923(Address of Principal Executive Offices) (Zip Code)

(954) 527-7500(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)

It is proposed that this filing will become effective (check appropriate box)[ ]immediately upon filing pursuant to paragraph (b)[X]on January 1, 2022 pursuant to paragraph (b)[ ]60 days after filing pursuant to paragraph (a)(i)[ ]on (date) pursuant to paragraph (a)(i)[ ]75 days after filing pursuant to paragraph (a)(ii)[ ]on (date) pursuant to paragraph (a)(ii) of rule 485If appropriate check the following box:

[ ] This post-effective amendment designates a new effective date fora previously filed post-effective amendment.



PROSPECTUS

TEMPLETON GROWTH FUND, INC.January 1, 2022

Class A Class C Class R Class R6 Advisor ClassTEPLX FTGQX TEGRX FTGFX TGADX

The U.S. Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed uponthe adequacy of this prospectus. Any representation to the contrary is a criminal offense.

101 P 1/22



ContentsFund SummaryInformation about the Fund you should know before investing

Investment Goal 3Fees and Expenses of the Fund 3Portfolio Turnover 4Principal Investment Strategies 4Principal Risks 5Performance 8Investment Manager 9Portfolio Managers 9Purchase and Sale of Fund Shares 10Taxes 10Payments to Broker-Dealers and Other Financial Intermediaries 10Investment Goal 11Fund Details

More information on investment policies, practices and risks/financial highlights

Principal Investment Policies and Practices 11Principal Risks 14Management 23Distributions and Taxes 25Financial Highlights 29Your Account

Information about sales charges, qualified investors, account transactions and services

Choosing a Share Class 35Buying Shares 49Investor Services 52Selling Shares 55Exchanging Shares 58Account Policies 62Questions 72For More Information

Where to learn more about the FundBack Cover



TEMPLETON GROWTH FUND, INC.FUND SUMMARY

Fund SummaryInvestment Goal

Long-term capital growth.Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may qualify for salescharge 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.More information about these and other discounts is available from your financial professional and under “Your Account” on page 36 inthe Fund's Prospectus and under “Buying and Selling Shares” on page 64 of the Fund’s Statement of Additional Information. In addition,more information about sales charge discounts and waivers for purchases of shares through specific financial intermediaries is set forthin 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, orcommissions that a shareholder may be required to pay directly to its financial intermediary when buying or selling Class R6 or AdvisorClass shares.Shareholder Fees(fees paid directly from your investment)

Class A Class C Class R Class R6Advisor

ClassMaximum Sales Charge (Load)Imposed on Purchases (as percentageof offering price) 5.50% None None None NoneMaximum Deferred Sales Charge(Load) (as percentage of the lowerof original purchase price or saleproceeds) None1 1.00% None None None1. There is a 1% contingent deferred sales charge that applies to investments of $1 Million or more (see "Investment 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 C Class R Class R6Advisor

ClassManagement fees 0.69% 0.69% 0.69% 0.69% 0.69%Distribution and service (12b-1) fees 0.25% 1.00% 0.50% None NoneOther expenses1 0.11% 0.11% 0.11% 0.05% 0.11%Total annual Fund operating expenses1,2 1.05% 1.80% 1.30% 0.74% 0.80%franklintempleton.com Prospectus 3



TEMPLETON GROWTH FUND, INC.FUND SUMMARY1. Other expenses have been restated to reflect current fiscal year fees and expenses. Consequently, total Fund operating expenses differ from the ratio of expenses to averagenet assets shown in the Financial Highlights.2. The transfer agent has contractually agreed to cap transfer agency fees for Class R6 shares of the Fund so that the transfer agency fees for that class do not exceed 0.03%until December 31, 2022. Contractual fee waiver and/or expense reimbursement agreements may not be changed or terminated during the time period set forth above.ExampleThis Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. TheExample 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 theperiod. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain thesame. The Example reflects adjustments made to the Fund's operating expenses due to the fee waivers and/or expense reimbursementsby management for the 1 Year numbers only. Although your actual costs may be higher or lower, based on these assumptions your costswould be:

1 Year 3 Years 5 Years 10 YearsClass A $651 $865 $1,097 $1,762Class C $283 $567 $975 $1,919Class R $132 $411 $712 $1,568Class R6 $76 $237 $412 $919Advisor Class $82 $256 $444 $990If you do not sell your shares:Class C $183 $567 $975 $1,919

Portfolio TurnoverThe Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolioturnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During themost recent fiscal year, the Fund's portfolio turnover rate was 44.14% of the average value of its portfolio.Principal Investment Strategies

Under normal market conditions, the Fund invests primarily in the equity securities of companies located anywhere in the world, includingdeveloping markets. The equity securities in which the Fund primarily invests are common stock. The Fund may invest in companies ofany size, including small and medium capitalization companies. Although the Fund seeks investments across a number of regions,countries and sectors, from time to time, based on economic conditions, the Fund may have significant positions in particular regions,countries or sectors.4 Prospectus franklintempleton.com




The Fund may also use a variety of equity-related derivatives, which may include equity futures and equity index futures, for variouspurposes including enhancing Fund returns, increasing liquidity and gaining exposure to particular markets in more efficient or lessexpensive ways.When choosing equity investments for the Fund, the investment manager applies a “bottom-up,” value-oriented, long-term approach,focusing on the market price of a company’s securities relative to the investment manager’s evaluation of the company’s long-termearnings, asset value and cash flow potential. The investment manager also considers a company’s price/earnings ratio, price/cash flowratio, profit margins and liquidation value.The investment manager may consider selling an equity security when it believes the security has become overvalued due to either itsprice appreciation or changes in the company’s fundamentals, or when the investment manager believes another security is a moreattractive investment opportunity.Principal Risks

You could lose money by investing in the Fund. Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed by, anybank, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency of the U.S.government.Market The market values of securities or other investments owned by the Fund will go up or down, sometimes rapidly or unpredictably.The market value of a security or other investment may be reduced by market activity or other results of supply and demand unrelated tothe issuer. This is a basic risk associated with all investments. When there are more sellers than buyers, prices tend to fall. Likewise,when there are more buyers than sellers, prices tend to rise.The current global outbreak of the novel strain of coronavirus, COVID-19, has resulted in market closures and dislocations, extremevolatility, liquidity constraints and increased trading costs. Efforts to contain the spread of COVID-19 have resulted in global travelrestrictions and disruptions of healthcare systems, business operations and supply chains, layoffs, volatility in consumer demand forcertain products, defaults and credit ratings downgrades, and other significant economic impacts. The effects of COVID-19 haveimpacted global economic activity across many industries and may heighten other pre-existing political, social and economic risks, locallyor globally. The full impact of the COVID-19 pandemic is unpredictable and may adversely affect the Fund’s performance.Stock prices tend to go up and down more dramatically than those of debt securities. A slower-growth or recessionary economicenvironment could have an adverse effect on the prices of the various stocks held by the Fund.franklintempleton.com Prospectus 5



TEMPLETON GROWTH FUND, INC.FUND SUMMARYForeign Securities (non-U.S.) Investing in foreign securities typically involves more risks than investing in U.S. securities, and includesrisks associated with: (i) internal and external political and economic developments – e.g., the political, economic and social policies andstructures of some foreign countries may be less stable and more volatile than those in the U.S. or some foreign countries may besubject to trading restrictions or economic sanctions; (ii) trading practices – e.g., government supervision and regulation of foreignsecurities and currency markets, trading systems and brokers may be less than in the U.S.; (iii) availability of information – e.g., foreignissuers may not be subject to the same disclosure, accounting and financial reporting standards and practices as U.S. issuers; (iv) limitedmarkets – e.g., the securities of certain foreign issuers may be less liquid (harder to sell) and more volatile; and (v) currency exchangerate fluctuations and policies – e.g., fluctuations may negatively affect investments denominated in foreign currencies and any incomereceived or expenses paid by the Fund in that foreign currency. The risks of foreign investments may be greater in developing oremerging market countries.Regional Focus Because the Fund may invest at least a significant portion of its assets in companies in a specific region, includingEurope, the Fund is subject to greater risks of adverse developments in that region and/or the surrounding regions than a fund that ismore broadly diversified geographically. Political, social or economic disruptions in the region, even in countries in which the Fund is notinvested, may adversely affect the value of investments held by the Fund. Current uncertainty concerning the economic consequences ofthe January 31, 2020 departure of the United Kingdom from the European Union (EU) may increase market volatility.Developing Market Countries The Fund’s investments in securities of issuers in developing market countries are subject to all of therisks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and socialframeworks to support securities markets, including: delays in settling portfolio securities transactions; currency and capital controls;greater sensitivity to interest rate changes; pervasiveness of corruption and crime; currency exchange rate volatility; and inflation,deflation or currency devaluation.Derivative Instruments The performance of derivative instruments depends largely on the performance of an underlying instrument,such as a currency, security, interest rate or index, and such instruments often have risks similar to their underlying instrument, in additionto other risks. Derivative instruments involve costs and can create economic leverage in the Fund's portfolio which may result insignificant volatility and cause the Fund to participate in losses (as well as gains) in an amount that exceeds the Fund's initial investment.Other risks include illiquidity, mispricing or improper valuation of the derivative instrument, and imperfect correlation between the value ofthe derivative and the underlying instrument so6 Prospectus franklintempleton.com




that the Fund may not realize the intended benefits. When a derivative is used for hedging, the change in value of the derivative may alsonot correlate specifically with the currency, security, interest rate or other risk being hedged. With over-the-counter derivatives, there isthe risk that the other party to the transaction will fail to perform.Small and Mid Capitalization Companies Securities issued by small and mid capitalization companies may be more volatile in pricethan those of larger companies and may involve additional risks. Such risks may include greater sensitivity to economic conditions, lesscertain growth prospects, lack of depth of management and funds for growth and development, and limited or less developed productlines and markets. In addition, small and mid capitalization companies may be affected by interest rate increases, as they may find itmore difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans.Liquidity From time to time, the trading market for a particular security or type of security or other investments in which the Fund investsmay become less liquid or even illiquid. Reduced liquidity will have an adverse impact on the Fund’s ability to sell such securities or otherinvestments when necessary to meet the Fund’s liquidity needs, which may arise or increase in response to a specific economic event orbecause the investment manager wishes to purchase particular investments or believes that a higher level of liquidity would beadvantageous. Reduced liquidity will also generally lower the value of such securities or other investments. Market prices for suchsecurities or other investments may be relatively volatile.Value Style Investing A value stock may not increase in price as anticipated by the investment manager if other investors fail torecognize the company's value and bid up the price, the markets favor faster-growing companies, or the factors that the investmentmanager believes will increase the price of the security do not occur or do not have the anticipated effect.Management The Fund is subject to management risk because it is an actively managed investment portfolio. The Fund's investmentmanager applies investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guaranteethat these decisions will produce the desired results.Focus To the extent that the Fund focuses on particular countries, regions, industries, sectors or types of investment from time to time,the Fund may be subject to greater risks of adverse developments in such areas of focus than a fund that invests in a wider variety ofcountries, regions, industries, sectors or investments.franklintempleton.com Prospectus 7




PerformanceThe following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund'sperformance from year to year for Class A shares. The table shows how the Fund's average annual returns for 1 year, 5 years, 10 yearsor since inception, as applicable, compared with those of a broad measure of market performance. The Fund's past performance (beforeand after taxes) is not necessarily an indication of how the Fund will perform in the future. You can obtain updated performanceinformation at franklintempleton.com or by calling (800)DIAL BEN/342-5236.Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.Class A Annual Total Returns

Best Quarter: 2020, Q4 15.91%Worst Quarter: 2020, Q1 -22.02%

As of September 30, 2021, the Fund’s year-to-date return was 3.98%.

8 Prospectus franklintempleton.com




Average Annual Total Returns(figures reflect sales charges)For periods ended December 31, 2020

1 Year 5 Years 10 YearsSince

InceptionTempleton Growth Fund, Inc. - Class A

Return before taxes -0.06% 4.72% 5.52% —Return after taxes on distributions -0.30% 3.82% 4.94% —Return after taxes on distributions and sale of Fund shares 0.12% 3.70% 4.49% —

Templeton Growth Fund, Inc. - Class C 3.93% 5.12% 5.32% —Templeton Growth Fund, Inc. - Class R 5.44% 5.65% 5.85% —Templeton Growth Fund, Inc. - Class R6 6.08% 6.28% — 5.32%1

Templeton Growth Fund, Inc. - Advisor Class 5.98% 6.18% 6.39% —MSCI All Country World Index-NR (index reflects no deduction for fees,expenses or taxes but are net of dividend tax withholding) 16.25% 12.25% 9.13% —

1.Since inception May 1, 2013.

The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impactof state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returnsare not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirementaccounts. After-tax returns are shown only for Class A and after-tax returns for other classes will vary.The figures in the average annual total returns table above reflect the Class A maximum front-end sales charge of 5.50%. Prior toSeptember 10, 2018, Class A shares were subject to a maximum front-end sales charge of 5.75%. If the prior maximum front-end salescharge of 5.75% was reflected, performance for Class A in the average annual total returns table would be lower.Investment Manager

Templeton Global Advisors Limited (Global Advisors)Portfolio Managers

Peter M. Moeschter, CFAExecutive Vice President and Director of Global Advisors and portfolio manager of the Fund since 2019.franklintempleton.com Prospectus 9



TEMPLETON GROWTH FUND, INC.FUND SUMMARYHerbert J. Arnett, Jr.Vice President, Portfolio Manager and Research Analyst of Global Advisors and portfolio manager of the Fund since 2016.Christopher James Peel, CFAVice President, Portfolio Manager and Research Analyst of Global Advisors and portfolio manager of the Fund since 2016.Warren Pustam, CFAVice President and Portfolio Manager of Global Advisors and portfolio manager of the Fund since 2019.Purchase and Sale of Fund Shares

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 33030, St. Petersburg, FL 33733-8030) or by telephone at (800) 632-2301. For Class A,C and R, the minimum initial purchase for most accounts is $1,000 (or $25 under an automatic investment plan). Class R6 and AdvisorClass are only available to certain qualified investors and the minimum initial investment will vary depending on the type of qualifiedinvestor, as described under "Your Account — Choosing a Share Class — Qualified Investors — Class R6" and "— Advisor Class" in theFund's prospectus. There is no minimum investment for subsequent purchases.Taxes

The Fund’s distributions are generally taxable to you as ordinary income, capital gains, or some combination of both, unless you areinvesting through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributionswould generally be taxed when withdrawn from the tax-deferred account.Payments to Broker-Dealers and

Other Financial IntermediariesIf you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its relatedcompanies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interestby influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask yourfinancial advisor or visit your financial intermediary's website for more information.10 Prospectus franklintempleton.com



TEMPLETON GROWTH FUND, INC.FUND DETAILS

Fund DetailsInvestment Goal

The Fund's investment goal is long-term capital growth.Principal Investment Policies and Practices

Under normal market conditions, the Fund invests primarily in the equity securities of companies located anywhere in the world, includingdeveloping markets.An equity security represents a proportionate share of the ownership of a company; its value is based on the success or failure of thecompany’s business, any income paid to stockholders, the value of its assets and general market conditions. Common stocks andpreferred stocks, and securities convertible into common stocks, are examples of equity securities. The Fund may invest in convertiblesecurities without regard to the ratings assigned by the rating services. The Fund may invest in companies of any size, including smallerand midsize companies. The Fund also invests in depositary receipts. These are certificates typically issued by a bank or trust companythat give their holders the right to receive securities issued by a foreign or domestic company.Depending upon current market conditions, the Fund may invest in debt securities of companies and governments located anywhere inthe world. Debt securities represent the obligation of the issuer to repay a loan of money to it, and generally pay interest to the holder.Bonds, notes and debentures are examples of debt securities.Although the Fund seeks investments across a number of regions, countries and sectors, from time to time, based on economicconditions, the Fund may have significant positions in particular regions, such as Europe, countries or sectors such as healthcare, energyand financial services companies.In addition to the principal investment strategies set forth above, the Fund may, from time to time, engage in currency-related derivatives,such as currency and cross-currency forwards and currency futures contracts, to seek to hedge (protect) against currency risks. TheFund also may, from time to time, engage in equity-related derivatives, which may include buying and selling (writing) put and call optionson individual securities (including ETFs) and indices, and engaging in equity futures and equity index futures, for various purposesincluding enhancing Fund returns, increasing liquidity, gaining exposure to individual securities and particular markets in more efficient orless expensive ways, generating additional income for the Fund and/or hedging risks relating to changes in certain equity markets.franklintempleton.com Prospectus 11



TEMPLETON GROWTH FUND, INC.FUND DETAILSA currency forward contract is an obligation to purchase or sell a specific foreign currency in exchange for another currency, which maybe U.S. dollars, at an agreed exchange rate (price) at a future date. Currency forwards are typically individually negotiated and privatelytraded by currency traders and their customers in the interbank market. A cross currency forward is a forward contract to sell a specificforeign currency in exchange for another foreign currency and may be used when the Fund believes that the price of one of those foreigncurrencies will experience a substantial movement against the other foreign currency. A cross currency forward will tend to reduce oreliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased, similar to when the Fund sells asecurity denominated in one currency and purchases a security denominated in another currency. When used for hedging purposes, across currency forward should help to protect the Fund against losses resulting from a decline in the hedged currency, but will cause theFund to assume the risk of fluctuations in the value of the currency it purchases.A futures contract is a standard binding agreement that trades on an exchange to buy or sell a specified quantity of an underlyinginstrument or asset at a specified price at a specified later date. A “sale” of a futures contract means the acquisition of a contractualobligation to deliver the underlying instrument called for by the contract at a specified price on a specified date. A “purchase” of a futurescontract means the acquisition of a contractual obligation to acquire a specified quantity of the underlying instrument called for by thecontract at a specified price on a specified date. The purchase or sale of a futures contract will allow the Fund to increase or decrease itsexposure to the underlying instrument or asset. Although most futures contracts used by the Fund allow for a cash payment of the netgain or loss on the contract at maturity in lieu of delivery of the underlying instruments, some require the actual delivery or acquisition ofthe underlying instrument or asset. The Fund may buy and sell futures contracts that trade on U.S. and foreign exchanges.A call option gives the purchaser of the option, upon payment of a premium, the right to buy, and the seller the obligation to sell, theunderlying instrument at the exercise price. Conversely, a put option gives the purchaser of the option, upon payment of a premium, theright to sell, and the seller of the option the obligation to buy, the underlying instrument at the exercise price. For example, when theinvestment manager expects the price of a stock held by the Fund to decline in value, the Fund may also purchase put options that areexpected to increase in value as the market price of the stock declines to hedge against such anticipated decline in value. Theinvestment manager considers various factors, such as availability and cost, in deciding whether, when and to what extent to enter intoderivative transactions.12 Prospectus franklintempleton.com




The Fund may invest in equity-linked notes (ELNs), which are hybrid derivative-type instruments that are specially designed to combinethe characteristics of one or more reference securities (usually a single stock, a stock index or a basket of stocks (underlying securities))and a related equity derivative, such as a put or call option, in a single note form. The Fund may engage in all types of ELNs, includingthose that: (1) provide for protection of the Fund’s principal in exchange for limited participation in the appreciation of the underlyingsecurities, and (2) do not provide for such protection and subject the Fund to the risk of loss of the Fund’s principal investment. ELNs canprovide the Fund with an efficient investment tool that may be less expensive than investing directly in the underlying securities and therelated equity derivative.When choosing equity investments for the Fund, the investment manager applies a “bottom-up,” value-oriented, long-term approach,focusing on the market price of a company’s securities relative to the investment manager’s evaluation of the company’s long-termearnings, asset value and cash flow potential. This includes an assessment by the investment manager of the potential impacts ofmaterial environmental, social and governance factors on the long-term risk and return profile of a company. The investment manageralso considers a company’s price/earnings ratio, price/cash flow ratio, profit margins and liquidation value.The investment manager may consider selling an equity security when it believes the security has become overvalued due to either itsprice appreciation or changes in the company's fundamentals, or when the investment manager believes another security is a moreattractive investment opportunity.Exclusion of Investment Manager from Commodity Pool Operator DefinitionWith respect to the Fund, the investment manager has claimed an exclusion from the definition of “commodity pool operator” (CPO)under the Commodity Exchange Act (CEA) and the rules of the Commodity Futures Trading Commission (CFTC) and, therefore, is notsubject to CFTC registration or regulation as a CPO. In addition, with respect to the Fund, the investment manager is relying upon arelated exclusion from the definition of “commodity trading advisor” (CTA) under the CEA and the rules of the CFTC.The terms of the CPO exclusion require the Fund, among other things, to adhere to certain limits on its investments in commodity futures,commodity options and swaps, which in turn include non-deliverable currency forward contracts, as further described in the Fund'sStatement of Additional Information (SAI). Because the investment manager and the Fund intend to comply with the terms of the CPOexclusion, the Fund may, in the future, need to adjust its investment strategies, consistent with its investment goal, to limit its investmentsin these types of instruments. The Fund is not intended as a vehicle for trading in the commodityfranklintempleton.com Prospectus 13



TEMPLETON GROWTH FUND, INC.FUND DETAILSfutures, commodity options, or swaps markets. The CFTC has neither reviewed nor approved the investment manager’s reliance onthese exclusions, or the Fund, its investment strategies or this prospectus.Temporary InvestmentsWhen the investment manager believes market or economic conditions are unfavorable for investors, the investment manager may investup to 100% of the Fund's assets in a temporary defensive manner by holding all or a substantial portion of its assets in cash, cashequivalents or other high quality short-term investments. Temporary defensive investments generally may include U.S. governmentsecurities, bank time deposits denominated in the currency of any major nation, commercial paper, and repurchase agreements. Theinvestment manager may also invest in these types of securities or hold cash while looking for suitable investment opportunities or tomaintain liquidity. In these circumstances, the Fund may be unable to achieve its investment goals.Principal Risks

MarketThe market values of securities or other investments owned by the Fund will go up or down, sometimes rapidly or unpredictably. TheFund’s investments may decline in value due to factors affecting individual issuers (such as the results of supply and demand), or sectorswithin the securities markets. The value of a security or other investment also may go up or down due to general market conditions thatare not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in interest rates orexchange rates, or adverse investor sentiment generally. In addition, unexpected events and their aftermaths, such as the spread ofdiseases; natural, environmental or man-made disasters; financial, political or social disruptions; terrorism and war; and other tragediesor catastrophes, can cause investor fear and panic, which can adversely affect the economies of many companies, sectors, nations,regions and the market in general, in ways that cannot necessarily be foreseen. During a general downturn in the securities markets,multiple asset classes may decline in value. When markets perform well, there can be no assurance that securities or other investmentsheld by the Fund will participate in or otherwise benefit from the advance.The current global outbreak of the novel strain of coronavirus, COVID-19, has resulted in market closures and dislocations, extremevolatility, liquidity constraints and increased trading costs. Efforts to contain the spread of COVID-19 have resulted in global travelrestrictions and disruptions of healthcare systems, business operations and supply chains, layoffs, volatility in consumer demand forcertain products, defaults and credit ratings downgrades, and other significant economic impacts. The effects of the COVID-19 pandemichave impacted global14 Prospectus franklintempleton.com




economic activity across many industries and may heighten other pre-existing political, social and economic risks, locally or globally. Thefull impact of the COVID-19 pandemic, and other epidemics and pandemics that may arise in the future, on national and globaleconomies, individual companies and the financial markets is unpredictable, may result in a high degree of uncertainty for potentiallyextended periods of time and may adversely affect the Fund’s performance.Stock prices tend to go up and down more dramatically than those of debt securities. A slower-growth or recessionary economicenvironment could have an adverse effect on the prices of the various stocks held by the Fund.Foreign Securities (non-U.S.)Investing in foreign securities typically involves more risks than investing in U.S. securities. Certain of these risks also may apply tosecurities of U.S. companies with significant foreign operations.Currency exchange rates. Foreign securities may be issued and traded in foreign currencies. As a result, their market values in U.S.dollars may be affected by changes in exchange rates between such foreign currencies and the U.S. dollar, as well as betweencurrencies of countries other than the U.S. For example, if the value of the U.S. dollar goes up compared to a foreign currency, aninvestment traded in that foreign currency will go down in value because it will be worth fewer U.S. dollars. The Fund accrues additionalexpenses when engaging in currency exchange transactions, and valuation of the Fund's foreign securities may be subject to greater riskbecause both the currency (relative to the U.S. dollar) and the security must be considered.Currency management strategies. Currency management strategies may substantially change the Fund's exposure to currencyexchange rates and could result in losses to the Fund if currencies do not perform as the investment manager expects. In addition,currency management strategies, to the extent that they reduce the Fund's exposure to currency risks, also reduce the Fund's ability tobenefit from favorable changes in currency exchange rates. There is no assurance that the investment manager's use of currencymanagement strategies will benefit the Fund or that they will be, or can be, used at appropriate times. Furthermore, there may not beperfect correlation between the amount of exposure to a particular currency and the amount of securities in the Fund's portfoliodenominated in that currency. Investing in foreign currencies for purposes of gaining from projected changes in exchange rates, asopposed to hedging currency risks applicable to the Fund's holdings, further increases the Fund's exposure to foreign investment losses.Political and economic developments. The political, economic and social policies or structures of some foreign countries may be lessstable and more volatile than those in the United States. Investments in these countries may befranklintempleton.com Prospectus 15



TEMPLETON GROWTH FUND, INC.FUND DETAILSsubject to greater risks of internal and external conflicts, expropriation, nationalization of assets, foreign exchange controls (such assuspension of the ability to transfer currency from a given country), restrictions on removal of assets, political or social instability, militaryaction or unrest, diplomatic developments, currency devaluations, foreign ownership limitations, and substantial, punitive or confiscatorytax increases. It is possible that a government may take over the assets or operations of a company or impose restrictions on theexchange or export of currency or other assets. Some countries also may have different legal systems that may make it difficult orexpensive for the Fund to vote proxies, exercise shareholder rights, and pursue legal remedies with respect to its foreign investments.Diplomatic and political developments could affect the economies, industries, and securities and currency markets of the countries inwhich the Fund is invested. These developments include rapid and adverse political changes; social instability; regional conflicts;sanctions imposed by the United States, other nations or other governmental entities, including supranational entities; terrorism; and war.In addition, such developments could contribute to the devaluation of a country’s currency, a downgrade in the credit ratings of issuers insuch country, or a decline in the value and liquidity of securities of issuers in that country. An imposition of sanctions upon, or othergovernment actions impacting, certain issuers in a country could result in an (i) immediate freeze of that issuer’s securities, impairing theability of the Fund to buy, sell, receive or deliver those securities or (ii) other limitations on the Fund’s ability to invest or hold suchsecurities. These factors would affect the value of the Fund’s investments and are extremely difficult, if not impossible, to predict and takeinto account with respect to the Fund's investments.Trading practices. Brokerage commissions, withholding taxes, custodial fees, and other fees generally are higher in foreign markets.The policies and procedures followed by foreign stock exchanges, currency markets, trading systems and brokers may differ from thoseapplicable in the United States, with possibly negative consequences to the Fund. The procedures and rules governing foreign trading,settlement and custody (holding of the Fund's assets) also may result in losses or delays in payment, delivery or recovery of money orother property. Foreign government supervision and regulation of foreign securities and currency markets and trading systems may beless than or different from government supervision in the United States, and may increase the Fund's regulatory and compliance burdenand/or decrease the Fund's investor rights and protections.Availability of information. Foreign issuers may not be subject to the same disclosure, accounting, auditing and financial reportingstandards and practices as U.S. issuers. Thus, there may be less information publicly available about foreign issuers than about mostU.S. issuers. In addition, information provided by foreign16 Prospectus franklintempleton.com




issuers may be less timely or less reliable than information provided by U.S. issuers.Limited markets. Certain foreign securities may be less liquid (harder to sell) and their prices may be more volatile than many U.S.securities. Illiquidity tends to be greater, and valuation of the Fund's foreign securities may be more difficult, due to the infrequent tradingand/or delayed reporting of quotes and sales.Regional. Adverse conditions in a certain region or country can adversely affect securities of issuers in other countries whoseeconomies appear to be unrelated. To the extent that the Fund invests a significant portion of its assets in a specific geographic region ora particular country, the Fund will generally have more exposure to the specific regional or country economic risks. In the event ofeconomic or political turmoil or a deterioration of diplomatic relations in a region or country where a substantial portion of the Fund’sassets are invested, the Fund may experience substantial illiquidity or reduction in the value of the Fund’s investments.The risk of investments in Europe may be heightened due to the January 31, 2020 departure of the United Kingdom from the EuropeanUnion (EU) and resulting uncertainty about trade negotiations and economic effects of the departure, which may cause increased marketvolatility.Developing market countries.The Fund's investments in securities of issuers in developing market countries are subject to all of the risks of foreign investing generally,and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securitiesmarkets. Some of the additional significant risks include:· less social, political and economic stability;· a higher possibility of the devaluation of a country’s currency, a downgrade in the credit ratings of issuers in such country, or a decline in

the value and liquidity of securities of issuers in that country if the United States, other nations or other governmental entities(including supranational entities) impose sanctions on issuers that limit or restrict foreign investment, the movement of assets orother economic activity in the country due to political, military or regional conflicts or due to terrorism or war;

· smaller securities markets with low or non-existent trading volume and greater illiquidity and price volatility;· more restrictive national policies on foreign investment, including restrictions on investment in issuers or industries deemed sensitive to

national interests;· less transparent and established taxation policies;franklintempleton.com Prospectus 17



TEMPLETON GROWTH FUND, INC.FUND DETAILS· less developed regulatory or legal structures governing private and foreign investment or allowing for judicial redress for injury to private

property, such as bankruptcy;· less familiarity with a capital market structure or market-oriented economy and more widespread corruption and fraud;· less financial sophistication, creditworthiness and/or resources possessed by, and less government regulation of, the financial

institutions and issuers with which the Fund transacts;· less government supervision and regulation of business and industry practices, stock exchanges, brokers and listed companies than in

the U.S.;· greater concentration in a few industries resulting in greater vulnerability to regional and global trade conditions;· higher rates of inflation and more rapid and extreme fluctuations in inflation rates;· greater sensitivity to interest rate changes;· increased volatility in currency exchange rates and potential for currency devaluations and/or currency controls;· greater debt burdens relative to the size of the economy;· more delays in settling portfolio transactions and heightened risk of loss from share registration and custody practices; and· less assurance that when favorable economic developments occur, they will not be slowed or reversed by unanticipated economic,

political or social events in such countries.Because of the above factors, the Fund's investments in developing market countries may be subject to greater price volatility andilliquidity than investments in developed markets.Derivative InstrumentsThe performance of derivative instruments depends largely on the performance of an underlying instrument, such as a currency, security,interest rate or index, and such instruments often have risks similar to the underlying instrument, in addition to other risks. Derivativeinstruments involve costs and can create economic leverage in the Fund's portfolio, which may result in significant volatility and cause theFund to participate in losses (as well as gains) in an amount that significantly exceeds the Fund's initial investment. Other risks includeilliquidity, mispricing or improper valuation of the derivative instrument, and imperfect correlation between the value of the derivative andthe underlying instrument so that the Fund may not realize the intended benefits. Their successful use will usually depend on theinvestment manager's ability to accurately forecast movements in the market relating to the underlying instrument. Should a market ormarkets, or prices of particular classes18 Prospectus franklintempleton.com




of investments move in an unexpected manner, especially in unusual or extreme market conditions, the Fund may not realize theanticipated benefits of the transaction, and it may realize losses, which could be significant. If the investment manager is not successful inusing such derivative instruments, the Fund’s performance may be worse than if the investment manager did not use such derivativeinstruments at all. When a derivative is used for hedging, the change in value of the derivative instrument also may not correlatespecifically with the currency, security, interest rate, index or other risk being hedged. There is also the risk, especially under extrememarket conditions, that an instrument, which usually would operate as a hedge, provides no hedging benefits at all.Use of these instruments could also result in a loss if the counterparty to the transaction does not perform as promised, includingbecause of such counterparty’s bankruptcy or insolvency. This risk is heightened with respect to over-the-counter (OTC) instruments,such as certain swap agreements, and may be greater during volatile market conditions. Other risks include the inability to close out aposition because the trading market becomes illiquid (particularly in the OTC markets) or the availability of counterparties becomeslimited for a period of time. In addition, the presence of speculators in a particular market could lead to price distortions. To the extent thatthe Fund is unable to close out a position because of market illiquidity, the Fund may not be able to prevent further losses of value in itsderivatives holdings and the Fund’s liquidity may be impaired to the extent that it has a substantial portion of its otherwise liquid assetsmarked as segregated to cover its obligations under such derivative instruments. The Fund may also be required to take or make deliveryof an underlying instrument that the investment manager would otherwise have attempted to avoid. Some derivatives can be particularlysensitive to changes in interest rates or other market prices. Investors should bear in mind that, while the Fund intends to use derivativestrategies on a regular basis, it is not obligated to actively engage in these transactions, generally or in any particular kind of derivative, ifthe investment manager elects not to do so due to availability, cost or other factors.The use of derivative strategies may also have a tax impact on the Fund. The timing and character of income, gains or losses from thesestrategies could impair the ability of the investment manager to use derivatives when it wishes to do so.Equity-Linked Notes (ELNs)Investments in ELNs often have risks similar to their underlying securities, which could include management risk, market risk and, asapplicable, foreign securities and currency risks. In addition, since ELNs are in note form, ELNs are also subject to certain debt securitiesrisks, such as interest rate and credit risks. Should the prices of the underlying securities move in an unexpected manner, the Fund maynot achieve the anticipated benefits of an investment in an ELN, and may realize losses, which could be significant and could include theFund’s entire principalfranklintempleton.com Prospectus 19



TEMPLETON GROWTH FUND, INC.FUND DETAILSinvestment. An investment in an ELN is also subject to counterparty risk, which is the risk that the issuer of the ELN will default orbecome bankrupt and the Fund will have difficulty being repaid, or fail to be repaid, the principal amount of, or income from, itsinvestment. Investments in ELNs are also subject to liquidity risk, which may make ELNs difficult to sell and value. In addition, ELNs mayexhibit price behavior that does not correlate with the underlying securities or a fixed-income investment.Small and Mid Capitalization CompaniesWhile small and mid capitalization companies may offer substantial opportunities for capital growth, they also may involve additionalrisks. Historically, small and mid capitalization company securities have been more volatile in price than larger company securities,especially over the short term. Among the reasons for the greater price volatility are the less certain growth prospects of small and midcapitalization companies, the lower degree of liquidity in the markets for such securities, and the greater sensitivity of small and midcapitalization companies to changing economic conditions.In addition, small and mid capitalization companies may lack depth of management, be unable to generate funds necessary for growth ordevelopment, have limited product lines or be developing or marketing new products or services for which markets are not yetestablished and may never become established. Small and mid capitalization companies may be particularly affected by interest rateincreases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying loans,particularly those with floating interest rates.Value Style InvestingValue stock prices are considered "cheap" relative to the company's perceived value and are often out of favor with other investors. Theinvestment manager may invest in such stocks if it believes the market may have overreacted to adverse developments or failed toappreciate positive changes. However, if other investors fail to recognize the company's value (and do not become buyers, or if theybecome sellers or favor investing in faster growing companies), value stocks may not increase in value as anticipated by the investmentmanager and may even decline in value.ManagementThe Fund is actively managed and could experience losses if the investment manager's judgment about markets, interest rates or theattractiveness, relative values, liquidity, or potential appreciation of particular investments made for the Fund's portfolio prove to beincorrect. There can be no guarantee that these techniques or the investment manager's investment decisions will produce the desiredresults. Additionally, legislative, regulatory, or tax developments may affect20 Prospectus franklintempleton.com




the investment techniques available to the investment manager in connection with managing the Fund and may also adversely affect theability of the Fund to achieve its investment goal.FocusThe greater the Fund's exposure to any single type of investment – including investment in a given industry, sector, region, country,issuer, or type of security – the greater the losses the Fund may experience upon any single economic, market, business, political,regulatory, or other occurrence. As a result, there may be more fluctuation in the price of the Fund's shares.Healthcare companies The activities of healthcare companies may be funded or subsidized by federal and state governments. Ifgovernment funding and subsidies are reduced or discontinued, the profitability of these companies could be adversely affected.Healthcare companies may also be affected by government policies on healthcare reimbursements, regulatory approval for new drugsand medical products, and similar matters. They are also subject to legislative risk, i.e., the risks associated with the reform of thehealthcare system through legislation.Energy companies Companies that are involved in oil or gas exploration, production, refining or marketing, or any combination of theabove are greatly affected by the prices and supplies of raw materials such as oil or gas. The earnings and dividends of energycompanies can fluctuate significantly as a result of international economics, politics and regulation.Financial services companies Financial services companies are subject to extensive government regulation that may affect theirprofitability in many ways, including by limiting the amount and types of loans and other commitments they can make, and the interestrates and fees they can charge. A financial services company's profitability, and therefore its stock prices, is especially sensitive tointerest rate changes as well as the ability of borrowers to repay their loans. Changing regulations, continuing consolidations, anddevelopment of new products and structures all are likely to have a significant impact on financial services companies.Depositary ReceiptsDepositary receipts are subject to many of the risks of the underlying security. For some depositary receipts, the custodian or similarfinancial institution that holds the issuer's shares in a trust account is located in the issuer's home country. The Fund could be exposed tothe credit risk of the custodian or financial institution, and in cases where the issuer’s home country does not have developed financialmarkets, greater market risk. In addition, the depository institution may not have physical custody of the underlying securities at all timesand may charge fees for various services, including forwarding dividends and interest and corporate actions. The Fund would beexpected to pay a share of the additional fees, which it would notfranklintempleton.com Prospectus 21



TEMPLETON GROWTH FUND, INC.FUND DETAILSpay if investing directly in the foreign securities. The Fund may experience delays in receiving its dividend and interest payments orexercising rights as a shareholder. Depositary receipts will be issued under sponsored or unsponsored programs. In sponsoredprograms, an issuer has made arrangements to have its securities traded in the form of depositary receipts. In unsponsored programs,the issuer may not be directly involved in the creation of the program.Interest RateInterest rate changes can be sudden and unpredictable, and are influenced by a number of factors, including government policy,monetary policy, inflation expectations, perceptions of risk, and supply of and demand for bonds. Changes in government or central bankpolicy, including changes in tax policy or changes in a central bank’s implementation of specific policy goals, may have a substantialimpact on interest rates. There can be no guarantee that any particular government or central bank policy will be continued, discontinuedor changed, nor that any such policy will have the desired effect on interest rates. Debt securities generally tend to lose market valuewhen interest rates rise and increase in value when interest rates fall. A rise in interest rates also has the potential to cause investors torapidly sell fixed income securities. A substantial increase in interest rates may also have an adverse impact on the liquidity of a debtsecurity, especially those with longer maturities or durations. Securities with longer maturities or durations or lower coupons or that makelittle (or no) interest payments before maturity tend to be more sensitive to interest rate changes.LiquidityLiquidity risk exists when the markets for particular securities or types of securities or other investments are or become relatively illiquidso that the Fund is unable, or it becomes more difficult for the Fund, to sell the security or other investment at the price at which the Fundhas valued the security. Illiquidity may result from political, economic or issuer specific events; supply/demand imbalances; changes in aspecific market’s size or structure, including the number of participants; or overall market disruptions. Securities or other investments withreduced liquidity or that become illiquid may involve greater risk than securities with more liquid markets. Market prices or quotations forilliquid securities may be volatile, and there may be large spreads between bid and ask prices. Reduced liquidity may have an adverseimpact on market price and the Fund's ability to sell particular securities when necessary to meet the Fund's liquidity needs, which mayarise or increase in response to a specific economic event or because the investment manager wishes to purchase particular investmentsor believes that a higher level of liquidity would be advantageous. An investment may become illiquid if the Fund and its affiliates receivematerial non-public information about the issuer or the investment. To the extent that the Fund and its affiliates hold a significant portionof an issuer's22 Prospectus franklintempleton.com




outstanding securities, the Fund may be subject to greater liquidity risk than if the issuer's securities were more widely held.CreditThe Fund could lose money on a debt security if the issuer or borrower is unable or fails to meet its obligations, including failing to makeinterest payments and/or to repay principal when due. Changes in an issuer's financial strength, the market's perception of the issuer'sfinancial strength or an issuer's or security's credit rating, which reflects a third party's assessment of the credit risk presented by aparticular issuer or security, may affect debt securities' values. The Fund may incur substantial losses on debt securities that areinaccurately perceived to present a different amount of credit risk by the market, the investment manager or the rating agencies thansuch securities actually do.Convertible SecuritiesA convertible security is generally a debt obligation, preferred stock or other security that pays interest or dividends and may beconverted by the holder within a specified period of time into common stock. The value of convertible securities may rise and fall with themarket value of the underlying stock or, like a debt security, vary with changes in interest rates and the credit quality of the issuer. Aconvertible security tends to perform more like a stock when the underlying stock price is high relative to the conversion price (becausemore of the security's value resides in the option to convert) and more like a debt security when the underlying stock price is low relativeto the conversion price (because the option to convert is less valuable). Because its value can be influenced by many different factors, aconvertible security is not as sensitive to interest rate changes as a similar non-convertible debt security, and generally has less potentialfor gain or loss than the underlying stock.More detailed information about the Fund and its policies and risks can be found in the Fund's Statement of Additional Information (SAI).A description of the Fund's policies and procedures regarding the release of portfolio holdings information is also available in the Fund'sSAI. Portfolio holdings information can be viewed online at franklintempleton.com.Management

Templeton Global Advisors Limited (Global Advisors), Lyford Cay, Nassau, Bahamas, is the Fund's investment manager. Global Advisorsis an indirect subsidiary of Franklin Resources, Inc. Together, Global Advisors and its affiliates manage, as of November 30, 2021, over$1.54 trillion in assets, and have been in the investment management business since 1947.The Fund is managed by a team of dedicated professionals focused on investments in equity securities. The portfolio managers of theteam are as follows:franklintempleton.com Prospectus 23



TEMPLETON GROWTH FUND, INC.FUND DETAILSPeter M. Moeschter, CFA Executive Vice President, Director of Global AdvisorsMr. Moeschter has been lead portfolio manager since 2020 and a portfolio manager of the Fund since 2019. He has primary responsibilityfor the investments of the Fund. He has final authority over all aspects of the Fund's investment portfolio, including but not limited to,purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance withanticipated investment management requirements. The degree to which he may perform these functions, and the nature of thesefunctions, may change from time to time. He joined Franklin Templeton in 1997.Herbert J. Arnett, Jr. Vice President, Portfolio Manager and Research Analyst of Global AdvisorsMr. Arnett has been a portfolio manager of the Fund since 2016, providing research and advice on the purchases and sales of individualsecurities and portfolio risk assessment. He joined Franklin Templeton in 1996.Christopher James Peel, CFA Vice President, Portfolio Manager and Research Analyst of Global Advisors

Mr. Peel has been a portfolio manager of the Fund since 2016, providing research and advice on the purchases and sales of individualsecurities, and portfolio risk assessment. He joined Franklin Templeton in 2007.Warren Pustam, CFA Vice President and Portfolio Manager of Global AdvisorsMr. Pustam has been a portfolio manager of the Fund since 2019, providing research and advice on the purchases and sales of individualsecurities, and portfolio risk assessment. He joined Franklin Templeton in 2013.CFA

®and Chartered Financial Analyst

®are trademarks owned by CFA Institute.

The Fund’s SAI provides additional information about portfolio manager compensation, other accounts that they manage and theirownership of Fund shares.The Fund pays Global Advisors a fee for managing the Fund's assets. For the fiscal year ended August 31, 2021, Global Advisors agreedto reduce its fees to reflect reduced services resulting from the Fund's investment in Franklin Templeton affiliated funds (acquired funds)including a Franklin Templeton money fund. However, this fee reduction was less than 0.01% of the Fund's average net assets. Inaddition, the transfer agent has contractually agreed to cap transfer agency fees for Class R6 shares of the fund so that transfer agencyfees for that class do not exceed 0.03% until December 31, 2022. The management fees before and after such waiver for the fiscal yearended August 31, 2021 were 0.69%.24 Prospectus franklintempleton.com




A discussion regarding the basis for the board of directors approving the investment management contract of the Fund is available in theFund's annual report to shareholders for the fiscal year ended August 31.Manager of Managers StructureThe investment manager and the Fund have received an exemptive order from the SEC that allows the Fund to operate in a “manager ofmanagers” structure whereby the investment manager can appoint and replace both wholly-owned and unaffiliated sub-advisors, andenter into, amend and terminate sub-advisory agreements with such sub-advisors, each subject to board approval but without obtainingprior shareholder approval (Manager of Managers Structure). The Fund will, however, inform shareholders of the hiring of any new sub-advisor within 90 days after the hiring. The SEC exemptive order provides the Fund with greater flexibility and efficiency and alleviatesthe need for the Fund to incur the expense and delays associated with obtaining shareholder approval of such sub-advisory agreements.The use of the Manager of Managers Structure with respect to the Fund is subject to certain conditions that are set forth in the SECexemptive order. Under the Manager of Managers Structure, the investment manager has the ultimate responsibility, subject to oversightby the Fund's board of directors, to oversee sub-advisors and recommend their hiring, termination and replacement. The investmentmanager will also, subject to the review and approval of the Fund's board of directors: set the Fund's overall investment strategy;evaluate, select and recommend sub-advisors to manage all or a portion of the Fund's assets; and implement procedures reasonablydesigned to ensure that each sub-advisor complies with the Fund's investment goal, policies and restrictions. Subject to review by theFund's board of directors, the investment manager will allocate and, when appropriate, reallocate the Fund's assets among sub-advisorsand monitor and evaluate the sub-advisors’ performance.Distributions and Taxes

Income and Capital Gain DistributionsAs a regulated investment company, the Fund generally pays no federal income tax on the income and gains it distributes to you. TheFund intends to pay income dividends at least annually from its net investment income. Capital gains, if any, may be paid at leastannually. The Fund may distribute income dividends and capital gains more frequently, if necessary, in order to reduce or eliminatefederal excise or income taxes on the Fund. The amount of any distribution will vary, and there is no guarantee the Fund will pay eitherincome dividends or capital gain distributions. Your income dividends and capital gain distributions will be automatically reinvested inadditional shares at net asset value(NAV) unless you elect to receive them in cash.franklintempleton.com Prospectus 25



TEMPLETON GROWTH FUND, INC.FUND DETAILSAnnual statements. After the close of each calendar year, you will receive tax information from the Fund with respect to the federalincome tax treatment of the Fund’s distributions and any taxable sales or exchanges of Fund shares occurring during the prior calendaryear. If the Fund finds it necessary to reclassify its distributions or adjust the cost basis of any covered shares sold or exchanged afteryou receive your tax information, the Fund will send you revised tax information. Distributions declared in December to shareholders ofrecord in such month and paid in January are taxable as if they were paid in December. Additional tax information about the Fund’sdistributions is available at franklintempleton.com.Avoid "buying a dividend." At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income,undistributed capital gains, or net unrealized appreciation in the value of the portfolio securities held by the Fund. For taxable investors, asubsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in theFund just before it declares an income dividend or capital gain distribution is sometimes known as “buying a dividend.”Tax ConsiderationsIf you are a taxable investor, Fund distributions are generally taxable to you as ordinary income, capital gains or some combination ofboth. This is the case whether you reinvest your distributions in additional Fund shares or receive them in cash.Dividend income. Income dividends are generally subject to tax at ordinary rates. Income dividends reported by the Fund toshareholders as qualified dividend income may be subject to tax by individuals at reduced long-term capital gains tax rates providedcertain holding period requirements are met. A return-of-capital distribution is generally not taxable but will reduce the cost basis of yourshares, and will result in a higher capital gain or a lower capital loss when you later sell your shares.Capital gains. Fund distributions of short-term capital gains are also subject to tax at ordinary rates. Fund distributions of long-termcapital gains are taxable at the reduced long-term capital gains rates no matter how long you have owned your Fund shares. For singleindividuals with taxable income not in excess of $40,400 in 2022 ($80,800 for married individuals filing jointly), the long-term capital gainstax rate is 0%. For single individuals and joint filers with taxable income in excess of these amounts but not more than $445,850 or$501,600, respectively, the long-term capital gains tax rate is 15%. The rate is 20% for single individuals with taxable income in excess of$445,850 and married individuals filing jointly with taxable income in excess of $501,600. An additional 3.8% Medicare tax may also beimposed as discussed below.26 Prospectus franklintempleton.com




Sales of Fund shares..When you sell your shares in the Fund, or exchange them for shares of a different Franklin Templeton fund, youwill generally recognize a taxable capital gain or loss. If you have owned your Fund shares for more than one year, any net long-termcapital gains will qualify for the reduced rates of taxation on long-term capital gains. An exchange of your shares in one class of the Fundfor shares of another class of the same Fund is not taxable and no gain or loss will be reported on the transaction.Cost basis reporting. If you acquire shares in the Fund on or after January 1, 2012, generally referred to as “covered shares," and sellor exchange them after that date, the Fund is generally required to report cost basis information to you and the IRS annually. The Fundwill compute the cost basis of your covered shares using the average cost method, the Fund’s “default method,” unless you contact theFund to select a different method, or choose to specifically identify your shares at the time of each sale or exchange. If your account isheld by your financial advisor or other broker-dealer, that firm may select a different default method. In these cases, please contact thefirm to obtain information with respect to the available methods and elections for your account. Shareholders should carefully review thecost basis information provided by the Fund and make any additional basis, holding period or other adjustments that are required whenreporting these amounts on their federal and state income tax returns. Additional information about cost basis reporting is available atfranklintempleton.com/costbasis.Medicare tax. An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capitalgain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S.individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjustedgross income” (in the case of an estate or trust) exceeds a threshold amount. Any liability for this additional Medicare tax is reported on,and paid with, your federal income tax return.Backup withholding. A shareholder may be subject to backup withholding on any distributions of income capital gains or proceeds fromthe sale or exchange of Fund shares if the shareholder has provided either an incorrect tax identification number or no number at all, issubject to backup withholding by the IRS for failure to properly report payments of interest or dividends, has failed to certify that theshareholder is not subject to backup withholding, or has not certified that the shareholder is a U.S. person (including a U.S. residentalien). The backup withholding rate is currently 24%. State backup withholding may also apply.State, local and foreign taxes. Distributions of ordinary income and capital gains, and gains from the sale of your Fund shares, aregenerally subject to state and local taxes. If the Fund qualifies, it may elect to pass through to you as a foreign tax credit or deduction anyforeign taxes that it pays on its investments.franklintempleton.com Prospectus 27



TEMPLETON GROWTH FUND, INC.FUND DETAILSNon-U.S. investors. Non-U.S. investors may be subject to U.S. withholding tax at 30% or a lower treaty rate on Fund dividends ofordinary income. Non-U.S. investors may be subject to U.S. estate tax on the value of their shares. They are subject to special U.S. taxcertification requirements to avoid backup withholding, claim any exemptions from withholding and claim any treaty benefits. Exemptionsfrom U.S. withholding tax are generally provided for capital gains realized on the sale of Fund shares, capital gain dividends paid by theFund from net long-term capital gains, short-term capital gain dividends paid by the Fund from net short-term capital gains and interest-related dividends paid by the Fund from its qualified net interest income from U.S. sources. However, notwithstanding such exemptionsfrom U.S. withholding tax at source, any such dividends and distributions of income and capital gains will be subject to backupwithholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.Other reporting and withholding requirements. Payments to a shareholder that is either a foreign financial institution or a non-financialforeign entity within the meaning of the Foreign Account Tax Compliance Act (FATCA) may be subject to a 30% withholding tax onincome dividends paid by the Fund. The FATCA withholding tax generally can be avoided by such foreign entity if it provides the Fund,and in some cases, the IRS, information concerning the ownership of certain foreign financial accounts or other appropriate certificationsor documentation concerning its status under FATCA. The Fund may be required to report certain shareholder account information to theIRS, non-U.S. taxing authorities or other parties to comply with FATCA.Other tax information. This discussion of "Distributions and Taxes" is for general information only and is not tax advice. You shouldconsult your own tax advisor regarding your particular circumstances, and about any federal, state, local and foreign tax consequencesbefore making an investment in the Fund. Additional information about the tax consequences of investing in the Fund may be found in theSAI.28 Prospectus franklintempleton.com




Financial HighlightsThe Financial Highlights present the Fund's financial performance for the past five years or since its inception. Certain information reflectsfinancial results for a single Fund share. The total returns represent the rate that an investor would have earned or lost on an investmentin the Fund assuming reinvestment of dividends and capital gains. This information has been audited by PricewaterhouseCoopers LLP,an independent registered public accounting firm, whose report, along with the Fund's financial statements, are included in the annualreport, which is available upon request.franklintempleton.com Prospectus 29




Class AYear Ended August 31,

2021 2020 2019 2018 2017Per share operating performance(for a share outstanding throughout the year)Net asset value, beginning of year $21.17 $20.96 $27.08 $26.26 $22.67Income from investment operationsa:

Net investment incomeb 0.37c 0.27 0.51 0.47 0.38Net realized and unrealized gains (losses) 4.03 1.16 (3.96) 0.84 3.55

Total from investment operations 4.40 1.43 (3.45) 1.31 3.93Less distributions from:

Net investment income (0.23) (0.47) (0.45) (0.49) (0.34)Net realized gains — (0.75) (2.22) — —

Total distributions (0.23) (1.22) (2.67) (0.49) (0.34)Net asset value, end of year $25.34 $21.17 $20.96 $27.08 $26.26Total returnd 20.80% 6.53% (13.02)% 4.99% 17.49%Ratios to average net assetsExpensese 1.04% 1.06% 1.06% 1.03% 1.06%f

Net investment income 1.53%c 1.29% 2.20% 1.75% 1.55%Supplemental dataNet assets, end of year (000’s) $9,010,906 $8,191,333 $8,604,624 $10,711,345 $10,880,427Portfolio turnover rate 44.14%g 52.90% 25.30% 28.77% 29.17%a. The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations in the annual report for the period due to the timing ofsales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.b. Based on average daily shares outstanding.c. Net investment income per share includes approximately $0.26 per share related to income received in the form of special dividends and an adjustment for EU reclaims inconnection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.42%.d. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.e. Benefit of waiver and payments by affiliates rounds to less than 0.01%.f. Benefit of expense reduction rounds to less than 0.01%.g. Excludes the value of portfolio securities delivered as a result of a redemption in-kind.





Class CYear Ended August 31,




Net investment income (0.03) (0.33) — (0.28) (0.16)Net realized gains — (0.75) (2.22) — —

Total distributions (0.03) (1.08) (2.22) (0.28) (0.16)Net asset value, end of year $24.82 $20.71 $20.56 $26.31 $25.52Total returnd 19.93% 5.70% (13.68)% 4.20% 16.61%Ratios to average net assetsExpensese 1.79% 1.82% 1.81% 1.78% 1.81%f

Net investment income 0.80%c 0.54% 1.45% 1.00% 0.80%Supplemental dataNet assets, end of year (000’s) $111,870 $125,500 $152,392 $554,889 $594,594Portfolio turnover rate 44.14%g 52.90% 25.30% 28.77% 29.17%a. The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations in the annual report for the period due to the timing ofsales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.b. Based on average daily shares outstanding.c. Net investment income per share includes approximately $0.26 per share related to income received in the form of special dividends and an adjustment for EU reclaims inconnection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been (0.31)%.d. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.e. Benefit of waiver and payments by affiliates rounds to less than 0.01%.f. Benefit of expense reduction rounds to less than 0.01%.g. Excludes the value of portfolio securities delivered as a result of a redemption in-kind.franklintempleton.com Prospectus 31




Class RYear Ended August 31,





Total distributions (0.17) (1.17) (2.59) (0.42) (0.28)Net asset value, end of year $25.05 $20.93 $20.75 $26.81 $26.00Total return 20.49% 6.24% (13.21)% 4.73% 17.18%Ratios to average net assetsExpensesd 1.29% 1.31% 1.31% 1.28% 1.31%e

Net investment income 1.29%c 1.04% 1.95% 1.50% 1.30%Supplemental dataNet assets, end of year (000’s) $60,867 $56,912 $62,515 $88,560 $99,389Portfolio turnover rate 44.14%f 52.90% 25.30% 28.77% 29.17%a. The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations in the annual report for the period due to the timing ofsales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.b. Based on average daily shares outstanding.c. Net investment income per share includes approximately $0.26 per share related to income received in the form of special dividends and an adjustment for EU reclaims inconnection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.18%.d. Benefit of waiver and payments by affiliates rounds to less than 0.01%.e. Benefit of expense reduction rounds to less than 0.01%.f. Excludes the value of portfolio securities delivered as a result of a redemption in-kind.





Class R6Year Ended August 31,






Net investment income 2.56%c 1.63% 2.53% 2.08% 1.90%Supplemental dataNet assets, end of year (000’s) $349,281 $1,342,940 $1,504,941 $1,791,152 $1,843,276Portfolio turnover rate 44.14%f 52.90% 25.30% 28.77% 29.17%a. The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations in the annual report for the period due to the timing ofsales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.b. Based on average daily shares outstanding.c. Net investment income per share includes approximately $0.26 per share related to income received in the form of special dividends and an adjustment for EU reclaims inconnection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.45%.d. Benefit of waiver and payments by affiliates rounds to less than 0.01%.e. Benefit of expense reduction rounds to less than 0.01%.f. Excludes the value of portfolio securities delivered as a result of a redemption in-kind.franklintempleton.com Prospectus 33




Advisor ClassYear Ended August 31,






Net investment income 1.76%c 1.54% 2.45% 2.00% 1.80%Supplemental dataNet assets, end of year (000’s) $429,251 $377,028 $427,371 $533,358 $523,263Portfolio turnover rate 44.14%f 52.90% 25.30% 28.77% 29.17%a. The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations in the annual report for the period due to the timing ofsales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.b. Based on average daily shares outstanding.c. Net investment income per share includes approximately $0.26 per share related to income received in the form of special dividends and an adjustment for EU reclaims inconnection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.66%.d. Benefit of waiver and payments by affiliates rounds to less than 0.01%.e. Benefit of expense reduction rounds to less than 0.01%.f. Excludes the value of portfolio securities delivered as a result of a redemption in-kind.




TEMPLETON GROWTH FUND, INC.YOUR ACCOUNT

Your AccountChoosing a Share Class

Each class has its own sales charge and expense structure, allowing you to choose the class that best meets your situation. Some shareclasses may not be offered by certain financial intermediaries. Your financial intermediary or investment representative (financial advisor)can help you decide which class is best for you. Investors may purchase Class C or Class R shares only for Fund accounts on which theyhave appointed an investment representative (financial advisor) of record. Investors who have not appointed an investmentrepresentative (financial advisor) to existing Class C or Class R share Fund accounts may not make additional purchases to thoseaccounts but may exchange their shares for shares of a Franklin Templeton fund that offers Class C or Class R shares. Dividend andcapital gain distributions may continue to be reinvested in existing Class C or Class R share Fund accounts. These provisions do notapply to Employer Sponsored Retirement Plans.

Class A Class C Class R Class R6 Advisor ClassInitial salescharge of 5.50%or less

No initial salescharge

No initial salescharge

See "QualifiedInvestors -Class R6"below

See "QualifiedInvestors -Advisor Class"below

Deferred salescharge of 1% onpurchases of $1million or moresold within 18months

Deferred salescharge of 1% onshares you sellwithin 12 months

Deferred salescharge is notapplicable

Lower annualexpenses thanClass C or Rdue to lowerdistribution fees

Higher annualexpenses thanClass A due tohigher distributionfees. Automaticconversion toClass A sharesafterapproximatelyeight years,reducing futureannual expenses.

Higher annualexpenses thanClass A due tohigherdistribution fees(lower thanClass C). Noconversion toClass A shares,so annualexpenses do notdecrease.

franklintempleton.com Prospectus 35




Class A, C & RThe availability of certain sales charge waivers and discounts may depend on whether you purchase your shares directly fromthe Fund or through a financial intermediary. Different intermediaries may impose different sales charges (including potentialreductions in or waivers of sales charges) other than those listed below. Such intermediary-specific sales charge variations aredescribed in Appendix A to this prospectus, entitled "Intermediary Sales Charge Discounts and Waivers." Appendix A isincorporated herein by reference (is legally a part of this prospectus).In all instances, it is the purchaser's responsibility to notify the Fund or the purchaser's financial intermediary at the time ofpurchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers anddiscounts not available through a particular intermediary, shareholders will have to purchase Fund shares directly from theFund or through another intermediary to receive these waivers or discounts.As noted above, the availability of certain share classes and/or shareholder privileges or services described in this prospectuswill depend on the policies, procedures and trading platforms of your financial intermediary. Accordingly, you may be investedthrough your financial intermediary in a share class that has higher annual fees and expenses than other share classes offeredin this prospectus, which will have an adverse impact on your investment return. The Fund is not responsible for any additionalshare class eligibility requirements, investment minimums, exchange privileges, or other policies imposed by financialintermediaries or for notifying shareholders of any changes to them. It is the responsibility of the financial intermediary (andnot the Fund) to ensure that you obtain proper financial intermediary-specific waivers, discounts, investment minimums,minimum account balances and other special arrangements and that you are placed in the proper share class for which you areeligible through your financial intermediary. Please consult your financial adviser to consider your options, including youreligibility to qualify for the share classes and/or shareholder privileges or services described in this prospectus.Sales Charges - Class Awhen you invest this amount the sales charge makes up this % of the offering

price1which equals this % of your net investment1

Under $50,000 5.50 5.82$50,000 but under $100,000 4.50 4.71





$100,000 but under $250,000 3.50 3.63$250,000 but under $500,000 2.50 2.56$500,000 but under $1 million 2.00 2.04$1 million or more 0.00 0.001. 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 thenet 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 dollaramount 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 upwardrounding.Sales Charge ReductionsQuantity discounts. We offer two ways for you to combine your current purchase of Class A Fund shares with other existing FranklinTempleton fund share holdings that might enable you to qualify for a lower sales charge with your current purchase. You can qualify for alower sales charge when you reach certain "sales charge breakpoints." This quantity discount information is also available free of chargeat franklintempleton.com/quantity-discounts. This web page can also be reached at franklintempleton.com by clicking the "InvestmentsResources” under “Investments & Solutions" tab and then choosing "Quantity Discounts for Class A Shares."1. Cumulative quantity discount - lets you combine certain existing holdings of Franklin Templeton fund shares - referred to as"cumulative quantity discount eligible shares" - with your current purchase of Class A shares to determine if you qualify for a sales chargebreakpoint.Cumulative quantity discount eligible shares are Franklin Templeton fund shares registered to (or held by a financial intermediary for):· You, individually;· Your "family member," defined as your spouse or domestic partner, as recognized by applicable state law, and your children under the

age of 21;· You jointly with one or more family members;· You jointly with another person(s) who is (are) not family members if that other person has not included the value of the jointly-owned

shares as cumulative quantity discount eligible shares for purposes of that person’s separate investments in Franklin Templeton fundshares;

· A Coverdell Education Savings account for which you or a family member is the identified responsible person;franklintempleton.com Prospectus 37



TEMPLETON GROWTH FUND, INC.YOUR ACCOUNT· A trustee/custodian of an IRA (which includes a Roth IRA and an employer sponsored IRA such as a SIMPLE IRA) or your non-ERISA

covered 403(b) plan account, if the shares are registered/recorded under your or a family member's Social Security number;· A 529 college savings plan over which you or a family member has investment discretion and control;· Any entity over which you or a family member has (have) individual or shared authority, as principal, has investment discretion and

control (for example, an UGMA/UTMA account for a child on which you or a family member is the custodian, a trust on which you ora family member is the trustee, a business account [not to include retirement plans] for your solely owned business [or the solelyowned business of a family member] on which you or a family member is the authorized signer);

· A trust established by you or a family member as grantor.Franklin Templeton fund shares held through an administrator or trustee/custodian of an Employer Sponsored Retirement Plan (seedefinition below) such as a 401(k) plan do not qualify for a cumulative quantity discount.Franklin Templeton fund assets held in multiple Employer Sponsored Retirement Plans may be combined in order to qualify for salescharge breakpoints at the plan level if the plans are sponsored by the same employer.If you believe there are cumulative quantity discount eligible shares that can be combined with your current purchase to achieve a salescharge breakpoint (for example, shares held in a different broker-dealer’s brokerage account or with a bank or an investment advisor), itis your responsibility to specifically identify those shares to your financial advisor at the time of your purchase (including at the time of anyfuture purchase). It may be necessary for you to provide your financial advisor with information and records (including accountstatements) of all relevant accounts invested in the Franklin Templeton funds. If you have not designated a financial advisor associatedwith your Franklin Templeton fund shares, it is your responsibility to specifically identify any cumulative quantity discount eligible shares tothe Fund’s transfer agent at the time of any purchase.If there are cumulative quantity discount eligible shares that would qualify for combining with your current purchase and you do not tellyour financial advisor or the Franklin Templeton funds’ transfer agent at the time of any purchase, you may not receive the benefit of areduced sales charge that might otherwise be available since your financial advisor and the Fund generally will not have that information.The value of cumulative quantity discount eligible shares equals the current or cost value of those shares, whichever is higher. Thecurrent value of shares is determined by multiplying the number of shares as of the day prior to your current38 Prospectus franklintempleton.com




purchase by their public offering price on the day of your current purchase. The cost value of shares is determined by aggregating theamount you invested in cumulative quantity discount eligible shares (including reinvested dividends and capital gains, but excludingcapital appreciation), less any withdrawals, as of the date prior to your current purchase. It is your responsibility to retain any recordsnecessary to substantiate historical share costs because neither your current financial advisor nor the Franklin Templeton funds mayhave or maintain this information.An "Employer Sponsored Retirement Plan" is a Qualified Retirement Plan, ERISA covered 403(b) plan and certain non-qualified deferredcompensation arrangements that operate in a similar manner to a Qualified Retirement Plan, such as 457 plans and executive deferredcompensation arrangements, but not including employer sponsored IRAs. A "Qualified Retirement Plan" is an employer sponsoredpension or profit sharing plan that qualifies under section 401(a) of the Internal Revenue Code, including 401(k), money purchasepension, profit sharing and defined benefit plans.2. Letter of intent (LOI) - expresses your intent to buy a stated dollar amount of “cumulative quantity discount eligible shares” (asdefined in the “Cumulative quantity discount” section above) over a 13-month period and lets you receive the same sales charge as if allshares had been purchased at one time; however, purchases made under a right of reinvestment and appreciation of your holdings donot count as purchases made during the LOI period. During that 13-month period, additional purchases as well as reinvested dividendsand capital gains are counted toward the fulfillment of your LOI. We will reserve 5% of your total intended purchase in Class A sharesregistered in your name until you fulfill your LOI to cover any additional sales charge that may apply if you do not buy the amount statedin your LOI. It is your responsibility to tell your financial advisor when you believe you have fulfilled your LOI with sufficient cumulativequantity discount eligible shares. The value of your cumulative quantity discount eligible shares (as calculated in the “Cumulative quantitydiscount” section above) as of the day prior to your LOI start date may be counted toward fulfillment of your LOI. The cost value ofcumulative quantity discount eligible shares, however, may only be aggregated for share purchases that took place within 18 months ofthe LOI start date.If you have not designated a financial advisor associated with your Franklin Templeton fund shares, it is your responsibility to tell theFund’s transfer agent when you believe you have fulfilled your LOI with sufficient cumulative quantity discount eligible shares. Pleaserefer to the SAI for more LOI details.To sign up for these programs, complete the appropriate section of your account application.Franklin Templeton funds include all of the U.S. registered mutual funds of Franklin Templeton. They do not include the funds in theFranklin Templeton Variable Insurance Products Trust.franklintempleton.com Prospectus 39




Sales Charge WaiversClass A shares may be purchased without an initial sales charge or contingent deferred sales charge (CDSC) by certain investors. If youwould like information about available sales charge waivers, call your investment representative or call Shareholder Services at (800)632-2301.Waivers for certain investors. The following investors or investments qualify to buy Class A shares without an initial sales charge orCDSC due to anticipated economies in sales efforts and expenses, including:· Current employees of securities dealers that have executed a selling agreement with Franklin Distributors, LLC (Distributors) and their

affiliates and their family members, as allowed by the internal policies of their employer.· Assets held in accounts managed by a subsidiary of Franklin Resources, Inc.: (1) under an advisory agreement (including sub-advisory

agreements); and/or (2) as trustee of an inter vivos or testamentary trust.· Group annuity separate accounts offered to retirement plans.· German insurance companies that maintain variable annuities or unit linked life policies in Germany and that have entered into an

agreement with Distributors or Franklin Templeton Investment Services GMbH.· Banks and securities institutions investing assets held in a fiduciary, agency, advisory, custodial or similar capacity and over which they

have full and exclusive investment discretion and that have entered into an agreement with Distributors or Franklin TempletonInvestment Services GMbH. Such purchases are subject to minimum investment requirements, which are available from Distributors orFranklin Templeton Investment Services GMbH.

· Class A shares may also be purchased without an initial sales charge by shareholders who acquired Class A shares as a result of thereorganization of Templeton Capital Accumulator Fund into Templeton Growth Fund, Inc., and the subsequent termination of TempletonCapital Accumulation Plans I and II (which invested in shares of Templeton Capital Accumulator Fund); provided, however, that suchpurchases of Class A shares without an initial sales charge are limited to an amount equal to 360 payments of the monthly contractualamount under their Templeton Capital Accumulation Plan at the time of termination of their Templeton Capital Accumulation Plan, lesscontributions previously made under the Templeton Capital Accumulation Plan. The right to make additional purchases without an initialsales charge is applicable only to Templeton Growth Fund Class A shares, and is not available for purchases of any other FranklinTempleton fund.

· Purchases by a bank, trust company or thrift institution that is acting as a fiduciary exercising investment discretion.40 Prospectus franklintempleton.com




· Advisory Fee Programs. Shares acquired by an investor in connection with a comprehensive fee or other advisory fee arrangementbetween the investor and a registered broker-dealer, investment advisor, trust company, bank, or other financial intermediary (referredto as the “Sponsor”) in which the investor pays that Sponsor a fee for investment advisory services and the Sponsor or a broker-dealerthrough whom the shares are acquired has an agreement with Distributors authorizing the sale of Fund shares. No minimum initialinvestment.

· Clients of financial intermediaries who have entered into an agreement with Distributors and have been approved by Distributors to offerFund shares through a network, platform or self-directed investment brokerage account that may charge a transaction or other fee tocustomers.

· Shareholders who purchase directly from the Funds and not through any financial intermediary (i.e., Distributors is the broker of record).· Class C shareholders whose shares are converted to Class A shares after eight years under the Class C shares’ conversion feature.· Purchases by or through a Franklin Templeton donor-advised fund (such as the Franklin or Fiduciary Trust Charitable Programs).Class C shares may be purchased without limit or CDSC by the Franklin Charitable Giving Program.Retirement plans. Provided that Franklin Templeton Investor Services, LLC is notified, Class A shares at NAV are available for:· Employer Sponsored Retirement Plans (“Plans” or individually, “Plan”) that invest through a record-keeper platform or third party

retirement platform; or· Any investors who purchases shares with proceeds from an IRA for which Fiduciary Trust International of the South (FTIOS) is

custodian.Investments of $1 Million or MoreIf you invest $1 million or more, either as a lump sum or through our cumulative quantity discount or letter of intent programs, you can buyClass A shares without an initial sales charge. However, there is a 1% CDSC on any shares you sell within 18 months of purchase. Theway we calculate the CDSC is the same for each class (please see “Contingent Deferred Sales Charge (CDSC) -Class A & C”).Distribution and Service (12b-1) FeesClass A has a distribution plan, sometimes known as a Rule 12b-1 plan, that allows the Fund to pay distribution fees of up to 0.25% peryear to those who sell and distribute Class A shares and provide other services to shareholders. Because these fees are paid out ofClass A’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than payingother types of sales charges.franklintempleton.com Prospectus 41



TEMPLETON GROWTH FUND, INC.YOUR ACCOUNTWe calculate the amount of these fees over a 12-month period that may differ from the Fund's fiscal year. Therefore, the amount shownfrom 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 Rule12b-1 plan due to timing differences.

Sales Charges - Class CWith Class C shares, there is no initial sales charge.We place any investment of $1 million or more in Class A shares, since Class A's annual expenses are lower.CDSCThere is a 1% CDSC on any Class C shares you sell within 12 months of purchase. The way we calculate the CDSC is the same for eachclass (please see "Contingent Deferred Sales Charge (CDSC) – Class A & C").Distribution and Service (12b-1) FeesClass C has a distribution plan, sometimes known as a Rule 12b-1 plan, that allows the Fund to pay distribution and other fees of up to1% per year for the sale of Class C shares and for services provided to shareholders. Because these fees are paid out of Class C'sassets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying othertypes of sales charges.Automatic Conversion of Class C Shares to Class A Shares After 8-Year Holding PeriodEffective August 2, 2021, the Class C conversion feature provides that Class C shares that have been held for eight (8) years or more willautomatically convert into Class A shares and will no longer be subject to Class C shares’ Rule 12b-1 fees (but will be subject to Class Ashare's Rule 12b-1 fee, if any) (the “Conversion Feature”). Prior to August 2, 2021, the Class C Conversion Feature had a 10-yearholding period. The first 8-year conversion will occur on August 16, 2021. Thereafter, Class C shares of the Fund will convertautomatically to Class A shares of the Fund on a monthly basis in the month of, or the month following, the 8-year anniversary of theClass C shares’ purchase date. The monthly conversion date typically occurs around the middle of every month and generally falls on aFriday.Terms of the Conversion Feature.Class C shares that automatically convert to Class A shares of the Fund convert on the basis of the relative net asset values of the twoclasses. Shareholders do not pay a sales charge, including a CDSC, upon the conversion of their Class C shares to Class A sharespursuant to the Conversion Feature. The automatic conversion of the Fund’s Class C shares into Class A shares after the 8-year holdingperiod is not expected to be a taxable event for federal income tax purposes. Shareholders should consult with their tax advisor regardingthe state and local tax consequences of such conversions.42 Prospectus franklintempleton.com




To the extent that you own Class C shares and Class A1 shares of the same Fund, please note that, after the 8-year holding perioddescribed above, your Class C shares will automatically convert into the Fund’s Class A shares (not the Fund’s Class A1 shares) and willbe subject to Class A shares’ Rule 12b-1 fee. In some cases, you may be able to request the exchange of the Class A shares that youreceive after the conversion into your existing Class A1 shares account; however, not all intermediaries can accommodate such requests.Please contact your financial intermediary for more information.If you previously owned Class C shares of any Franklin Templeton Fund that were later merged or exchanged into the Fund, the time youheld such shares counts towards the 8-year period for automatic conversion to Class A shares. Class C shares of the Fund acquiredthrough automatic reinvestment of dividends or distributions convert to Class A shares of the Fund on the conversion date pro rata withthe converting Class C shares of the Fund that were not acquired through reinvestment of dividends or distributions.Class C shares held through a financial intermediary in an omnibus account automatically convert into Class A shares only if theintermediary can document that the shareholder has met the required holding period. In certain circumstances, when shares are investedthrough retirement plans, omnibus accounts, and in certain other instances, the Fund and its agents may not have transparency into howlong a shareholder has held Class C shares for purposes of determining whether such Class C shares are eligible for automaticconversion into Class A shares and the financial intermediary may not have the ability to track purchases to credit individualshareholders’ holding periods. This primarily occurs when shares are invested through certain record keepers for group retirement plans,where the intermediary cannot track share aging at the participant level. In these circumstances, the Fund cannot automatically convertClass C shares into Class A shares as described above. In order to determine eligibility for conversion in these circumstances, it is theresponsibility of the shareholder or their financial intermediary to notify the Fund that the shareholder is eligible for the conversion ofClass C shares to Class A shares, and the shareholder or their financial intermediary may be required to maintain and provide the Fundwith records that substantiate the holding period of Class C (and, if applicable, Class C1) shares. In these circumstances, it is thefinancial intermediary’s (and not the Fund’s) responsibility to keep records and to ensure that the shareholder is credited with the properholding period. Please consult with your financial intermediary about your shares’ eligibility for this conversion feature.New accounts or plans may not be eligible to purchase Class C shares of the Fund if it is determined that the intermediary cannot trackshareholder holding periods to determine whether a shareholder’s Class C shares are eligible for conversion to Class A shares. Accountsor plans (and their successor, related and affiliatedfranklintempleton.com Prospectus 43



TEMPLETON GROWTH FUND, INC.YOUR ACCOUNTplans) that have Class C shares of the Fund available to participants on or before October 5, 2018, may continue to open accounts fornew participants in that share class and purchase additional shares in existing participant accounts. The Fund has no responsibility foroverseeing, monitoring or implementing a financial intermediary’s process for determining whether a shareholder meets the requiredholding period for conversion.A financial intermediary may sponsor and/or control accounts, programs or platforms that impose a different conversion schedule ordifferent eligibility requirements for the conversion of Class C shares into Class A shares. In these cases, Class C shareholders mayconvert to Class A shares under the policies of the financial intermediary and the conversion may be structured as an exchange of ClassC shares for Class A shares of the Fund. Financial intermediaries will be responsible for making such exchanges in those circumstances.Please consult with your financial intermediary if you have any questions regarding your shares’ conversion from Class C shares to ClassA shares.

Sales Charges - Class RWith Class R shares, there is no initial sales charge.

Retirement PlansClass R shares are available to the following investors:· Employer Sponsored Retirement Plans· Health Reimbursement Accounts and Health Savings Accounts, either as a direct investment or as a separate or managed account.· IRAs on financial intermediary platforms approved by Distributors· Non-ERISA 403(b) plans when purchasing direct from the Fund or platforms approved by Distributors· Certain other retirement accounts held through financial intermediaries that have been approved by Distributors.

Distribution and Service (12b-1) FeesClass R has a distribution plan, sometimes known as a Rule 12b-1 plan, that allows the Fund to pay distribution and other fees of up to0.50% per year for the sale of Class R shares and for services provided to shareholders. Because these fees are paid out of Class R'sassets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying othertypes of sales charges.44 Prospectus franklintempleton.com




Contingent Deferred Sales Charge (CDSC) - Class A & CThe CDSC for each class is based on the current value of the shares being sold or their net asset value when purchased, whichever isless. There is no CDSC on shares you acquire by reinvesting your dividends or capital gain distributions.To keep your CDSC as low as possible, each time you place a request to sell shares we will first sell any shares in your account that arenot subject to a CDSC. If there are not enough of these to meet your request, we will sell the shares in the order they were purchased.We will use this same method if you exchange your shares into another Franklin Templeton fund (please see “Exchanging Shares”).The holding period for the CDSC begins on the day you buy your shares. Your shares will age one month on that same date the nextmonth and each following month. For example, if you buy shares on the 18th of the month, they will age one month on the 18th day of thenext month and each following month.Reinstatement PrivilegeIf you sell any class of shares of a Franklin Templeton fund, you may reinvest all or a portion of the proceeds from that sale within 90days within the same share class (or share class equivalent if the share class you redeemed from is closed to new investors) without aninitial sales charge. If at the time of investment your shares are registered directly with the Fund’s transfer agent: Class C or Class Rshares will be reinvested in Class A shares if the account does not have an investment representative of record. Proceeds from theearlier sale of Class Z shares from another fund may also be reinvested in Class A shares.This reinstatement privilege does not apply to: (i) a purchase of Fund shares made through a regularly scheduled automatic investmentplan such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or (ii) a purchase of Fund shareswith proceeds from the sale of Franklin Templeton fund shares that were held indirectly through a non-Franklin Templeton individual oremployer sponsored IRA.In order to take advantage of this reinstatement privilege, you must inform your investment representative or the Fund's transfer agent ofthis privilege at the time of your investment.Generally, if you paid a CDSC when you sold your Class A or Class C shares, Distributors will credit back to you the CDSC paid on theamount you are reinvesting within 90 days of the sale by adding it to the amount of your reinvestment. For Class A shares reinvested witha CDSC credit, a new CDSC will apply and the CDSC holding period will begin again. For Class C shares reinvested with a CDSC creditin Class A shares, you will not receive a CDSC credit in the new Class A shares and your reinvestment will not be subject to anyotherwise applicable CDSC.franklintempleton.com Prospectus 45




Qualified Investors - Class R6Class R6 shares are available to the following investors:· Employer Sponsored Retirement Plans where plan level or omnibus accounts are held on the books of Franklin Templeton Investor

Services.· Endowments; foundations; local, city and state governmental institutions; corporations; non-profit organizations that are organized as

corporations; and insurance companies, (collectively “institutional investors”) when purchasing directly from a Fund. The minimuminitial investment for institutional investors is $1,000,000 per Fund.

· Unaffiliated U.S. registered mutual funds, including those that operate as "fund of funds."· Other Franklin Templeton funds and funds for which Franklin Templeton investment managers provide advisory or subadvisory services.· Intermediaries that execute an addendum to their selling agreement acknowledging that they are acting exclusively as agents of their

clients in transacting in Class R6 shares.· Advisory Fee Programs. A registered broker-dealer, investment advisor, trust company, bank, or other financial intermediary (referred to

as a “Sponsor”) that has an agreement with Distributors authorizing the sale of Fund shares and that acquires shares of the Fund forits clients in connection with a comprehensive fee or other advisory fee arrangement for which the client pays the Sponsor a fee forinvestment advisory services. No minimum initial investment.

· Health Savings Accounts (HSAs) within plan level or omnibus accounts that are held on the books of Franklin Templeton InvestorServices.

Qualified Investors - Advisor ClassThe following investors or investments qualify to buy Advisor Class shares of the Fund:· Advisory Fee Programs. Shares acquired by an investor in connection with a comprehensive fee or other advisory fee arrangement

between the investor and a registered broker-dealer, investment advisor, trust company, bank, or other financial intermediary(referred to as the “Sponsor”) in which the investor pays that Sponsor a fee for investment advisory services and the Sponsor or abroker-dealer through whom the shares are acquired has an agreement with Distributors authorizing the sale of Fund shares. Nominimum initial investment.





· Governments, municipalities, and tax-exempt entities that meet the requirements for qualification under section 501 of the InternalRevenue Code when purchasing direct from the Fund.

· Current employees of securities dealers that have executed a selling agreement with Distributors and their affiliates and their familymembers, as allowed by the internal policies of their employer.

· Current and former officers, trustees, directors, and full-time employees (and, in each case, their family members) of Franklin Templetonor Franklin Templeton funds (including any foundation, trust or benefit plan maintained, owned, controlled, or established by or forany such person), consistent with our then-current policies. Minimum initial investment: $1,000 ($25 for accounts with an automaticinvestment plan).

· Assets held in accounts managed by a subsidiary of Franklin Resources, Inc.: (1) under an advisory agreement (including sub-advisoryagreements); and/or (2) as trustee of an inter vivos or testamentary trust.

· Employer Sponsored Retirement Plans (“Plans” or individually, “Plan”) that invest through a record-keeper or third party retirementplatform.

· Plans with aggregate plan assets of $1 million or more invested directly with Franklin Templeton funds.· Purchases by a bank, trust company or thrift institution that is acting as a fiduciary exercising investment discretion.· Any trust or plan established as part of a qualified tuition program under Section 529 of the Internal Revenue Code.· An individual or entity associated with a current customer of Franklin Templeton Institutional, LLC (FTI, LLC) if approved by FTI, LLC in

consultation with its customers.· Unaffiliated U.S. registered mutual funds, including those that operate as "fund of funds."· Assets held in accounts under the recommendation of an investment consultant provided that (1) assets are held with a firm unaffiliated

with the investment consultant’s firm; (2) the investment consultant is under a retainer or other similar fee arrangement with itsclients; (3) the client is not an individual; and (4) a subsidiary of Franklin Resources, Inc. approves the investment.

· Clients of financial intermediaries who have entered into an agreement with Distributors and have been approved by Distributors to offerFund shares through a network, platform, or self-directed investment brokerage account





that may charge a transaction or other fee to customers. Minimum initial investment $100,000, unless otherwise waived byDistributors.

· Purchases by or through a Franklin Templeton donor-advised fund.Waivers for Exchanges between Classes of the Same FundFinancial Intermediary Exchanges between Classes of the Same Fund. Exchanges between Classes of the same Fund as describedbelow generally will be tax-free for federal income tax purposes. You should also consult with your tax advisor regarding the state andlocal tax consequences of such an exchange of Fund shares. These exchange privileges are subject to termination and may be amendedfrom time to time.Advisory Programs Eligible for Advisor Class or Class Z shares. Class A and Class C shares purchased by accounts participating incertain programs sponsored by and/or controlled by financial intermediaries (“Advisory Programs”) may be exchanged by the financialintermediary on behalf of the shareholder for Advisor Class shares of the same Fund under certain circumstances, including suchAdvisory Program’s eligibility to purchase Advisor Class shares of the Fund. If a shareholder that holds Advisor Class shares of a Fundno longer participates in an Advisory Program, the Advisor Class shares held by the shareholder may be exchanged by the financialintermediary on behalf of the shareholder for Class A shares of the same Fund under certain circumstances. In this case, the shareholderwould be subject to ongoing Rule 12b-1 fees to which it was not previously subject. All such exchanges are initiated by the financialintermediary and not the Fund and the Fund does not have information or oversight with respect to such exchanges. Such exchanges willbe on the basis of each Class’ NAV per share, without the imposition of any sales charge, fee or other charge. Unless otherwisepermitted, any CDSC owed must be paid on Class A and C shares that you wish to exchange.Financial Intermediary Exchanges from Class C Shares to Class A Shares. Class C shares purchased through financialintermediaries may be exchanged by the financial intermediary on behalf of the shareholder for Class A shares of the same Fund undercertain circumstances. Such exchange will be on the basis of each Class’ NAV per share, without the imposition of any sales charge, feeor other charge.48 Prospectus franklintempleton.com




Buying SharesMinimum Investments - Class A, C & R

InitialRegular accounts, UGMA/UTMA accounts, current and former full-timeemployees, officers, trustees and directors of Franklin Templeton entities, andtheir family members $ 1,000Automatic investment plans $ 25Employer Sponsored Retirement Plans, SIMPLE-IRAs, SEP-IRAs, SARSEPsor 403(b) plan accounts no minimumIRAs, IRA rollovers, Coverdell Education Savings Plans or Roth IRAs $ 250Broker-dealer sponsored wrap account programs no minimumA financial intermediary may impose different investment minimums than those set forth above. The Fund is not responsible for anyinvestment minimums imposed by financial intermediaries or for notifying shareholders of any changes to them. See Appendix A for moreinformation on certain intermediary-specific investment minimums. Please consult with your financial intermediary if you have anyquestions regarding its policies.Please note that you may only buy shares (including the purchase side of an exchange) of a fund eligible for sale in your state orjurisdiction. The Fund and other Franklin Templeton funds are intended for sale to residents of the United States, and, with very limitedexceptions, are not registered or otherwise offered for sale in other jurisdictions.In particular, the Fund is not registered in any provincial or territorial jurisdiction in Canada, and shares of the Fund have not beenqualified for sale in any Canadian jurisdiction. The shares offered by this prospectus may not be directly or indirectly offered or sold in anyprovincial or territorial jurisdiction in Canada or to or for the benefit of residents thereof. Prospective investors may be required to declarethat they are not Canadian residents and are not acquiring shares on behalf of any Canadian residents. Similarly, the Fund is notregistered, and shares of the Fund have not been qualified for distribution, in any member country of the European Union (EU) orEuropean Economic Area (EEA), and may not be directly or indirectly offered or distributed in any such country. If an investor becomes aCanadian, EU or EEA resident after purchasing shares of the Fund, the investor will not be able to purchase any additional shares of theFund (other than reinvestment of dividends and capital gains) or exchange shares of the Fund for other U.S. registered FranklinTempleton funds.franklintempleton.com Prospectus 49




Account ApplicationIf you are opening a new account, please complete and sign the enclosed account application. Make sure you indicate the share classyou have chosen. If you do not indicate a class, we will place your purchase in Class A shares. To save time, you can sign up now forservices you may want on your account by completing the appropriate sections of the application (see "Investor Services"). For example,if you would like to link one of your bank accounts to your Fund account so that you may use electronic funds transfer to and from yourbank account to buy and sell shares, please complete the bank information section of the application. We will keep your bank informationon file for future purchases and redemptions. We do not accept cash, credit card convenience checks, pre-paid debit cards, non-bankmoney orders, travelers checks or checks drawn on foreign banks as forms of payment to purchase shares.

Franklin Templeton Investor ServicesP.O. Box 33030St. Petersburg, FL 33733-8030Call toll-free: (800) 632-2301or visit us online 24 hours a day,7 days a week, at franklintempleton.com

Buying Shares

Through your investment representativeBy Phone/Online(800) 632‑2301franklintempleton.comNote: certain account types are not available for online account access.

By MailBy Wire(800) 632‑2301or (650) 312‑2000 collect

By Exchangefranklintempleton.com





Opening an account Adding to an accountContact your investment representative Contact your investment representative

If you have another Franklin Templeton fund account with your bankaccount information on file, you may open a new identically registeredaccount by phone. To make a same day investment, your phone order mustbe received and accepted by us prior to 1 p.m. Pacific time or the regularlyscheduled close of the New York Stock Exchange, whichever is earlier. Youmay open certain new accounts online at franklintempleton.com.

Before requesting a telephone or online purchase into an existing account,please make sure we have your bank account information on file. If we donot have this information, you will need to send written instructions withyour bank’s name and address and a voided check or savings accountdeposit slip. All bank and Fund account owners must sign the request. If thebank and Fund accounts do not have at least one common owner, eachindividual must also have his or her signature notarized.To make a same day investment, your phone or online order must bereceived and accepted by us prior to 1 p.m. Pacific time or the regularlyscheduled close of the New York Stock Exchange, whichever is earlier.

Make your check payable to the Fund.Mail the check and your signed application to Investor Services.

Make your check payable to the Fund. Include your account number on thecheck.Fill out the deposit slip from your account statement . If you do not have aslip, include a note with your name, the Fund name, and your accountnumber.Mail the check and deposit slip or note to Investor Services.

Call to receive a wire control number and wire instructions.Wire the funds and mail your signed application to Investor Services.Please include the wire control number or your new account number on theapplication.To make a same day wire investment, the wired funds must be receivedand accepted by us prior to 1 p.m. Pacific time or the regularly scheduledclose of the New York Stock Exchange, whichever is earlier.

Call to receive a wire control number and wire instructions.To make a same day wire investment, the wired funds must be receivedand accepted by us prior to 1 p.m. Pacific time or the regularly scheduledclose of the New York Stock Exchange, whichever is earlier.

Call Shareholder Services at (800) 632‑2301, or send signed writteninstructions. You also may place an online exchange order.(Please see “Exchanging Shares” for more information on exchanges.)

Call Shareholder Services at (800) 632‑2301, or send signed writteninstructions. You also may place an online exchange order.(Please see “Exchanging Shares” for more information on exchanges.)





Investor ServicesAutomatic Investment PlanThis plan offers a convenient way for you to invest in the Fund by automatically transferring money from your checking or savingsaccount each month to buy shares. To sign up, visit us online at franklintempleton.com or complete the appropriate section of youraccount application and send it to Investor Services. If you are opening a new account, please include your minimum initial investmentwith your application.Automated Telephone SystemOur automated system offers around-the-clock access to information about your account or any Franklin Templeton fund. This service isavailable by dialing any of the following numbers from a touch-tone phone:Shareholder Services (800) 632-2301Advisor Services (800) 524-4040Retirement Services (800) 527-2020Distribution OptionsYou may reinvest distributions you receive from the Fund in an existing account in the same share class* of the Fund or another FranklinTempleton fund. Initial sales charges and CDSCs will not apply to reinvested distributions. You also can have your distributions depositedin a bank account, or mailed by check. Deposits to a bank account may be made by electronic funds transfer.* Class C shareholders may reinvest their distributions in Class A shares of any Franklin Templeton money fund. Advisor Class shareholders may reinvest in Advisor Class orClass A shares of another Franklin Templeton fund. To reinvest your distributions in Advisor Class shares of another Franklin Templeton fund, you must be a current shareholderin Advisor Class or otherwise qualify to buy that fund's Advisor Class shares.If you received a distribution and chose to return it to purchase additional shares in Class A shares of another Franklin Templeton fund,you will not be charged an initial sales charge if you invest the distribution within 90 days of the distribution date.Please indicate on your application the distribution option you have chosen, otherwise we will reinvest your distributions in the sameshare class of the Fund.Retirement PlansFranklin Templeton offers a variety of retirement plans for individuals and businesses. These plans require separate applications, mayrequire special forms for redemptions, and their policies and procedures may be different than those described in this prospectus. Formore information, including a free retirement plan brochure or application, please call Retirement Services at (800) 527-2020.52 Prospectus franklintempleton.com




Telephone/Online PrivilegesYou will automatically receive telephone/online privileges when you open your account, allowing you to obtain or view your accountinformation, and conduct a number of transactions by phone or online, including: buy, sell, or exchange shares of most funds; useelectronic funds transfer to buy or sell shares of most funds; change your address; and add or change account services (includingdistribution options, systematic withdrawal plans and automatic investment plans).To view your account information or request online transactions, you will first need to register for these services at the shareholdersection of our website at franklintempleton.com. You will be asked to accept the terms of an online agreement(s) and establish apassword for online services. If you are registered for online services, you may enroll online in Franklin Templeton’s electronic deliveryprogram for your shareholder documents. This will allow you to receive electronic delivery (through our website) of most FranklinTempleton funds’ prospectuses, proxy statements and other documents, as well as your account(s) statements and trade confirmations,and discontinue receiving your paper copies through the U.S. mail. Using our shareholder website means you are consenting to sendingand receiving personal financial information over the Internet, so you should be sure you are comfortable with the risks.As long as we follow reasonable security procedures and act on instructions we reasonably believe are genuine, we will not beresponsible for any losses that may occur from unauthorized requests. We will request passwords or other information, and also mayrecord calls. We have the right (but have no obligation) to refuse a telephone request if the caller is unable to provide the requestedinformation or if we reasonably believe the caller is not an individual authorized to act on the account. To help safeguard your account,keep your password confidential, and verify the accuracy of your confirmation statements immediately after you receive them. Contact usimmediately if you believe someone has obtained unauthorized access to your account or password. For transactions done over theInternet, we recommend the use of an Internet browser with 128-bit encryption. Certain methods of contacting us (such as by phone or byInternet) may be unavailable or delayed during periods of unusual market activity. Of course, you can choose not to register for onlineprivileges. Additionally, if you don’t want telephone privileges, or want to discontinue telephone/online privileges at any time pleasecontact us for instructions. You may reinstate these privileges at any time in writing, including online registration with respect to onlineprivileges.Note: Digital communication channels are not necessarily secure. If you do choose to send confidential or sensitive information to us viadigital communication channels (e.g. email, chat, text messaging, fax), you are accepting the associated risks related to potential lack ofsecurity, such as the possibility that yourfranklintempleton.com Prospectus 53



TEMPLETON GROWTH FUND, INC.YOUR ACCOUNTconfidential or sensitive information may be intercepted/accessed by a third party and subsequently used or sold.Systematic Withdrawal PlanThis plan allows you to automatically sell your shares and receive regular payments from your account. A CDSC may apply towithdrawals that exceed certain amounts. Certain terms and minimums apply. To sign up, visit us online at franklintempleton.com orcontact us for instructions.

Franklin Templeton VIP Services®

You may be eligible for Franklin Templeton VIP Services®

if you currently have $500,000 or more invested in Franklin Templeton fundsbased solely on shares registered directly with the Franklin Templeton funds' transfer agent and excluding shares held indirectly throughbrokerage accounts. Franklin Templeton VIP Services® shareholders enjoy enhanced service and transaction capabilities. Please contactShareholder Services at (800) 632-2301 for additional information on this program.54 Prospectus franklintempleton.com




Selling SharesYou can sell your shares at any time. To make a same day redemption, the redemption request must be received and accepted by usprior to 1 p.m. Pacific time or the regularly scheduled close of the New York Stock Exchange, whichever is earlier. Please keep in mindthat a contingent deferred sales charge (CDSC) may applySelling Shares in WritingGenerally, requests to sell $100,000 or less can be made over the phone, online, or with a simple letter. Sometimes, however, to protectyou and the Fund we will need written instructions signed by all registered owners, with a signature guarantee for each owner, if:· you are selling more than $100,000 worth of shares· you want your proceeds paid to someone who is not a registered owner· you want to send your proceeds somewhere other than the address of record, or preauthorized bank or brokerage firm accountWe also may require a signature guarantee when: we receive instructions from an agent, not the registered owners; you want to sendyour proceeds to a bank account that was added or changed on your account without a signature guarantee within the last 15 days; youwant to send proceeds to your address that was changed without a signature guarantee within the last 15 days; or we believe it wouldprotect the Fund against potential claims based on the instructions received.The amount may be higher for members of Franklin Templeton VIP Services®. Please see “Franklin Templeton VIP Services®” above formore information regarding eligibility.A signature guarantee helps protect your account against fraud. You can obtain a signature guarantee at most banks and securitiesdealers.A notary public CANNOT provide a signature guarantee.Selling Recently Purchased SharesIf you sell shares recently purchased, we may delay sending you the proceeds until your check, draft or wire/electronic funds transfer hascleared, which may take seven business days.Redemption ProceedsYour redemption check will be sent within seven days after we receive your request in proper form. We are not able to receive or pay outcash in the form of currency.franklintempleton.com Prospectus 55




Retirement PlansYou may need to complete additional forms to sell shares in a FTIOS retirement plan. For participants under the age of 59½, tax penaltiesmay apply. Call Retirement Services at (800) 527-2020 for details.56 Prospectus franklintempleton.com




Selling Shares

To sell some or all of your sharesThrough your investment representativeContact your investment representativeBy MailSend written instructions and endorsed share certificates (if you hold sharecertificates) to Investor Services. Corporate, partnership or trust accountsmay need to send additional documents.Specify the Fund, the account number and the dollar value or number ofshares you wish to sell. Be sure to include all necessary signatures and anyadditional documents, as well as signature guarantees if required.A check will be mailed to the name(s) and address on the account, orotherwise according to your written instructions.By Phone/Online(800) 632-2301franklintempleton.comAs long as your transaction is for $100,000 or less and you do not holdshare certificates, you can sell your shares by phone or online. The amountmay be higher for members of Franklin Templeton VIP Services®. Pleasesee “Franklin Templeton VIP Services®” above for more informationregarding eligibility.A check will be mailed to the name(s) and address on the account, or a pre-authorized secondary address. Written instructions, with a signatureguarantee, are required to send the check to another address or to make itpayable to another person.If you have changed your address within the last 15 days without asignature guarantee, requests to sell your shares and mail the check to thename(s) and address on the account must be in writing and we may requirea signature guarantee. Requests to sell your shares and send the proceedsto a pre-authorized secondary address may be requested by phone oronline.

By Electronic Funds Transfer (ACH)You can call, write, or visit us online to have redemption proceeds sent to abank account. See the policies at left for selling shares by mail, phone, oronline.Before requesting to have redemption proceeds sent to a bank account,please make sure we have your bank account information on file. If we donot have this information, you will need to send written instructions with yourbank’s name and a voided check or savings account deposit slip. All bankand Fund account owners must sign the request. If the bank and Fundaccounts do not have at least one common owner, each individual must alsohave his or her signature notarized.If the bank account was added or changed without a signature guaranteewithin the last 15 days, you may be required to provide written instructionssigned by all Fund account owners, with a signature guarantee for eachFund account owner.If we receive your request in proper form prior to 1 p.m. Pacific time, or theregularly scheduled close of the New York Stock Exchange, whichever isearlier, proceeds sent by ACH generally will be available within two to threebusiness days.By ExchangeObtain a current prospectus for the fund you are considering. Prospectusesare available online at franklintempleton.com.Call Shareholder Services at the number below or send signed writteninstructions. You also may place an exchange order online. See the policiesat left for selling shares by mail, phone, or online.If you hold share certificates, you will need to return them to the Fund beforeyour exchange can be processed.

Franklin Templeton Investor ServicesP.O. Box 33030St. Petersburg, FL 33733-8030Call toll-free: (800) 632-2301or visit us online 24 hours a day,7 days a week, at franklintempleton.comfranklintempleton.com Prospectus 57




Exchanging SharesExchange PrivilegeClass A, C & RYou can exchange shares between most Franklin Templeton funds within the same class,* generally without paying any additional salescharges. If you exchange shares from a money fund and those shares were not charged a sales charge previously, however, a salescharge may apply.* Class Z shareholders of Franklin Mutual Series Funds may exchange into Class A without any sales charge. Advisor Class shareholders of another Franklin Templeton fundalso may exchange into Class A without any sales charge. If you exchange into Class A shares and you later decide you would like to exchange into a fund that offers anAdvisor Class or Class Z, you may exchange your Class A shares for Advisor Class or Class Z shares if you are a current shareholder in Advisor Class or Class Z or youotherwise qualify to buy the fund's Advisor Class or Class Z shares.Any CDSC will continue to be calculated from the date of your initial investment and will not be charged at the time of the exchange. Thepurchase price for determining a CDSC on exchanged shares will be the price you paid for the original shares.Exchange Effects on Class C Conversion FeatureEffective October 5, 2018, if you exchange your Class C shares for the same class of shares of another Franklin Templeton fund, the timeyour shares are held in the initial Fund will count towards the 8-year period for automatic conversion to Class A shares.Class R6You can exchange your Class R6 shares for Class R6 shares of other Franklin Templeton funds. You also may exchange your Class R6shares for Advisor Class shares of a fund that does not currently offer Class R6 shares.Advisor ClassYou can exchange your Advisor Class shares for Advisor Class shares of other Franklin Templeton funds. You also may exchange yourAdvisor Class shares for Class A shares of a fund that does not currently offer an Advisor Class (without any sales charge)* or for ClassZ shares of Franklin Mutual Series Funds.* If you exchange into Class A shares and you later decide you would like to exchange into a fund that offers an Advisor Class, you may exchange your Class A shares forAdvisor Class shares if you are a current shareholder in Advisor Class or you otherwise qualify to buy the fund's Advisor Class shares.All ClassesThe remainder of the “Exchanging Shares” section applies to all classes.Generally exchanges may only be made between identically registered accounts, unless you send written instructions with a signatureguarantee.An exchange is really two transactions: a sale of one fund and the purchase of another. In general, the same policies that apply topurchases and sales also apply to exchanges, including minimum investment amounts (except exchanges of an58 Prospectus franklintempleton.com




entire account balance). Exchanges also generally have the same tax consequences as ordinary sales and purchases.Rejected exchanges. If the Fund rejects an exchange request involving the sale of Fund shares, the rejected exchange request will alsomean rejection of the request to purchase shares of another fund with the proceeds of the sale. Of course, you may generally redeemshares of the Fund at any time.Exchanges through financial intermediaries. If you are investing indirectly in the Fund through a financial intermediary such as abroker-dealer, a bank, an insurance company separate account, an investment advisor, an administrator or trustee of an IRS-recognizedtax-deferred savings plan such as a 401(k) retirement plan and a 529 college savings plan that maintains a master account (an OmnibusAccount) with the Fund for trading on behalf of its customers, different exchange and/or transfer limit guidelines and restrictions mayapply. The financial intermediary through whom you are investing may choose to adopt different trading restrictions designed todiscourage short-term or excessive trading. Consult with your financial intermediary (or in the case of a 401(k) retirement plan, your plansponsor) to determine what trading restrictions, including exchange/transfer limitations, may be applicable to you.Fund exchange privilege changes/waiver. The Fund may terminate or modify (temporarily or permanently) this exchange privilege inthe future. You will receive at least 60 days' notice of any material changes, unless otherwise provided by law.Other funds' exchange privileges. If there is a conflict between the exchange privileges of two funds involved in an exchangetransaction, the stricter policy will apply to the transaction. Other Franklin Templeton funds may have different exchange restrictions.Check each fund's prospectus for details.Exchange of shares into shares of the same Fund. The exchange of shares of one class into another class of the same Fund is nottaxable for federal income tax purposes. However, shareholders should consult their tax advisors regarding the state and local taxconsequences of a conversion or exchange of shares.Frequent Trading PolicyThe Fund's board of directors has adopted the following policies and procedures with respect to frequent trading in Fund shares(Frequent Trading Policy).The Fund does not intend to accommodate short-term or frequent purchases and redemptions of Fund shares that may be detrimental tothe Fund. For example, this type of trading activity could interfere with the efficient management of the Fund's portfolio or materiallyincrease the Fund's transaction costs, administrative costs or taxes.In addition, since the Fund may invest in foreign securities, it may be vulnerable to a form of short-term trading that is sometimes referredto as “time-zone arbitrage.”franklintempleton.com Prospectus 59



TEMPLETON GROWTH FUND, INC.YOUR ACCOUNTTime-zone arbitrage occurs when an investor seeks to take advantage of delays between changes in the value of a mutual fund’sportfolio holdings and the reflection of those changes in the Fund’s net asset value per share. These delays are more likely to occur in thecase of foreign investments, due to differences between the times during which the Fund’s international portfolio securities trade onforeign markets and the time as of which the Fund’s NAV is calculated (generally as of the close of the NYSE - please see “AccountPolicies - Calculating Share Price”). Time-zone arbitrage traders seek to purchase or redeem shares of a fund based on events occurringafter foreign market closing prices are established, but before calculation of the fund’s NAV. This can result in the value of the Fund’sshares being diluted. One of the objectives of the Fund’s fair value pricing procedures is to minimize the possibility of this type ofarbitrage (please see "Account Policies - Security Valuation - Foreign Securities - Potential Impact of Time Zones and Market Holidays");however, there can be no assurance that the Fund’s valuation procedures will be successful in eliminating it.Since the Fund may invest in securities that are, or may be, restricted, unlisted, traded infrequently, thinly traded, or relatively illiquid("relatively illiquid securities"), it may be particularly vulnerable to arbitrage short-term trading. Such arbitrage traders may seek to takeadvantage of a possible differential between the last available market prices for one or more of those relatively illiquid securities that areused to calculate the Fund’s NAV and the latest indications of market values for those securities. One of the objectives of the Fund’s fairvalue pricing procedures is to minimize the possibilities of this type of arbitrage (please see "Account Policies - Fair Valuation - IndividualSecurities"); however, there can be no assurance that the Fund’s valuation procedures will be successful in eliminating it.Through its transfer agent, the Fund performs ongoing monitoring of shareholder trading in shares of the Fund and other FranklinTempleton funds in order to try and identify shareholder trading patterns that suggest an ongoing short-term trading strategy. Ifshareholder trading patterns identified by the transfer agent through monitoring or from other information regarding the shareholder’strading activity in non-Franklin Templeton funds leads the transfer agent to reasonably conclude that such trading may be detrimental tothe Fund as described in this Frequent Trading Policy, the transfer agent, on behalf of the Fund, may temporarily or permanently barfuture purchases into the Fund or, alternatively, may limit the amount, number or frequency of any future purchases and/or the method bywhich you may request future purchases and redemptions (including purchases and/or redemptions by an exchange or transfer betweenthe Fund and any other mutual fund).In considering an investor’s trading patterns, the Fund may consider, among other factors, the investor’s trading history both directly and,if known, through financial intermediaries, in the Fund, in other Franklin Templeton funds, in non-Franklin Templeton mutual funds, or inaccounts under common control or ownership (see,60 Prospectus franklintempleton.com




for example, “Buying and Selling Shares - Investment by asset allocators and large shareholders” in the SAI). The transfer agent mayalso reject any purchase request, whether or not it represents part of any ongoing trading pattern, if the Fund's investment manager ortransfer agent reasonably concludes that the amount of the requested transaction may disrupt or otherwise interfere with the efficientmanagement of the Fund’s portfolio. In determining what actions should be taken, the Fund's transfer agent may consider a variety offactors, including the potential impact of such remedial actions on the Fund and its shareholders. If the Fund is a "fund of funds," theFund's transfer agent may consider the impact of the trading activity and of any proposed remedial action on both the Fund and theaffiliated underlying funds in which the Fund invests.Frequent trading through financial intermediaries. You are an investor subject to this Frequent Trading Policy whether you are adirect shareholder of the Fund or you are investing indirectly in the Fund through a financial intermediary, such as a broker-dealer, bank,trust company, insurance company product such as an annuity contract, investment advisor, or an administrator or trustee of an IRS-recognized tax-deferred savings plan such as a 401(k) retirement plan and a 529 college savings plan.Some financial intermediaries maintain master accounts with the Fund on behalf of their customers (“omnibus accounts”). The Fund hasentered into “information sharing agreements” with these financial intermediaries, which permit the Fund to obtain, upon request,information about the trading activity of the intermediary’s customers that invest in the Fund. If the Fund’s transfer agent identifiesomnibus account level trading patterns that have the potential to be detrimental to the Fund, the transfer agent may, in its sole discretion,request from the financial intermediary information concerning the trading activity of its customers. Based upon its review of theinformation, if the transfer agent determines that the trading activity of any customer may be detrimental to the Fund, it may, in its solediscretion, request the financial intermediary to restrict or limit further trading in the Fund by that customer. There can be no assurancethat the transfer agent’s monitoring of omnibus account level trading patterns will enable it to identify all short-term trading by a financialintermediary’s customers.Revocation of trades. While the Fund reserves the right to reject any purchase order for any reason, the Fund may also revokeexecuted purchase orders that the transfer agent reasonably concludes in its sole discretion may have been contrary to the objectives ofthe Fund's Frequent Trading Policy.franklintempleton.com Prospectus 61




Account PoliciesCalculating Share PriceClass A, C & RWhen you buy shares, you pay the "offering price" for the shares. The "offering price" is determined by dividing the NAV per share by anamount equal to 1 minus the sales charge applicable to the purchase (expressed in decimals), calculated to two decimal places usingstandard rounding criteria. The number of Fund shares you will be issued will equal the amount invested divided by the applicableoffering price for those shares, calculated to three decimal places using standard rounding criteria. For example, if the NAV per share is$10.25 and the applicable sales charge for the purchase is 5.50%, the offering price would be calculated as follows: 10.25 divided by1.00 minus 0.055 [10.25/0.945] equals 10.846561, which, when rounded to two decimal points, equals 10.85. The offering price per sharewould be $10.85.When you sell shares, you receive the NAV minus any applicable CDSC.All ClassesThe value of a mutual fund is determined by deducting the fund’s liabilities from the total assets of the portfolio. The NAV per share isdetermined by dividing the total net asset value of each fund’s share class by the applicable number of shares outstanding per shareclass.The Fund calculates the NAV per share each business day as of 1 p.m. Pacific time or the regularly scheduled close of the New YorkStock Exchange (NYSE), whichever is earlier. The Fund does not calculate the NAV on days the NYSE is closed for trading, whichinclude New Year’s Day, Martin Luther King Jr. Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day,Thanksgiving Day and Christmas Day. If the NYSE has a scheduled early close, the Fund’s share price would be determined as of thetime of the close of the NYSE. If, due to weather or other special or unexpected circumstances, the NYSE has an unscheduled earlyclose on a day that it has opened for business, the Fund reserves the right to consider that day as a regular business day and acceptpurchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE. TheFund's NAV per share for each class is readily available online at www.franklintempleton.com/performance.The Fund has an agreement with certain financial intermediaries that authorize them to accept orders or designate third parties to acceptorders on behalf of the Fund. If you place your order through these financial intermediaries, the order will be considered received whenthey accept the order. Those orders will be priced at the next NAV calculated after acceptance of the order by the financial intermediaryor its agent. If you place an order through an account at an intermediary, please consult with the intermediary to determine when yourorder will be executed, as62 Prospectus franklintempleton.com




some intermediaries may require that they receive orders prior to a specified cut-off time.Requests to buy and sell shares are processed at the NAV next calculated after we or an approved financial intermediary receive yourrequest in proper form.When determining its NAV, the Fund values cash and receivables at their realizable amounts, and records interest as accrued anddividends on the ex-dividend date. The Fund generally utilizes two independent pricing services to assist in determining a current marketvalue for each security. If market quotations are readily available for portfolio securities listed on a securities exchange, the Fund valuesthose securities at the last quoted sale price or the official closing price of the day, respectively, or, if there is no reported sale, within therange of the most recent quoted bid and ask prices. The Fund values over-the-counter portfolio securities within the range of the mostrecent bid and ask prices. If portfolio securities trade both in the over-the-counter market and on a stock exchange, the Fund values themaccording to the broadest and most representative market. Prices received by the Fund for securities may be based on institutional“round lot” sizes, but the Fund may hold smaller, “odd lot” sizes. Odd lots may trade at lower prices than round lots.Generally, trading in corporate bonds, U.S. government securities and money market instruments is substantially completed each day atvarious times before 1 p.m. Pacific time. The value of these securities used in computing the NAV is determined as of such times.Occasionally, events affecting the values of these securities may occur between the times at which they are determined and 1 p.m.Pacific time that will not be reflected in the computation of the NAV. The Fund relies on third-party pricing vendors to provide evaluatedprices that reflect current fair market value at 1 p.m. Pacific time.Fair Valuation – Individual SecuritiesSince the Fund may invest in securities that are restricted, unlisted, traded infrequently, thinly traded, or relatively illiquid, there is thepossibility of a differential between the last available market prices for one or more of those securities and the latest indications of marketvalues for those securities. The Fund has procedures, approved by the board of directors, to determine the fair value of individualsecurities and other assets for which market prices are not readily available (such as certain restricted or unlisted securities and privateplacements) or which may not be reliably priced (such as in the case of trade suspensions or halts, price movement limits set by certainforeign markets, and thinly traded or illiquid securities). Some methods for valuing these securities may include: fundamental analysis(earnings multiple, etc.), matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature andduration of restrictionsfranklintempleton.com Prospectus 63



TEMPLETON GROWTH FUND, INC.YOUR ACCOUNTon the disposition of the securities. The board of directors oversees the application of fair value pricing procedures.The application of fair value pricing procedures represents a good faith determination based upon specifically applied procedures. Therecan be no assurance that the Fund could obtain the fair value assigned to a security if it were able to sell the security at approximatelythe time at which the Fund determines its NAV per share.Security Valuation – Corporate Debt SecuritiesCorporate debt securities generally trade in the over-the-counter market rather than on a securities exchange. The Fund may value theseportfolio securities by utilizing quotations from bond dealers, information with respect to bond and note transactions and may rely onindependent pricing services to assist in determining a current market value for each security. The Fund’s pricing services may utilizeindependent quotations from bond dealers and bond market activity to determine current value.Security Valuation – Foreign Securities – Computation of U.S. Equivalent ValueThe Fund generally determines the value of a foreign security as of the close of trading on the foreign stock exchange on which thesecurity is primarily traded, or as of 1 p.m. Pacific time. The value is then converted into its U.S. dollar equivalent at the foreign exchangerate in effect at 1 p.m. Pacific time on the day that the value of the foreign security is determined. If no sale is reported at that time, theforeign security will be valued within the range of the most recent quoted bid and ask prices. Occasionally events (such as repatriationlimits or restrictions) may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. Ifsuch an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the board ofdirectors.Security Valuation – Foreign Securities – Potential Impact of Time Zones and Market HolidaysTrading in securities on foreign securities stock exchanges and over-the-counter markets, such as those in Europe and Asia, may becompleted before 1 p.m. Pacific time on each day that the Fund is open. Occasionally, events occur between the time at which trading ina foreign security is completed and 1 p.m. Pacific time that might call into question the availability (including the reliability) of the value ofa foreign portfolio security held by the Fund. As a result, the Fund may be susceptible to what is referred to as “time-zone arbitrage.”Certain investors in the Fund may seek to take advantage of discrepancies in the value of the Fund’s portfolio securities as determinedby the foreign market at its close and the latest indications of value attributable to the portfolio securities at the time the Fund’s64 Prospectus franklintempleton.com




NAV is computed. Trading by these investors, often referred to as “arbitrage market timers,” may dilute the value of the Fund’s shares, ifsuch discrepancies in security values actually exist. To attempt to minimize the possibilities for time-zone arbitrage, and in accordancewith procedures established and approved by the Fund’s board of directors, the investment manager monitors price movements by usinga fair value pricing service offered through an independent pricing vendor.The fair value pricing service is used to estimate the price of a security in a liquid market at the time of the NAV calculation (1 p.m. PacificTime). If certain criteria are met, the foreign securities may be valued using the price from the fair value pricing service. The intendedeffect of applying fair value pricing is to compute an NAV that accurately reflects the value of the Fund’s portfolio at the time that the NAVis calculated, to discourage potential arbitrage market timing in Fund shares, to mitigate the dilutive impact of such attempted arbitragemarket timing and to be fair to purchasing, redeeming and existing shareholders. However, the application of fair value pricing proceduresmay, on occasion, worsen rather than mitigate the potential dilutive impact of shareholder trading.In addition, trading in foreign portfolio securities generally, or in securities markets in a particular country or countries, may not take placeon every Fund’s business day. Furthermore, trading takes place in various foreign markets on days that are not business days for theFunds, and on which the Fund’s NAV is not calculated (in which case, the NAV of the Fund’s shares may change on days whenshareholders will not be able to purchase or redeem Fund shares). Thus, the calculation of the Fund’s NAV does not take placecontemporaneously with the determination of the prices of many of the foreign portfolio securities used in the calculation. If eventsaffecting the last determined values of these foreign securities occur, the securities will be valued at fair value determined in good faith inaccordance with the Fund’s fair value procedures established and approved by the board of directors (as described above).Accounts with Low BalancesIf your account has been open for more than one year and its value falls below $500, we will mail you a notice asking you to bring theaccount back up to its applicable minimum investment amount. If you choose not to do so within 30 days, we will close your account andproceeds will be sent by Electronic Fund Transfer (ACH) to your bank information on file. If we do not have this information, proceeds willbe mailed to the address of record. You will not be charged a CDSC if your account is closed for this reason. This policy does not applyto: (1) certain broker-controlled accounts established through the National Securities Clearing Corporation’s Networking system; (2) ClassA or A1 accounts established pursuant to a conversion from Class C or C1, and any remaining Class C or C1 accounts involved in theconversion, with a low balance due to the conversion; (3) tax-deferred retirement plan accounts; (4) active automatic investment planaccounts;franklintempleton.com Prospectus 65



TEMPLETON GROWTH FUND, INC.YOUR ACCOUNT(5) accounts in an Advisory Fee Program; (6) accounts held through a 529 college savings program; (7) Coverdell Education SavingsPlan accounts; and (8) accounts currently maintained via robo advice driven services where account investments and reallocations aredone through an automated, algorithm-driven platform.A financial intermediary may impose different minimum account balances on your account than those described above. The Fund is notresponsible for any minimum account balances imposed by financial intermediaries or for notifying shareholders of any changes to them.See Appendix A for more information on certain intermediary-specific minimum account balances. Please consult with your financialintermediary if you have any questions regarding their policies.RedemptionsTypically, the Fund uses cash and cash equivalents held in its portfolio or sells portfolio assets to meet all redemption needs. In unusualcircumstances or under stressed market conditions, the Fund may use other methods to meet redemptions, such as the use of lines ofcredit or interfund lending in reliance on exemptive relief from the SEC. Also, see “Account Policies – Redemptions in Kind” forinformation regarding redemption requests that exceed $250,000 or 1% of the value of the Fund’s assets, whichever is less.Redemptions in KindIf your redemption requests during any 90-day period exceed $250,000 (or 1% of the value of the Fund’s net assets, if less), the Fundreserves the right to make payments in whole or in part in securities or other assets of the Fund. You should expect to incur transactioncosts upon the disposition of the securities received in the distribution. In addition, you will bear the market risk of the securities you holduntil the securities are sold.Redemptions by Large ShareholdersAt times, the Fund may experience adverse effects when certain large shareholders redeem large amounts of shares of the Fund. Largeredemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so. In addition, these transactionsmay also accelerate the realization of taxable income to shareholders if such sales of investments resulted in gains, and may alsoincrease transaction costs and/or increase in the Fund's expense ratio. When experiencing a redemption by a large shareholder, theFund may delay payment of the redemption request up to seven days to provide the investment manager with time to determine if theFund can redeem the request in-kind or to consider other alternatives to lessen the harm to remaining shareholders. Under certaincircumstances, however, the Fund may be unable to delay a redemption request, which could result in the automatic processing of alarge redemption that is detrimental to the Fund and its remaining shareholders.66 Prospectus franklintempleton.com




Statements, Reports and ProspectusesYou will receive quarterly account statements that show all your account transactions during the quarter. You also will receive writtennotification after each transaction affecting your account (except for distributions and transactions made through automatic investment orwithdrawal programs, which will be reported on your quarterly statement). Upon receipt, review all account statements and writtennotifications after each transaction affecting your account and notify us immediately if there is a discrepancy.You also will receive, or receive notice of the availability of, the Fund's financial reports every six months. In addition, you will receive anannual updated summary prospectus (prospectus available upon request). To reduce Fund expenses, we try to identify relatedshareholders in a household and send only one copy of the financial reports (to the extent received by mail) and summary prospectus.This process, called "householding," will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documentshouseholded, please call us at (800) 632-2301. At any time you may view current prospectuses/summary prospectuses and financialreports on our website. If you choose, you may receive these documents through electronic delivery.You may elect to receive your statements, prospectuses and other documents through electronic delivery (please see "Investor Services -Telephone/Online Privileges").Investment Representative Account AccessIf there is a dealer or other investment representative of record on your account, he or she will be able to obtain your account information,conduct transactions for your account, and also will receive copies of all notifications and statements and other information about youraccount directly from the Fund.Street or Nominee AccountsYou may transfer your shares from the street or nominee name account of one dealer to another, as long as both dealers have anagreement with Distributors. We will process the transfer after we receive authorization in proper form from your delivering securitiesdealer.Joint AccountsUnless you specify a different registration, shares issued to two or more owners are registered as "joint tenants with rights ofsurvivorship" (shown as "Jt Ten" on your account statement). To make any ownership changes to jointly owned shares, or to sever a jointtenancy in jointly owned shares, all owners must agree in writing.Joint Account Risk with Telephone/Online PrivilegesYou will automatically receive telephone/online privileges when you open your account. If your account has more than one registeredowner, telephone/onlinefranklintempleton.com Prospectus 67



TEMPLETON GROWTH FUND, INC.YOUR ACCOUNTprivileges allow the Fund to accept online registration for online services (including electronic delivery of shareholder documents) andtransaction instructions online or by telephone from only one registered owner. This means that any one registered owner on youraccount, acting alone and without the consent of any other registered owner, may give the Fund instructions by telephone, online or inwriting (subject to any limitations in telephone or online privileges) to:· Exchange shares from a jointly registered Fund account requiring all registered owner signatures into an identically registered money

fund account that only requires one registered owner’s signature to redeem shares;· Redeem Fund shares and direct the redemption proceeds to a pre-established bank account that may or may not be owned by you

and, if owned by you jointly with someone else, only requires one person to withdraw funds by check or otherwise; and· Purchase Fund shares by debiting a pre-established bank account that may be owned by you.If you do NOT want another registered owner on your account to be able to issue these kinds of instructions to the Fund without yourconsent, you must instruct the Fund to deny/terminate online privileges and the ability to issue such instructions by telephone so thatthese types of instructions will only be accepted in writing signed by all account owners. This decision will apply to any other fund intowhich you may exchange your jointly owned Fund shares. Any later decision to permit these types of instructions by telephone and/oronline will need to be given to the Fund in a written instruction signed by all registered owners.Additional PoliciesPlease note that the Fund maintains additional policies and reserves certain rights, including:· The Fund may restrict, reject or cancel any purchase orders, including an exchange request.· Typically, redemptions are processed by the next business day provided the redemption request is received in proper form and good

order, but may take up to seven days to be processed if making immediate payment would adversely affect the Fund or there isanother cause for delay (for example, if you sell shares recently purchased, proceeds may be delayed until your check, draft or wire/electronic funds transfer has cleared). In certain circumstances, however, the Fund may not have the ability to delay a redemptionrequest or may not have the time to determine whether a particular redemption would have an adverse effect on the Fund before theredemption request is paid.

· The Fund may modify, suspend, or terminate telephone/online privileges at any time.68 Prospectus franklintempleton.com




· The Fund may make material changes to or discontinue the exchange privilege on 60 days' notice or as otherwise provided by law.· The Fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.· In unusual circumstances, we may temporarily suspend redemptions or postpone the payment of proceeds, as allowed by federal

securities laws.· For redemptions over a certain amount, the Fund may, but is not required to, pay redemption proceeds in securities or other assets

rather than cash (also known as a redemption in-kind) if the investment manager determines it is in the best interest of the Fund,consistent with applicable law. The investment manager will, in its sole discretion, determine whether a redemption in-kind will beconsidered for a particular redemption request or type of redemption request. In certain circumstances, however, the investmentmanager may not have the ability to determine whether a particular redemption could be paid in-kind before the redemption requestis paid. If a redemption request is redeemed in-kind, investors should expect to incur transaction costs upon the disposition of thesecurities received in the distribution.

· You may only buy shares of a fund (including the purchase side of an exchange) eligible for sale in your state or jurisdiction.· To permit investors to obtain the current price, dealers are responsible for transmitting all orders to the Fund promptly.· For non-retirement accounts, if you are receiving a dividend, capital gains or a systematic withdrawal plan payment in cash, and at least

three consecutive checks remain uncashed for at least six months, the Fund reserves the right to change your distribution option toreinvest future distributions or discontinue your systematic withdrawal plan.

Dealer CompensationClass A, C & RQualifying dealers who sell Fund shares may receive sales commissions and other payments. These are paid by Distributors from salescharges received from purchasing or redeeming shareholders, from distribution and service (12b-1) fees from the Fund and fromDistributors' other financial resources. Dealers may also receive shareholder servicing fees for servicing investors who indirectly holdFranklin Templeton fund shares through dealer-maintained brokerage accounts as more fully described under "Shareholder servicing andtransfer agent" of the "Management and Other Services" section in the SAI. These fees are paid by the Fund's transfer agent frompayments it receives under its agreement with the Fund.No dealer commission will be paid on Class A NAV purchases by Employer Sponsored Retirement Plans.franklintempleton.com Prospectus 69



TEMPLETON GROWTH FUND, INC.YOUR ACCOUNTIf any dealer commissions are paid in connection with a purchase which is subsequently rejected or results in any trading restrictionplaced on the purchaser as a result of a determination by the Fund's investment manager or transfer agent that the purchase may beconnected with trading activity that may be detrimental to the Fund as described in the Fund's "Frequent Trading Policy," the dealer shall,upon demand, refund such commissions to Distributors.

Class A Class C Class RCommission (%) -- 1.001 --Investment under $50,000 5.00 -- --$50,000 but under $100,000 4.00 -- --$100,000 but under $250,000 3.00 -- --$250,000 but under $500,000 2.25 -- --$500,000 but under $1 million 1.75 -- --$1 million or more up to 1.00 -- --12b-1 fee to dealer 0.252, 3 1.004 0.50

1. Commission includes advance of the first year's 0.25% 12b-1 service fee. Distributors may pay a prepaid commission. However, Distributors does not pay a prepaidcommission on any purchases by Employer Sponsored Retirement Plans.2. For purchases at NAV where Distributors paid a prepaid commission, dealers may start to receive the 12b-1 fee in the 13th month after purchase. For purchases at NAVwhere Distributors did not pay a prepaid commission, dealers may start to receive the 12b-1 fee at the time of purchase.3. Under the Distribution Plan for Class A, the Fund may pay up to 0.25% to Distributors or others, out of which 0.05% generally will be retained by Distributors for its distributionexpenses.4. Dealers may be eligible to receive up to 0.25% at the time of purchase and may be eligible to receive 1% starting in the 13th month. During the first 12 months, the full 12b-1fee will be paid to Distributors to partially offset the commission and the prepaid service fee paid at the time of purchase. For purchases at NAV where Distributors did not pay aprepaid commission, dealers may start to receive the 12b-1 fee at the time of purchase. After approximately 8 years, Class C shares convert to Class A shares and dealers maythen be eligible to receive the 12b-1 fee applicable to Class A.Purchases of certain share classes through financial intermediaries (Class R6 and Advisor Class) There are no associated salescharges or Rule 12b-1 distribution and service fees for the purchase of Class R6 and Advisor Class shares. However, pursuant to SECguidance, certain financial intermediaries acting as agents on behalf of their customers may directly impose on shareholders salescharges or transaction fees determined by the financial intermediary related to the purchase of these shares. These charges and fees arenot disclosed in this prospectus. You should consult with your financial advisor or visit your financial intermediary’s website for moreinformation.70 Prospectus franklintempleton.com




The Fund’s service providers also may pay financial intermediaries for marketing support and other related services as disclosed belowfor Advisor Class shares, but not for Class R6 shares. These payments may create a conflict of interest by influencing the financialintermediary and your salesperson to recommend one share class over another. There is some uncertainty concerning whethermarketing support or other similar payments may be made or received in connection with Advisor Class shares where a financialintermediary has imposed its own sales charges or transaction fees. Based on future regulatory developments, such payments may beterminated.Other financial intermediary compensation Except with respect to Class R6 shares, Distributors may make marketing supportpayments (a portion of which may be reimbursable under the terms of the Fund's Rule 12b-1 distribution plans) to certain dealers andother financial intermediaries, such as banks, insurance companies, or plan administrators, in connection with their efforts to educatefinancial advisors or provide other services which may facilitate, directly or indirectly, investment in Franklin Templeton mutual funds. Inthe case of any one intermediary, marketing support payments generally will not exceed 0.05% of the total assets of Franklin Templetonmutual funds attributable to that intermediary, on an annual basis. For an intermediary exceeding $50 billion in total assets of FranklinTempleton mutual funds, Distributors may agree to make annual marketing support payments up to a limit of 0.06% of such assets. Inother limited circumstances, Distributors or an affiliate will have alternative arrangements with an intermediary that provide for paymentsin excess of the 0.05% limitation, which may include arrangements based on assets or sales of the funds, combined assets or sales ofrelated funds, or other criteria. Marketing support payments made to organizations located outside the U.S., with respect to investmentsin the Fund by non-U.S. persons, also may exceed this limitation. Any assets held on behalf of Employer Sponsored Retirement Plans forwhich payment is made to a financial intermediary pursuant to the following paragraph will be excluded from the calculation of marketingsupport payments pursuant to this paragraph. You should contact your financial intermediary to determine the amount of anycompensation it may receive from Distributors or its affiliates.Except with respect to Class R6 shares, Distributors and/or its affiliates may also make payments (a portion of which may bereimbursable under the terms of the Fund’s Rule 12b-1 distribution plans) to certain financial intermediaries in connection with theiractivities that are intended to assist in the sale of shares of Franklin Templeton mutual funds, directly or indirectly, to certain EmployerSponsored Retirement Plans. In the case of any one financial intermediary, such payments will not exceed 0.10% of the total assets ofFranklin Templeton mutual funds held, directly or indirectly, by such Employer Sponsored Retirement Plans, on an annual basis.franklintempleton.com Prospectus 71



TEMPLETON GROWTH FUND, INC.YOUR ACCOUNTA number of factors will be considered in determining these payments, including the qualifying financial intermediary's sales, assets andredemption rates, the nature and quality of any servicing provided by the financial intermediary, and the quality of the financialintermediary's relationship with Distributors. Distributors will, on an annual basis, determine the advisability of continuing these payments.These payments may be in addition to any shareholder servicing fees paid by the Fund's transfer agent from payments it receives underits agreement with the Fund.To the extent permitted by SEC and Financial Industry Regulatory Authority rules and other applicable laws and regulations, Distributorsmay, in addition to marketing support payments, pay or allow other promotional incentives or payments to financial intermediaries, suchas payments related to transaction support, various financial intermediary-sponsored events intended to educate financial advisers andtheir clients about the Franklin Templeton mutual funds, and data analytics and support.Sales of Fund shares, as well as shares of other mutual funds in Franklin Templeton, is not considered a factor in the selection offinancial intermediaries to execute the Fund’s portfolio transactions. Accordingly, the allocation of portfolio transactions for execution byfinancial intermediaries that sell Fund shares is not considered marketing support payments to such financial intermediaries.You can find further details in the SAI about the payments made by Distributors and the services provided by your financial advisor. Yourfinancial advisor may charge you additional fees or commissions other than those disclosed in this prospectus. You should ask yourfinancial advisor for information about any payments it receives from Distributors and any services it provides, as well as about fees and/or commissions it charges.Questions

If you have any questions about the Fund or your account, you can write to us at P.O. Box 33030, St. Petersburg, FL 33733-8030. Youalso can call us at one of the following numbers. For your protection and to help ensure we provide you with quality service, all calls maybe monitored or recorded.Department Name Telephone NumberShareholder Services (800) 632-2301Fund Information (800) DIAL BEN

(800) 342-5236Retirement Services (800) 527-2020Advisor Services (800) 524-4040Hearing Impaired Assistance For hearing impaired assistance,

please contact us via a Relay Service.





Automated Telephone System (800) 632-2301(800) 524-4040(800) 527-2020




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For More InformationYou can learn more about the Fund in the following documents:Annual/Semiannual Report to ShareholdersIncludes a discussion of recent market conditions and Fund strategies that significantly affected Fund performance during its last fiscalyear, financial statements, detailed performance information, portfolio holdings and, in the annual report only, the independent registeredpublic accounting firm’s report.Statement of Additional Information (SAI)Contains more information about the Fund, its investments and policies. It is incorporated by reference (is legally a part of thisprospectus).For a free copy of the current annual/semiannual report or the SAI, please contact your investment representative or call us at thenumber below. You also can view the current annual/semiannual report and the SAI online through franklintempleton.com.Appendix A to the Prospectus -- Intermediary Sales Charge Discounts and WaiversContains more information about specific sales charge discounts and waivers available for shareholders who purchase Fund sharesthrough a specific financial intermediary. Appendix A is a separate document and is incorporated herein by reference (is legally a part ofthis prospectus).Reports and other information about the Fund are available on the EDGAR Database on the SEC's Internet site at http://www.sec.gov,and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following email address:[email protected].

One Franklin ParkwaySan Mateo, CA 94403-1906(800) DIAL BEN®/342-5236franklintempleton.com

For hearing impaired assistance, pleasecontact us via a Relay Service.

Investment Company Act file #811-04892© 2021 Franklin Templeton. All rights reserved.



APPENDIX AINTERMEDIARY SALES CHARGE DISCOUNTS AND WAIVERS

Specific intermediaries may have different policies and procedures than the Fund regarding the availability of front-end sales load(charge) waivers or CDSC waivers; exchanges or conversions between classes or exchanges between Funds; account investmentminimums; and minimum account balances, all of which are discussed below. In all instances, it is the purchaser’s responsibility to notifythe Fund or the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser forsales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders will have topurchase Fund shares directly from the Fund or through another intermediary to receive such waivers or discounts. Please see thesection entitled "Fund Details – Your Account – Choosing a Share Class – Class A, & C" for more information on sales charges andwaivers available for different classes.The information in this Appendix is part of, and incorporated into, the Fund’s prospectus.CLASS A AND CLASS C PURCHASES THROUGH AMERIPRISE FINANCIALAutomatic exchange of Class C shares. Class C shares will automatically exchange to Class A shares in the month of the 10-yearanniversary of the purchase date. Effective January 15, 2021, the anniversary year of the purchase date will change to 7-years.Class A Shares Front-End Sales Charge Waivers Available at Ameriprise Financial:The following information applies to Class A shares purchases if you have an account with or otherwise purchase Fund shares throughAmeriprise Financial:Effective June 1, 2018, shareholders purchasing Fund shares through an Ameriprise Financial platform or account will be eligible for thefollowing front-end sales charge waivers and discounts, which may differ from those disclosed elsewhere in this Fund’s prospectus orSAI:· Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money

purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do notinclude SEP IRAs, Simple IRAs or SAR-SEPs.

· Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for suchinvestment advisory program is not available).



· Shares purchased by third party investment advisors on behalf of their advisory clients through Ameriprise Financial’s platform (if anAdvisory or similar share class for such investment advisory program is not available).

· Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the sameFund (but not any other fund within the same fund family).

· Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date(effective January 15, 2021, the anniversary year of the purchase date will change to 7-years). To the extent that this prospectuselsewhere provides for a waiver with respect to such shares following a shorter holding period, that waiver will apply to exchangesfollowing such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of ClassC shares for load waived shares, that waiver will also apply to such exchanges.

· Employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members.· Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs

subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisorand/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, greatgrandfather), advisor’s lineal descendant (son, daughter, grandson, granddaughter, great grandson, great granddaughter) or anyspouse of a covered family member who is a lineal descendant.

· Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 daysfollowing the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to afront-end or deferred sales load (i.e. Rights of Reinstatement).

BAIRDIntermediary-Defined Sales Charge Waiver PoliciesEffective June 15, 2020, shareholders purchasing fund shares through a Baird platform or account will only be eligible for the followingsales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosedelsewhere in this prospectus or the SAI.Front-End Sales Charge Waivers on Investors A-shares Available at Baird· Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing share of the same

fund



· Share purchase by employees and registers representatives of Baird or its affiliate and their family members as designated by Baird· Shares purchase from the proceeds of redemptions from another Franklin Templeton fund, provided (1) the repurchase occurs within 90

days following the redemption, (2) the redemption and purchase occur in the same accounts, and (3) redeemed shares were subjectto a front-end or deferred sales charge (known as rights of reinstatement)

· A shareholder in the Funds Class C shares will have their share converted at net asset value to Class A shares of the fund if the sharesare no longer subject to CDSC and the conversion is in line with the policies and procedures of Baird

· Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 401(k) plans, 457plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposesof this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs

CDSC Waivers on Class A and C shares Available at Baird· Shares sold due to death or disability of the shareholder· Shares sold as part of a systematic withdrawal plan as described in the Fund’s Prospectus· Shares bought due to returns of excess contributions from an IRA Account· Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 72 as

described in the Fund’s prospectus· Shares sold to pay Baird fees but only if the transaction is initiated by Baird· Shares acquired through a right of reinstatementFront-End Sales Charge Discounts Available at Baird: Breakpoints and/or Rights of Accumulations· Breakpoints as described in this prospectus· Rights of accumulations which entitles shareholders to breakpoint discounts will be automatically calculated based on the aggregated

holding of Franklin Templeton assets held by accounts within the purchaser’s household at Baird. Eligible Franklin Templeton assetsnot held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial advisorabout such assets

· Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases of Franklin Templeton funds through Baird, over a13-month period of time



D.A. DAVIDSON & CO.Effective June 1, 2020, shareholders purchasing fund shares including existing fund shareholders through a D.A. Davidson &. Co. ("D.A.Davidson") platform or account, or through an introducing broker-dealer or independent registered investment advisor for which D.A.Davidson provides trade execution, clearance, and/or custody services, will be eligible for the following sales charge waivers (front-endsales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosedelsewhere in this prospectus or SAI.Front-End Sales Charge Waivers on Class A Shares available at D.A. Davidson· Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions.· Employees and registered representatives of D.A. Davidson or its affiliates and their family members as designated by D.A. Davidson.· Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days

following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to afront-end or deferred sales charge (known as Rights of Reinstatement).

· A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriateshare class) of the Fund if the shares are no longer subject to a CDSC and the conversion is consistent with D.A. Davidson’s policiesand procedures.

CDSC Waivers on Classes A and C shares available at D.A. Davidson· Death or disability of the shareholder.· Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus.· Return of excess contributions from an IRA Account.· Shares sold as part of a required minimum distribution for IRA or other qualifying retirement accounts as described in the fund’s

prospectus beginning in the calendar year the shareholder turns age 72.· Shares acquired through a right of reinstatement.Front-end sales charge discounts available at D.A. Davidson: breakpoints, rights of accumulation and/or letters of intent· Breakpoints as described in this prospectus.· Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated

holding of fund family assets held by accounts within the purchaser’s household at D.A. Davidson. Eligible fund family assets notheld at D.A. Davidson may be



included in the calculation of rights of accumulation only if the shareholder notifies his or her financial advisor about such assets.· Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period.

Eligible fund family assets not held at D.A. Davidson may be included in the calculation of letters of intent only if the shareholdernotifies his or her financial advisor about such assets.

Edward D. Jones & Co., L.P. ("EDWARD JONES")Policies Regarding Transactions Through Edward JonesEffective on or after January 1, 2021, the following information supersedes prior information with respect to transactions andpositions held in fund shares through an Edward Jones system. Clients of Edward Jones (also referred to as “shareholders”)purchasing fund shares on the Edward Jones commission and fee-based platforms are eligible only for the following salescharge discounts (also referred to as “breakpoints”) and waivers, which can differ from discounts and waivers describedelsewhere in the mutual fund prospectus or statement of additional information ("SAI") or through another broker-dealer. In allinstances, it is the shareholder’s responsibility to inform Edward Jones at the time of purchase of any relationship, holdings ofthe Franklin Templeton and Legg Mason Funds (including holdings of 529 Plans where Franklin Templeton or Legg Masonserve as the primary distributor), or other facts qualifying the purchaser for discounts or waivers. Edward Jones can ask fordocumentation of such circumstance. Shareholders should contact Edward Jones if they have questions regarding theireligibility for these discounts and waivers.Breakpoints· Breakpoint pricing, otherwise known as volume pricing, at dollar thresholds as described in the prospectus.Rights of Accumulation (“ROA”)· The applicable sales charge on a purchase of Class A shares is determined by taking into account all share classes (except certain

money markets funds and any assets held in group retirement plans) of the Franklin Templeton and Legg Mason Funds held by theshareholder or in an account grouped by Edward Jones with other accounts for the purpose of providing certain pricingconsiderations (“pricing groups”). If grouping assets as a shareholder, this includes all share classes held on the Edward Jonesplatform and/or held on another platform. The inclusion of eligible fund family assets in the ROA calculation is dependent on the



shareholder notifying Edward Jones of such assets at the time of calculation. Money market funds are included only if such shareswere sold with a sales charge at the time of purchase or acquired in exchange for shares purchased with a sales charge.

· The employer maintaining a SEP IRA plan and/or SIMPLE IRA plan may elect to establish or change ROA for the IRA accountsassociated with the plan to a plan-level grouping as opposed to including all share classes at a shareholder or pricing group level.

· ROA is determined by calculating the higher of cost minus redemptions or market value (current shares x NAV).Letter of Intent (“LOI”)· Through a LOI, shareholders can receive the sales charge and breakpoint discounts for purchases shareholders intend to make over a

13-month period from the date Edward Jones receives the LOI. The LOI is determined by calculating the higher of cost or marketvalue of qualifying holdings at LOI initiation in combination with the value that the shareholder intends to buy over a 13-month periodto calculate the front-end sales charge and any breakpoint discounts. Each purchase the shareholder makes during that 13-monthperiod will receive the sales charge and breakpoint discount that applies to the total amount. The inclusion of eligible fund familyassets in the LOI calculation is dependent on the shareholder notifying Edward Jones of such assets at the time of calculation.Purchases made before the LOI is received by Edward Jones are not adjusted under the LOI and will not reduce the sales chargepreviously paid. Sales charges will be adjusted if LOI is not met.

· If the employer maintaining a SEP IRA plan and/or SIMPLE IRA plan has elected to establish or change ROA for the IRA accountsassociated with the plan to a plan-level grouping, LOIs will also be at the plan-level and may only be established by the employer.

Sales Charge WaiversSales charges are waived for the following shareholders and in the following situations:· Associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward

Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate’s life if theassociate retires from Edward Jones in good-standing and remains in good standing pursuant to Edward Jones' policies andprocedures.

· Shares purchased in an Edward Jones fee-based program.



· Shares purchased through reinvestment of capital gains distributions and dividend reinvestment.· Shares purchased from the proceeds of redeemed shares of the same fund family so long as the following conditions are met: 1) the

proceeds are from the sale of shares within 60 days of the purchase, and 2) the sale and purchase are made in the same shareclass and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account.

· Shares exchanged into Class A shares from another share class so long as the exchange is into the same fund and was initiated at thediscretion of Edward Jones. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. Any futurepurchases are subject to the applicable sales charge as disclosed in the prospectus.

· Exchanges from Class C shares to Class A shares of the same fund, generally, in the 84th month following the anniversary of thepurchase date or earlier at the discretion of Edward Jones.

Contingent Deferred Sales Charge (“CDSC”) WaiversIf the shareholder purchases shares that are subject to a CDSC and those shares are redeemed before the CDSC is expired, theshareholder is responsible to pay the CDSC except in the following conditions:· The death or disability of the shareholder· Systematic withdrawals with up to 10% per year of the account value· Return of excess contributions from an Individual Retirement Account (IRA)· Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the

shareholder reaches qualified age based on applicable IRS regulations· Shares sold to pay Edward Jones fees or costs in such cases where the transaction is initiated by Edward Jones· Shares exchanged in an Edward Jones fee-based program· Shares acquired through NAV reinstatement· Shares redeemed at the discretion of Edward Jones for Minimum Balances, as described below.***************************************************************************Other Important Information Regarding Transactions Through Edward JonesMinimum Purchase Amounts· Initial purchase minimum: $250· Subsequent purchase minimum: noneMinimum Balances



· Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following are examples ofaccounts that are not included in this policy:

· A fee-based account held on an Edward Jones platform· A 529 account held on an Edward Jones platform· An account with an active systematic investment plan or letter of intent (LOI)Exchanging Share Classes· At any time it deems necessary, Edward Jones has the authority to exchange at NAV a shareholder’s holdings in a fund to Class A

shares of the same fund.JANNEY MONTGOMERY SCOTT LLC (“JANNEY”)

Effective May 1, 2020, if you purchase fund shares through a Janney Montgomery Scott LLC (“Janney”) brokerage account, you will beeligible for the following load waivers (front-end sales charge waivers and contingent deferred sales charge ("CDSC"), or back-end salescharge, waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s Prospectus or SAI.Front-end sales charge* waivers on Class A shares available at Janney· Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same

fund (but not any other fund within the fund family).· Shares purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by

Janney.· Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within ninety (90)

days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subjectto a front-end or deferred sales load (i.e., right of reinstatement).

· Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and moneypurchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do notinclude SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans.

· Shares acquired through a right of reinstatement.· Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund

pursuant to Janney’s policies and procedures.CDSC waivers on Class A and C shares available at Janney· Shares sold upon the death or disability of the shareholder.



· Shares sold as part of a systematic withdrawal plan as described in the fund’s Prospectus.· Shares purchased in connection with a return of excess contributions from an IRA account.· Shares sold as part of a required minimum distribution for IRA and other retirement accounts due to the shareholder reaching age 72 as

described in the fund’s Prospectus.· Shares sold to pay Janney fees but only if the transaction is initiated by Janney.· Shares acquired through a right of reinstatement.· Shares exchanged into the same share class of a different fund.Front-end sales charge* discounts available at Janney: breakpoints, rights of accumulation, and/or letters of intent· Breakpoints as described in the fund’s Prospectus.· Rights of accumulation (“ROA”),which entitle shareholders to breakpoint discounts, will be automatically calculated based on the

aggregated holding of fund family assets held by accounts within the purchaser’s household at Janney. Eligible fund family assetsnot held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about suchassets.

· Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period.Eligible fund family assets not held at Janney Montgomery Scott may be included in the calculation of letters of intent only if theshareholder notifies his or her financial advisor about such assets.

*Also referred to as an “initial sales charge.”CLASS A AND CLASS C PURCHASES THROUGH MERRILL LYNCHShareholders purchasing Fund shares through a Merrill Lynch platform or account will be eligible only for the following load waivers(front-end sales charge waivers and contingent deferred or back-end, sales charge waivers) and discounts, which may differ from thosedisclosed elsewhere in this Fund’s prospectus or SAI.

Front-end Sales Load Waivers on Class A Shares available at Merrill LynchEmployer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts usedto fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefitof the planShares purchased by a 529 Plan (does not include 529 Plan units or 529-



specific share classes or equivalents)Shares purchased through a Merrill Lynch affiliated investment advisory programShares exchanged due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage(non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waiversShares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platformShares of funds purchased through the Merrill Edge Self-Directed platformShares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the samefund (but not any other fund within the fund family)Shares exchanged from Class C (i.e. level-load) shares of the same fund pursuant to Merrill Lynch’s policies relating to sales loaddiscounts and waiversEmployees and registered representatives of Merrill Lynch or its affiliates and their family membersDirectors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in this prospectusEligible shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to afront-end or deferred sales load (known as Rights of Reinstatement). Automated transactions (i.e. systematic purchases andwithdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are not eligiblefor reinstatementCDSC Waivers on A and C Shares available at Merrill LynchDeath or disability of the shareholderShares sold as part of a systematic withdrawal plan as described in the Fund’s prospectusReturn of excess contributions from an IRA AccountShares sold as part of a required minimum distribution for IRA and retirement accounts pursuant to the Internal Revenue CodeShares sold to pay Merrill Lynch fees but only if the transaction is initiated



by Merrill LynchShares acquired through a right of reinstatementShares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee-basedaccounts or platformsShares received through an exchange due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a MerrillLynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waiversFront-end load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of IntentBreakpoints as described in this prospectus.Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts as described in the Fund’s prospectus will beautomatically calculated based on the aggregated holding of fund family assets held by accounts (including 529 program holdings,where applicable) within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be includedin the ROA calculation only if the shareholder notifies his or her financial advisor about such assetsLetters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch,over a 13-month period of time

CLASS A PURCHASES THROUGH MORGAN STANLEYEffective July 1, 2018 shareholders purchasing Fund shares through a Morgan Stanley Wealth Management transactional brokerageaccount will be eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from andmay be more limited than those disclosed elsewhere in this Fund’s Prospectus or SAI.Front-end Sales Charge Waivers on Class A Shares available at Morgan Stanley Wealth Management· Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money

purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do notinclude SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans

· Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules



· Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund· Shares purchased through a Morgan Stanley self-directed brokerage account· Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of

the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program· Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days

following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to afront-end or deferred sales charge.

In addition, effective November 12, 2021 for the purpose of calculating rights of accumulation and letters of intent with respect topurchases made in a Morgan Stanley Wealth Management brokerage account, the following definition for “cumulative quantity discounteligible shares” applies. This definition may be more limited than the one contained in this Fund’s Prospectus or SAI. It is theshareholder’s responsibility to inform Morgan Stanley at the time of purchase of any relationship, holdings, or other facts qualifying thepurchaser for a discount. Morgan Stanley can ask for documentation of such circumstance. Shareholders should contact Morgan Stanleyif they have questions. Cumulative quantity discount eligible shares include:· Any class of shares of any Franklin Templeton or Legg Mason fund that is registered in the U.S.; and· Units of a Section 529 Plan where Franklin Templeton or Legg Mason is the program manager.For purposes of this section, Franklin Templeton and Legg Mason funds also include Brandywine GLOBAL funds, ClearBridgeInvestments funds, Martin Currie funds, Western Asset funds and certain other funds managed by affiliated investment advisers. They donot include the funds in the Franklin Templeton Variable Insurance Products Trust, Legg Mason Partners Variable Equity Trust or LeggMason Partners Variable Income Trust.

OPPENHEIMER & CO., INC.Effective June 1, 2020, shareholders purchasing Fund shares through an Oppenheimer & Co. Inc. (“OPCO”) platform or account areeligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers)and discounts, which may differ from those disclosed elsewhere in this Fund’s prospectus or SAI.Front-end Sales Load Waivers on Class A Shares available at OPCO



· Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trustsused to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held forthe benefit of the plan

· Shares purchased by or through a 529 Plan· Shares purchased through a OPCO affiliated investment advisory program· Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same

fund (but not any other fund within the fund family)· Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days

following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to afront-end or deferred sales load (known as Rights of Restatement).

· A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriateshare class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and proceduresof OPCO

· Employees and registered representatives of OPCO or its affiliates and their family members· Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in this

prospectusCDSC Waivers on A and C Shares available at OPCO· Death or disability of the shareholder· Shares sold as part of a systematic withdrawal plan as described in the Fund’s prospectus· Return of excess contributions from an IRA Account· Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified

age based on applicable IRS regulations as described in the prospectus· Shares sold to pay OPCO fees but only if the transaction is initiated by OPCO· Shares acquired through a right of reinstatementFront-end load Discounts Available at OPCO: Breakpoints, Rights of Accumulation & Letters of Intent· Breakpoints as described in this prospectus.· Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the

aggregated holding of fund family assets held by accounts within the purchaser’s household at OPCO. Eligible fund family assets notheld at OPCO may be



included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets.PFS Investments Inc. (“PFSI”)

Policies Regarding Fund Purchases Through PFSIEffective on or after May 8, 2021, the following information supersedes all prior information with respect to transactions and positions heldin fund shares purchased through PFSI and held on the mutual fund platform of its affiliate, Primerica Shareholder Services (“PSS”).Clients of PFSI (also referred to as “shareholders”) purchasing fund shares on the PSS platform are eligible only for the following shareclasses, sales charge discounts (also referred to as “breakpoints”) and waivers, which can differ from share classes, discounts andwaivers described elsewhere in this prospectus or the related statement of additional information ("SAI") or through another broker-dealer. In all instances, it is the shareholder’s responsibility to inform PFSI at the time of a purchase of all holdings of the FranklinTempleton and Legg Mason Funds on the PSS platform, or other facts qualifying the purchaser for discounts or waivers. PFSI mayrequest reasonable documentation of such facts, and condition the granting of any discount or waiver on the timely receipt of suchdocuments. Shareholders should contact PSS if they have questions regarding their eligibility for these discounts and waivers.Share ClassesShareholders purchasing Fund shares through PFSI are eligible only for the following share classes:· Class A and Class A1 shares: in non-retirement accounts, individual retirement accounts (IRA), SEP IRAs, SIMPLE IRAs, Keogh Plans,

and all other account types unless expressly provided for below.· Class R shares: only in 401(k) plans covering a business owner with no employees, commonly referred to as a one-participant 401(k)

plan or solo 401(k).· Class C shares: only in accounts with existing Class C share holdings.Breakpoints· Breakpoint pricing at dollar thresholds as described in the prospectus of the fund you are purchasing.Rights of Accumulation ("ROA")· The applicable sales charge on a purchase of Class A or Class A1 shares is determined by taking into account all share classes

(except any assets held in group retirement plans) of the Franklin Templeton and Legg Mason Funds held by the shareholder on thePSS Platform. The inclusion of eligible fund family assets in the ROA calculation is dependent on the



shareholder notifying PFSI of such assets at the time of calculation. No shares of the Franklin Templeton and Legg Mason Fundsheld by the shareholder away from the PSS platform, will be granted ROA with shares of any Franklin Templeton or Legg MasonFund purchased on the PSS platform.

· Any SEP IRA plan or SIMPLE IRA plan on the PSS platform will be defaulted to plan-level grouping for purposes of ROA, which allowseach participating employee ROA with all other eligible shares held in plan accounts on the PSS platform. At any time, a participatingemployee may elect to exercise a one-time option to change grouping for purposes of ROA to shareholder- level grouping, whichallows the plan account of the electing employee ROA with her other eligible holdings on the PSS platform, but not with all othereligible participant holdings in the plan. Eligible shares held in plan accounts electing shareholder-level grouping will not be availablefor purposes of ROA to plan accounts electing plan-level grouping.

· ROA is determined by calculating the higher of cost minus redemptions or current market value (current shares x NAV).Letter of Intent ("LOI")· By executing a LOI, shareholders can receive the sales charge and breakpoint discounts for purchases shareholders intend to make

over a 13-month period through PFSI, from the date PSS receives the LOI. The purchase price of the LOI is determined bycalculating the higher of cost or market value of qualifying holdings at LOI initiation in combination with the dollar amount theshareholder intends to invest over a 13-month period to arrive at total investment for purposes of determining any breakpointdiscount and the applicable front-end sales charge. Each purchase the shareholder makes during that 13-month period will receivethe sales charge and breakpoint discount that applies to the projected total investment.

· Only holdings of Franklin Templeton and Legg Mason Funds on the PSS platform are eligible for inclusion in the LOI calculation and theshareholder must notify PFSI of all eligible assets at the time of calculation.

· Purchases made before the LOI is received by PSS are not adjusted under the LOI, and the LOI will not reduce any sales chargepreviously paid. Sales charges will be automatically adjusted if the total purchases required by the LOI are not met.

· If an employer maintaining a SEP IRA plan and/or SIMPLE IRA plan on the PSS platform has elected to establish or change ROA forthe IRA accounts associated with the plan to a plan-level grouping, LOIs will also be at the plan-level and may only be established bythe employer.



Sales Charge WaiversSales charges are waived for the following shareholders and in the following situations:· Shares purchased through reinvestment of capital gains distributions and dividend reinvestment.· Shares purchased with the proceeds of redeemed shares of the same fund family so long as the following conditions are met: 1) the

proceeds are from the sale of shares within 90 days of the purchase, and 2) the sale and purchase are made in the same shareclass and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account. Shareholders of Franklin Templeton or Legg Mason Funds on the PSS platform will not be permitted to redeemshares from either of those fund families and reinvest the proceeds in the other fund family at NAV or net asset value.

· Shares exchanged into Class A or Class A1 shares from another share class so long as the exchange is into the same fund and wasinitiated at the discretion of PFSI. PFSI is responsible for any remaining CDSC due to the fund company, if applicable. Any futurepurchases are subject to the applicable sales charge as disclosed in the prospectus.

Exchanging between Franklin Templeton and Legg Mason Funds· Clients of PFSI that purchase Franklin Templeton or Legg Mason Funds on the PSS platform will not be permitted to exchange from

one of those fund families to the other at NAV or net asset value.

RAYMOND JAMES®

Intermediary-Defined Sales Charge Waiver PoliciesThe availability of certain initial or deferred sales charge waivers and discounts may depend on the particular financial intermediary ortype of account through which you purchase or hold Fund shares.Intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or contingent deferred(back-end) sales load (“CDSC”) waivers, which are discussed below. In all instances, it is the purchaser’s responsibility to notify the fundor the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for salescharge waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders will have topurchase fund shares directly from the fund or through another intermediary to receive these waivers or discounts.Raymond James & Associates, Inc., Raymond James Financial Services, Inc. and each entity’s affiliates (“Raymond James”)



Effective March 1, 2019, shareholders purchasing fund shares through a Raymond James platform or account, or through an introducingbroker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/orcustody services, will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end,sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI.Front-end sales load waivers on Class A shares available at Raymond James· Shares purchased in an investment advisory program.· Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions.· Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond

James.· Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days

following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to afront-end or deferred sales load (known as Rights of Reinstatement).

· A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriateshare class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and proceduresof Raymond James.

CDSC Waivers on Classes A and C shares available at Raymond James· Death or disability of the shareholder.· Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus.· Return of excess contributions from an IRA Account.· Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified

age based on applicable IRS regulations as described in the fund’s prospectus.· Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James.· Shares acquired through a right of reinstatement.Front-end load discounts available at Raymond James: breakpoints, rights of accumulation, and/or letters of intent· Breakpoints as described in this prospectus.· Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated

holding of fund



family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held atRaymond James may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financialadvisor about such assets.

· Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period.Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholdernotifies his or her financial advisor about such assets.

Stifel, Nicolaus & Company, Incorporated ("Stifel")Effective July 1, 2020, shareholders purchasing Fund shares through a Stifel platform or account or who own shares for which Stifel or anaffiliate is the broker-dealer of record are eligible for the following front-end sales charge (load) waiver, in addition to those listed in theprospectus:· Class C shares that have been held for more than seven (7) years will be converted to Class A shares of the same Fund pursuant to

Stifel’s policies and procedures at net asset value (without a front-end sales charge).·



STATEMENT OFADDITIONALINFORMATION

TEMPLETONGROWTH FUND, INC.January 1, 2022

Class A Class C Class R Class R6 Class AdvisorTEPLX FTGQX TEGRX FTGFX TGADX

This Statement of Additional Information (SAI) is not a prospectus. It contains information in addition to the information in the Fund’sprospectus. The Fund's prospectus, dated January 1, 2022, which we may amend from time to time, contains the basic information youshould know before investing in the Fund. You should read this SAI together with the Fund's prospectus.The audited financial statements and Report of Independent Registered Public Accounting Firm in the Fund's Annual Report toshareholders, for the fiscal year ended August 31, 2021, are incorporated by reference (are legally a part of this SAI).For a free copy of the current prospectus or annual report, contact your investment representative or call (800) DIAL BEN/342-5236.

ContentsGoals, Strategies and Risks 2Officers and Trustees 37Fair Valuation 44Management and Other Services 49Portfolio Transactions 53Distributions and Taxes 54Organization, Voting Rights andPrincipal Holders 65Buying and Selling Shares 66The Underwriter 73Performance 75Miscellaneous Information 77Description of Ratings 78Mutual funds, annuities, and other investment products:• are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency of the U.S.government;• are not deposits or obligations of, or guaranteed or endorsed by, any bank; and• are subject to investment risks, including the possible loss of principal.P.O. Box 33030

St. Petersburg, FL 33733-8030 (800) DIAL BEN®

/342-5236 1 101 SAI 01/22


http://www.sec.gov/Archives/edgar/data/805664/000186842021000113/primary-document.htm

http://www.sec.gov/Archives/edgar/data/805664/000186842021000113/primary-document.htm


Goals, Strategies and Risks

The following information provided with respect to the Fund is in addition to that included in the Fund’s prospectus.In addition to the main types of investments and strategies undertaken by the Fund as described in the prospectus, theFund also may invest in other types of instruments and engage in and pursue other investment strategies, which aredescribed in this SAI. Investments and investment strategies with respect to the Fund are discussed in greater detail in thesection below entitled "Glossary of Investments, Techniques, Strategies and Their Risks."Generally, the policies and restrictions discussed in this SAI and in the prospectus apply when the Fund makes aninvestment. In most cases, the Fund is not required to sell an investment because circumstances change and theinvestment no longer meets one or more of the Fund's policies or restrictions. If a percentage restriction or limitation is metat the time of investment, a later increase or decrease in the percentage due to a change in the value of portfolioinvestments will not be considered a violation of the restriction or limitation, with the exception of the Fund's limitations onborrowing as described herein or unless otherwise noted herein.Incidental to the Fund’s other investment activities, including in connection with a bankruptcy, restructuring, workout, orother extraordinary events concerning a particular investment the Fund owns, the Fund may receive securities (includingconvertible securities, warrants and rights), real estate or other investments that the Fund normally would not, or could not,buy. If this happens, the Fund may, although it is not required to, sell such investments as soon as practicable while seekingto maximize the return to shareholders.The Fund has adopted certain investment restrictions as fundamental and non-fundamental policies. A fundamental policymay only be changed if the change is approved by (i) more than 50% of the Fund's outstanding shares or (ii) 67% or moreof the Fund's shares present at a shareholder meeting if more than 50% of the Fund's outstanding shares are representedat the meeting in person or by proxy, whichever is less. A non-fundamental policy may be changed without the approval ofshareholders.For more information about the restrictions of the Investment Company Act of 1940 (1940 Act) on the Fund with respect toborrowing and senior securities, see "Glossary of Investments, Techniques, Strategies and Their Risks – Borrowing” below.Fundamental Investment PoliciesThe Fund’s investment goal is long-term capital growth.The Fund may not:1. Borrow money, except to the extent permitted by the 1940 Act, or any rules, exemptions or interpretations thereunderthat may be adopted, granted or issued by the U.S. Securities and Exchange Commission (SEC).2. Act as an underwriter, except to the extent the Fund may be deemed to be an underwriter when disposing of securities itowns or when selling its own shares.3. Make loans if, as a result, more than 33 1/3% of its total assets would be lent to other persons, including otherinvestment companies to the extent permitted by the 1940 Act or any rules, exemptions or interpretations thereunder thatmay be adopted, granted or issued by the SEC. This limitation does not apply to (i) the lending of portfolio securities, (ii) thepurchase of debt securities, other debt instruments, loan participations and/or engaging in direct corporate loans inaccordance with its investment goals and policies, and (iii) repurchase agreements to the extent the entry into a repurchaseagreement is deemed to be a loan.4. Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments and provided thatthis restriction does not prevent the Fund from (i) purchasing or selling securities or instruments secured by real estate orinterests therein, securities or instruments representing interests in real estate or securities or instruments of issuers thatinvest, deal or otherwise engage in transactions in real estate or interests therein, and (ii) making, purchasing or selling realestate mortgage loans.5. Purchase or sell commodities, except to the extent permitted by the 1940 Act or any rules, exemptions or interpretationsthereunder that may be adopted, granted or issued by the SEC.6. Issue senior securities, except to the extent permitted by the 1940 Act or any rules, exemptions or interpretationsthereunder that may be adopted, granted or issued by the SEC.7. Concentrate (invest more than 25% of its net assets) in securities of issuers in a particular industry (other than securitiesissued or guaranteed by the U.S. government or any of its agencies or instrumentalities or securities of other investmentcompanies).8. Purchase the securities of any one issuer (other than the U.S. government or any of its agencies or instrumentalities orsecurities of other investment companies, whether registered or excluded from registration under Section 3(c) of the 1940Act) if immediately after such investment (i) more than 5% of the value of the Fund’s total assets would be invested in suchissuer or (ii) more than 10% of the outstanding voting securities of such issuer would be owned by the Fund, except that upto 25% of the value of the Fund’s total assets may be invested without regard to such 5% and 10% limitations.Although not part of the Fund’s fundamental

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investment restrictions, the restriction regarding making loans excepts from that restriction engaging “in direct corporateloans in accordance with the the Fund’s investment goals and policies.” In general, “direct corporate loans” or directinvestments in corporate loans are investments in new corporate loans where a fund may invest as an initial investor andhave a direct contractual relationship with the borrower (as opposed to a participation interest where the fund’s solecontractual relationship is with the seller of the interest).Non-Fundamental Investment PoliciesWith respect to fundamental investment restriction number 7 above, the Fund does not consider “securities of otherinvestment companies” to be an industry for purposes of the Fund’s concentration policy. To the extent the Fund invests inother investment companies, the Fund will look through to the underlying investments of such investment companies whenthe underlying portfolio securities can be reasonably determined.In addition, the Fund may not invest more than 20% of the Fund’s net assets in securities of companies that are not: (1)listed on a U.S. or foreign securities exchange; or (2) traded in over-the-counter markets regulated by the SEC or theFinancial Industry Regulatory Authority. This restriction will be applied on an ongoing basis, not just at the time ofinvestment.The Fund also may be subject to investment limitations imposed by foreign jurisdictions in which the Fund sells its shares.Additional StrategiesIn trying to achieve its investment goal, the Fund may invest in the types of instruments or engage in the types oftransactions identified below and in the section “Glossary of Investments, Techniques, Strategies and Their Risks,” whichalso describes the risks associated with these investment policies. The Fund may or may not use all of these techniques atany one time.The Fund may:• invest in debt securities invest in depositary receipts. For purposes of the Fund’s investment policies, the Fund’sinvestments in depositary receipts will be deemed to be investments in the underlying securities.• invest up to 100% of its total assets in securities of companies located or operating in developing market countries.However, the Fund, under current market conditions, intends to invest no more than 50% of its total assets in suchdeveloping market securities.• engage in equity-related derivatives including futures on equity securities and indices• enter into foreign currency forwards, including non-deliverable currency forwards, and buy and sell currency futurescontracts in an aggregate amount up to 100% of the Fund’s net assets.• buy and sell put and call options on exchange-traded and over-the-counter equity securities (including ETFs) and equityindices, in an amount up to 10% of the Fund’s total net assets.• purchase equity-linked notes in an amount of up to 10% of the Fund’s net assetsThe Fund will not acquire shares of other Franklin Templeton funds, other open-end funds or unit investment trusts inreliance on paragraph (F) or (G) of Section 12(d)(1) of the 1940 Act.Glossary of Investments, Techniques, Strategies and Their RisksCertain words or phrases may be used in descriptions of Fund investment policies and strategies to give investors ageneral sense of the Fund's levels of investment. They are broadly identified with, but not limited to, the followingpercentages of Fund total assets:

“small portion” less than 10%“portion” 10% to 25%“significant” 25% to 50%“substantial” 50% to 66%“primary” 66% to 80%“predominant” 80% or more

If the Fund intends to limit particular investments or strategies to no more than specific percentages of Fund assets, theprospectus or SAI will clearly identify such limitations. The percentages above are not limitations unless specifically statedas such in the Fund's prospectus or elsewhere in this SAI.The Fund may invest in securities that are rated by various rating agencies such as Moody's Investors Service (Moody's)

and S&P®

Global Ratings (S&P®), as well as securities that are unrated.

The value of your shares in the Fund will increase as the value of the investments owned by the Fund increases and willdecrease as the value of the Fund's investments decreases. In this way, you participate in any change in the value of theinvestments owned by the Fund. In addition to the factors that affect the value of any particular investment that the Fundowns, the value of the Fund's shares may also change with movement in the investment markets as a whole.The following is a description of various types of securities, instruments and techniques that may be purchased and/or usedby the Fund:

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Bank obligations Bank obligations include fixed, floating or variable rate certificates of deposit (CDs), letters of credit, timeand savings deposits, bank notes and bankers' acceptances. CDs are negotiable certificates issued against fundsdeposited in a commercial bank for a definite period of time and earning a specified return. Time deposits are non-negotiable deposits that are held in a banking institution for a specified period of time at a stated interest rate. Savingsdeposits are deposits that do not have a specified maturity and may be withdrawn by the depositor at any time. Bankers'acceptances are negotiable drafts or bills of exchange normally drawn by an importer or exporter to pay for specificmerchandise. When a bank “accepts” a bankers' acceptance, the bank, in effect, unconditionally agrees to pay the facevalue of the instrument upon maturity. The full amount of the Fund's investment in time and savings deposits or CDs maynot be guaranteed against losses resulting from the default of the commercial or savings bank or other institution insured bythe Federal Deposit Insurance Corporation (FDIC).Bank obligations are exempt from registration with the SEC if issued by U.S. banks or foreign branches of U.S. banks. As aresult, the Fund will not receive the same investor protections when investing in bank obligations as opposed to registeredsecurities. Bank notes and other unsecured bank obligations are not guaranteed by the FDIC, so the Fund will be exposedto the credit risk of the bank or institution. In the event of liquidation, bank notes and unsecured bank obligations generallyrank behind time deposits, savings deposits and CDs, resulting in a greater potential for losses to the Fund.The Fund’s investments in bank obligations may be negatively impacted if adverse economic conditions prevail in thebanking industry (such as substantial losses on loans, increases in non-performing assets and charge-offs and declines intotal deposits). The activities of U.S. banks and most foreign banks are subject to comprehensive regulations which, in thecase of U.S. regulations, have undergone substantial changes in the past decade. The enactment of new legislation orregulations, as well as changes in interpretation and enforcement of current laws, may affect the manner of operations andprofitability of domestic and foreign banks. Significant developments in the U.S. banking industry have included increasedcompetition from other types of financial institutions, increased acquisition activity and geographic expansion. Banks maybe particularly susceptible to certain economic factors, such as interest rate changes and adverse developments in themarket for real estate. Fiscal and monetary policy and general economic cycles can affect the availability and cost of funds,loan demand and asset quality and thereby impact the earnings and financial conditions of banks.Borrowing The 1940 Act and the SEC's current rules, exemptions and interpretations thereunder, permit the Fund toborrow up to one-third of the value of its total assets (including the amount borrowed, but less all liabilities andindebtedness not represented by senior securities) from banks. The Fund is required to maintain continuous assetcoverage of at least 300% with respect to such borrowings and to reduce the amount of its borrowings (within three daysexcluding Sundays and holidays) to restore such coverage if it should decline to less than 300% due to market fluctuationsor otherwise. In the event that the Fund is required to reduce its borrowings, it may have to sell portfolio holdings, even ifsuch sale of the Fund's holdings would be disadvantageous from an investment standpoint.If the Fund makes additional investments while borrowings are outstanding, this may be considered a form of leverage.Leveraging by means of borrowing may exaggerate the effect of any increase or decrease in the value of portfolio securitieson the Fund's net asset value, and money borrowed will be subject to interest and other costs (which may includecommitment fees and/or the cost of maintaining minimum average balances), which may or may not exceed the income orgains received from the securities purchased with borrowed funds.In addition to borrowings that are subject to 300% asset coverage and are considered by the SEC to be permitted “seniorsecurities,” the Fund is also permitted under the 1940 Act to borrow for temporary purposes in an amount not exceeding 5%of the value of its total assets at the time when the loan is made. A loan will be presumed to be for temporary purposes if itis repaid within 60 days and is not extended or renewed.Segregation of assets. Consistent with SEC staff guidance, financial instruments that involve the Fund's obligation to makefuture payments to third parties will not be viewed as creating any senior security provided that the Fund covers itsobligations as described below. Those financial instruments can include, among others, (i) securities purchased or sold on awhen-issued, delayed delivery, or to be announced basis, (ii) futures contracts, (iii) forward currency contracts, (iv) swaps,(v) written options, (vi) unfunded commitments, (vii) securities sold short, and (viii) reverse repurchase agreements.Consistent with SEC staff guidance, the Fund will consider its obligations involving such a financial instrument as “covered”when the Fund (1) maintains an offsetting financial position, or (2) segregates liquid assets (constituting cash, cashequivalents or other liquid portfolio securities) equal to the Fund’s exposures relating to the financial instrument, asdetermined on a daily basis. Dedicated Fund compliance policies and procedures, which the Fund's board has approved,govern the kinds of transactions that can be deemed to be offsetting positions for purposes of (1) above, and the amountsof assets that need to be segregated for purposes of (2) above (Asset Segregation Policies).

4



In the case of forward currency contracts, the Fund may offset the contracts for purposes of (1) above when thecounterparties, terms and amounts match; otherwise an appropriate amount of assets will be segregated consistent with (2)above. Segregated assets for purposes of (2) above are not required to be physically segregated from other Fund assets,but are segregated through appropriate notation on the books of the Fund or the Fund’s custodian.The Fund’s Asset Segregation Policies may require the Fund to sell a portfolio security or exit a transaction, including atransaction in a financial instrument, at a disadvantageous time or price in order for the Fund to be able to segregate therequired amount of assets. If segregated assets decline in value, the Fund will need to segregate additional assets orreduce its position in the financial instruments. In addition, segregated assets may not be available to satisfy redemptions orfor other purposes, until the Fund’s obligations under the financial instruments have been satisfied. In addition, the Fund’sability to use the financial instruments identified above may under some circumstances depend on the nature of theinstrument and amount of assets that the Asset Segregation Policies require the Fund to segregate.The Asset Segregation Policies provide, consistent with current SEC staff positions, that for futures and forward contractsthat require only cash settlement, and swap agreements that call for periodic netting between the Fund and its counterparty,the segregated amount is the net amount due under the contract, as determined daily on a mark-to-market basis. For otherkinds of futures, forwards and swaps, the Fund must segregate a larger amount of assets to cover its obligations, whichessentially limits the Fund’s ability to use these instruments. If the SEC staff changes its positions concerning thesegregation of the net amount due under certain forwards, futures and swap contracts, the ability of the Fund to use thefinancial instruments could be negatively affected.Convertible securities A convertible security is generally a debt obligation, preferred stock or other security that may beconverted within a specified period of time into a certain amount of common stock of the same or of a different issuer. Theconversion may occur at the option of the investor in or issuer of the security, or upon a predetermined event. A convertiblesecurity typically provides a fixed-income stream and the opportunity, through its conversion feature, to participate in thecapital appreciation resulting from a market price advance in its underlying common stock. As with a straight fixed-incomesecurity, a convertible security tends to increase in market value when interest rates decline and decrease in value wheninterest rates rise. Like a common stock, the value of a convertible security also tends to increase as the market value ofthe underlying stock rises, and it tends to decrease as the market value of the underlying stock declines. Because bothinterest rate and market movements can influence its value, a convertible security is usually not as sensitive to interest ratechanges as a similar fixed-income security, nor is it as sensitive to changes in share price as its underlying stock.Convertible securities are also subject to risks that affect debt securities in general.Although less than an investment in the underlying stock, the potential for gain on an investment in a convertible security isgreater than for similar non-convertible securities. As a result, a lower yield is generally offered on convertible securitiesthan on otherwise equivalent non-convertible securities. There is no guarantee that the Fund will realize gains on aconvertible security in excess of the foregone yield it accepts to invest in such convertible security.A convertible security is usually issued either by an operating company or by an investment bank. When issued by anoperating company, a convertible security tends to be senior to the company's common stock, but may be subordinate toother types of fixed-income securities issued by that company. When a convertible security issued by an operatingcompany is "converted," the operating company often issues new stock to the holder of the convertible security. However, ifthe convertible security is redeemable and the parity price of the convertible security is less than the call price, theoperating company may pay out cash instead of common stock.If the convertible security is issued by an investment bank or other sponsor, the security is an obligation of and isconvertible through, the issuing investment bank. However, the common stock received upon conversion is of a companyother than the investment bank or sponsor. The issuer of a convertible security may be important in determining thesecurity's true value. This is because the holder of a convertible security will have recourse only to the issuer.Convertible preferred stock. A convertible preferred stock is usually treated like a preferred stock for the Fund's financialreporting, credit rating and investment policies and limitations purposes. A preferred stock is subordinated to all debtobligations in the event of insolvency, and an issuer's failure to make a dividend payment is generally not an event ofdefault entitling the preferred shareholder to take action. A preferred stock generally has no maturity date, so that its marketvalue is dependent on the issuer's business prospects for an indefinite period of time. Distributions from preferred stock aredividends, rather than interest payments, and are usually treated as such for tax purposes. Investments in convertiblepreferred stock, as compared to the debt obligations of an issuer, generally increase the Fund's exposure to the credit riskof the issuer and market risk generally, because convertible preferred stock will fare more poorly if the issuer defaults ormarkets suffer.Enhanced convertible securities. In addition to "plain vanilla" convertible securities, a number of different structures havebeen created to fit the characteristics of specific investors and

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issuers. Examples of these features include yield enhancement, increased equity exposure or enhanced downsideprotection. From an issuer's perspective, enhanced structures are designed to meet balance sheet criteria, maximizeinterest/dividend payment deductibility and reduce equity dilution. Examples of enhanced convertible securities includemandatory convertible securities, convertible trust preferred securities, exchangeable securities, and zero coupon and deepdiscount convertible bonds.Risks. An investment in a convertible security may involve risks. The Fund may have difficulty disposing of such securitiesbecause there may be a thin trading market for a particular security at any given time. Reduced liquidity may have anadverse impact on market price and the Fund's ability to dispose of a security when necessary to meet the Fund's liquidityneeds or in response to a specific economic event, such as the deterioration in the creditworthiness of an issuer. Reducedliquidity in the secondary market for certain securities may also make it more difficult for the Fund to obtain marketquotations based on actual trades for purposes of valuing the Fund's portfolio. Although the Fund intends to acquireconvertible securities that the investment manager considers to be liquid (i.e., those securities that the investment managerdetermines may be sold on an exchange, or an institutional or other substantial market), there can be no assurances thatthis will be achieved. Certain securities and markets can become illiquid quickly, resulting in liquidity risk for the Fund. TheFund will also encounter difficulty valuing convertible securities due to illiquidity or other circumstances that make it difficultfor the Fund to obtain timely market quotations based on actual trades for convertible securities. Convertible securities mayhave low credit ratings, which generally correspond with higher credit risk to an investor like the Fund.Synthetic convertible securities. A synthetic convertible is created by combining distinct securities that together possess thetwo principal characteristics of a true convertible security, i.e., fixed income payments in the form of interest or dividendsand the right to acquire the underlying equity security. This combination is achieved by investing in nonconvertible debtsecurities and in warrants or stock or stock index call options which grant the holder the right to purchase a specifiedquantity of securities within a specified period of time at a specified price (or to receive cash, in the case of stock indexoptions). Synthetic convertibles are typically offered by financial institutions and investment banks in private placementtransactions. Upon conversion, the Fund generally receives an amount in cash equal to the difference between theconversion price and the then-current value of the underlying security. Synthetic convertible instruments may also includestructured notes, equity-linked notes, mandatory convertibles and combinations of securities and instruments.In addition to the general risks of convertible securities and the special risks of enhanced convertible securities, there arerisks unique to synthetic convertible securities. Synthetic convertible securities differ from true convertible securities inseveral respects. The value of a synthetic convertible security is the sum of the values of its debt security component andits convertibility component. Thus, the values of a synthetic convertible and a true convertible security will responddifferently to market fluctuations. Although the investment manager expects normally to create synthetic convertiblesecurities whose two components provide exposure to the same issuer, the character of a synthetic convertible allows theFund to combine components representing distinct issuers, or to combine a debt security with a call option on a stock index.In addition, the component parts of a synthetic convertible security may be purchased simultaneously or separately; and theholder of a synthetic convertible faces the risk that the price of the stock, or the level of the market index underlying theconvertibility component will decline. Exposure to more than one issuer or participant will increase the number of partiesupon which the investment depends and the complexity of that investment and, as a result, increase the Fund's credit riskand valuation risk.Debt securities - general description In general, a debt security represents a loan of money to the issuer by thepurchaser of the security. A debt security typically has a fixed payment schedule that obligates the issuer to pay interest tothe lender and to return the lender's money over a certain time period. A company typically meets its payment obligationsassociated with its outstanding debt securities before it declares and pays any dividend to holders of its equity securities.Bonds, notes and commercial paper are examples of debt securities and differ in the length of the issuer's principalrepayment schedule, with bonds carrying the longest repayment schedule and commercial paper the shortest:Bonds. A bond is a debt security in which investors lend money to an entity that borrows for a defined period of time,usually a period of more than five years, at a specified interest rate.Commercial paper. Commercial paper is an unsecured, short-term loan to a corporation, typically for financing accountsreceivable and inventory with maturities of up to 270 days.Debentures. A debenture is an unsecured debt security backed only by the creditworthiness of the borrower, not bycollateral.Bills. A bill is a short-term debt instrument, usually with a maturity of two years or less.Notes. A note is a debt security usually with a maturity of up to ten years.For purposes of the discussion in this SAI of the risks of investing in debt securities generally, loans or other short-

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term instruments, which otherwise may not technically be considered securities, are included.Debt securities are all generally subject to interest rate, credit, income and prepayment risks and, like all investments, aresubject to liquidity and market risks to varying degrees depending upon the specific terms and type of security. The Fund'sinvestment manager attempts to reduce credit and market risk through diversification of the Fund's portfolio and ongoingcredit analysis of each issuer, as well as by monitoring economic developments, but there can be no assurance that it willbe successful at doing so.Defaulted debt securities If the issuer of a debt security in the Fund's portfolio defaults, the Fund may have unrealizedlosses on the security, which may lower the Fund's net asset value. Defaulted securities tend to lose much of their valuebefore they default. Thus, the Fund's net asset value may be adversely affected before an issuer defaults. The Fund mayincur additional expenses if it tries to recover principal or interest payments on a defaulted security. Defaulted debtsecurities often are illiquid. An investment in defaulted debt securities is generally considered speculative and may exposethe Fund to similar risks as an investment in high-yield debt.The Fund may buy defaulted debt securities. The Fund is not required to sell a debt security that has defaulted if theinvestment manager believes it is advantageous to continue holding the security.Depositary receipts Many securities of foreign issuers are represented by American Depositary Receipts (ADRs), GlobalDepositary Receipts (GDRs), and European Depositary Receipts (EDRs) (collectively, depositary receipts). Generally,depositary receipts in registered form are designed for use in the U.S. securities market and depositary receipts in bearerform are designed for use in securities markets outside the U.S.ADRs evidence ownership of, and represent the right to receive, securities of foreign issuers deposited in a domestic bankor trust company or a foreign correspondent bank. Prices of ADRs are quoted in U.S. dollars, and ADRs are traded in theU.S. on exchanges or over-the-counter. While ADRs do not eliminate all the risks associated with foreign investments, byinvesting in ADRs rather than directly in the stock of foreign issuers, the Fund will avoid currency and certain foreign markettrading risks during the settlement period for either purchases or sales. In general, there is a large, liquid market in the U.S.for ADRs quoted on a national securities exchange. The information available for ADRs is subject to the accounting,auditing and financial reporting standards of the U.S. market or exchange on which they are traded, which standards aregenerally more uniform and more exacting than those to which many foreign issuers may be subject.EDRs and GDRs are typically issued by foreign banks or trust companies and evidence ownership of underlying securitiesissued by either a foreign or a U.S. corporation. EDRs and GDRs may not necessarily be denominated in the samecurrency as the underlying securities into which they may be converted. The underlying shares are held in trust by acustodian bank or similar financial institution in the issuer's home country. If the issuer's home country does not havedeveloped financial markets, the Fund could be exposed to the credit risk of the custodian or financial institution and greatermarket risk. The depository bank may not have physical custody of the underlying securities at all times and may chargefees for various services, including forwarding dividends and interest, and processing corporate actions. The Fund would beexpected to pay a share of the additional fees, which it would not pay if investing directly in the foreign securities. The Fundmay experience delays in receiving its dividend and interest payments or exercising rights as a shareholder.Depositary receipts may reduce some but not eliminate all the risks inherent in investing in the securities of foreign issuers.Depositary receipts are still subject to the political and economic risks of the underlying issuer's country and are still subjectto foreign currency exchange risk. Depositary receipts will be issued under sponsored or unsponsored programs. Insponsored programs, an issuer has made arrangements to have its securities traded in the form of depositary receipts. Inunsponsored programs, the issuer may not be directly involved in the creation of the program. Although regulatoryrequirements with respect to sponsored and unsponsored programs are generally similar, in some cases it may be easier toobtain financial information about an issuer that has participated in the creation of a sponsored program. There may be anincreased possibility of untimely responses to certain corporate actions of the issuer, such as stock splits and rightsofferings, in an unsponsored program. Accordingly, there may be less information available regarding issuers of securitiesunderlying unsponsored programs and there may not be a correlation between this information and the market value of thedepositary receipts. If the Fund's investment depends on obligations being met by the arranger as well as the issuer of anunsponsored program, the Fund will be exposed to additional credit risk.Derivative instruments Generally, derivatives are financial instruments whose value depends on or is derived from, thevalue of one or more underlying assets, reference rates, or indices or other market factors (a "reference instrument") andmay relate to stocks, bonds, interest rates, credit, currencies, commodities or related indices. Derivative instruments canprovide an efficient means to gain or reduce exposure to the value of a reference instrument without actually owning orselling the instrument. Some common types of derivatives include options, futures, forwards and swaps.

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Derivative instruments may be used for “hedging,” which means that they may be used when the investment managerseeks to protect the Fund's investments from a decline in value resulting from changes to interest rates, market prices,currency fluctuations or other market factors. Derivative instruments may also be used for other purposes, including to seekto increase liquidity, provide efficient portfolio management, broaden investment opportunities (including taking short ornegative positions), implement a tax or cash management strategy, gain exposure to a particular security or segment of themarket, modify the effective duration of the Fund's portfolio investments and/or enhance total return. However derivativeinstruments are used, their successful use is not assured and will depend upon, among other factors, the investmentmanager's ability to gauge relevant market movements.Derivative instruments may be used for purposes of direct hedging. Direct hedging means that the transaction must beintended to reduce a specific risk exposure of a portfolio security or its denominated currency and must also be directlyrelated to such security or currency. The Fund’s use of derivative instruments may be limited from time to time by policiesadopted by the board of trustees or the Fund’s investment manager.Because some derivative instruments used by the Fund may oblige the Fund to make payments or incur additionalobligations in the future, the SEC requires investment companies to “cover” or segregate liquid assets equal to the potentialexposure created by such derivatives. The obligation to cover or segregate such assets is described more fully under"Borrowing" in this SAI.On October 28, 2020, the SEC adopted new Rule 18f-4 under the 1940 Act, with a compliance date of August 19, 2022,which governs the use of derivatives by registered investment companies. Rule 18f-4 imposes limits on the amount ofderivatives a fund can enter into and will replace the asset segregation framework previously used by funds to comply withSection 18 of the 1940 Act. Unless the Fund qualifies as a “limited derivatives user” as defined in Rule 18f-4, Rule 18f-4would, among other things, require the Fund to establish a comprehensive derivatives risk management program, to complywith certain value-at-risk (“VaR”) based leverage limits, to appoint a derivatives risk manager, and to provide additionaldisclosure both publicly and to the SEC regarding its derivatives positions. For funds that qualify as limited derivativesusers, Rule 18f-4 requires a fund to have policies and procedures to manage its derivatives risk. Leveraged or inversefunds will generally be subject to Rule 18f-4 like other funds, including the requirement to comply with the VaR-based limiton fund leverage risk, unless subject to the exception.Exclusion of investment manager from commodity pool operator definition. With respect to the Fund, the investmentmanager has claimed an exclusion from the definition of “commodity pool operator” (CPO) under the Commodity ExchangeAct (CEA) and the rules of the Commodity Futures Trading Commission (CFTC) and, therefore, is not subject to CFTCregistration or regulation as a CPO. In addition, with respect to the Fund, the investment manager is relying upon a relatedexclusion from the definition of “commodity trading advisor” (CTA) under the CEA and the rules of the CFTC.The terms of the CPO exclusion require the Fund, among other things, to adhere to certain limits on its investments in“commodity interests.” Commodity interests include commodity futures, commodity options and swaps, which in turn includenon-deliverable currency forward contracts, as further described below. Because the investment manager and the Fundintend to comply with the terms of the CPO exclusion, the Fund may, in the future, need to adjust its investment strategies,consistent with its investment goal, to limit its investments in these types of instruments. The Fund is not intended as avehicle for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed norapproved the investment manager’s reliance on these exclusions, or the Fund, its investment strategies or this SAI.Generally, the exclusion from CPO regulation on which the investment manager relies requires the Fund to meet one of thefollowing tests for its commodity interest positions, other than positions entered into for bona fide hedging purposes (asdefined in the rules of the CFTC): either (1) the aggregate initial margin and premiums required to establish the Fund’spositions in commodity interests may not exceed 5% of the liquidation value of the Fund’s portfolio (after taking into accountunrealized profits and unrealized losses on any such positions); or (2) the aggregate net notional value of the Fund’scommodity interest positions, determined at the time the most recent such position was established, may not exceed 100%of the liquidation value of the Fund’s portfolio (after taking into account unrealized profits and unrealized losses on any suchpositions). In addition to meeting one of these trading limitations, the Fund may not be marketed as a commodity pool orotherwise as a vehicle for trading in the commodity futures, commodity options or swaps markets. If, in the future, the Fundcan no longer satisfy these requirements, the investment manager would withdraw its notice claiming an exclusion from thedefinition of a CPO, and the investment manager would be subject to registration and regulation as a CPO with respect tothe Fund, in accordance with CFTC rules that apply to CPOs of registered investment companies. Generally, these rulesallow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on the investmentmanager’s compliance with comparable SEC requirements. However, as a result of CFTC regulation with respect to theFund, the Fund may incur additional compliance and other expenses.

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Currency forward contracts. A currency forward contract is an obligation to purchase or sell a specific non-U.S. currency inexchange for another currency, which may be U.S. dollars, at an agreed exchange rate (price) at a future date. Currencyforwards are typically individually negotiated and privately traded by currency traders and their customers in the interbankmarket. A cross currency forward is a forward contract to sell a specific non-U.S. currency in exchange for another non-U.S.currency and may be used when the price of one of those non-U.S. currencies is expected to experience a substantialmovement against the other non-U.S. currency. A currency forward contract will tend to reduce or eliminate exposure to thecurrency that is sold, and increase exposure to the currency that is purchased, similar to when the Fund sells a securitydenominated in one currency and purchases a security denominated in another currency. For example, the Fund may enterinto a forward contract when it owns a security that is denominated in a non-U.S. currency and desires to “lock in” the U.S.dollar value of the security. In addition, when the Fund’s investment manager believes that a specific foreign currency mayexperience a substantial movement against another foreign currency, the Fund may enter into a cross currency forwardcontract to buy or sell, as appropriate, an amount of the foreign currency either: (a) approximating the value of some or allof its portfolio securities denominated in such currency (this investment practice generally is referred to as “cross-hedging”);(b) designed to derive a level of additional income or return that the Fund’s investment manager seeks to achieve for theFund; (c) to increase liquidity; or (d) to gain exposure to a currency in a more efficient or less expensive way. The Fund mayalso engage in “proxy hedging.” Proxy hedging entails entering into a forward contract to buy or sell a currency whosechanges in value are generally considered to perform similarly to a currency or currencies in which some or all of the Fund’sportfolio securities are or are expected to be denominated. Proxy hedging is often used when the currency to which theFund’s portfolio is exposed is difficult to hedge or to hedge against the U.S. dollar and therefore another currency is used asa “proxy” for such currency.At the maturity of a currency or cross currency forward, the Fund may either exchange the currencies specified at thematurity of a forward contract or, prior to maturity, the Fund may enter into a closing transaction involving the purchase orsale of an offsetting contract. Closing transactions with respect to forward contracts are usually effected with thecounterparty to the original forward contract. The Fund may also enter into forward contracts that do not provide for physicalsettlement of the two currencies but instead provide for settlement by a single cash payment calculated as the differencebetween the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards).Under definitions adopted by the CFTC and SEC, non-deliverable forwards are considered swaps, and therefore areincluded in the definition of “commodity interests.” Although non-deliverable forwards have historically been traded in theover-the-counter (OTC) market, as swaps they may in the future be required to be centrally cleared and traded on publicfacilities. For more information on central clearing and trading of cleared swaps, see "Cleared swaps," "Risks of clearedswaps," "Comprehensive swaps regulation" and "Developing government regulation of derivatives." Currency and crosscurrency forwards that qualify as deliverable forwards are not regulated as swaps for most purposes, and are not includedin the definition of “commodity interests.” However these forwards are subject to some requirements applicable to swaps,including reporting to swap data repositories, documentation requirements, and business conduct rules applicable to swapdealers.CFTC regulation of currency and cross currency forwards, especially non-deliverable forwards, may restrict the Fund’sability to use these instruments in the manner described above or subject the investment manager to CFTC registration andregulation as a CPO.Risks of currency forward contracts. The successful use of these transactions will usually depend on the investmentmanager’s ability to accurately forecast currency exchange rate movements. Should exchange rates move in anunexpected manner, the Fund may not achieve the anticipated benefits of the transaction, or it may realize losses. Inaddition, these techniques could result in a loss if the counterparty to the transaction does not perform as promised,including because of the counterparty’s bankruptcy or insolvency. While the Fund uses only counterparties that meet itscredit quality standards, in unusual or extreme market conditions, a counterparty’s creditworthiness and ability to performmay deteriorate rapidly, and the availability of suitable replacement counterparties may become limited. Moreover, investorsshould bear in mind that the Fund is not obligated to actively engage in hedging or other currency transactions. Forexample, the Fund may not have attempted to hedge its exposure to a particular foreign currency at a time when doing somight have avoided a loss.Currency forward contracts may limit potential gain from a positive change in the relationship between the U.S. dollar andforeign currencies. Unanticipated changes in currency prices may result in poorer overall performance for the Fund than if ithad not engaged in such contracts. Moreover, there may be an imperfect correlation between the Fund’s portfolio holdingsof securities denominated in a particular currency and the currencies bought or sold in the forward contracts entered into bythe Fund. This imperfect correlation may cause the Fund to sustain losses that will prevent the Fund from achieving acomplete hedge or expose the Fund to risk of foreign exchange loss.

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Futures contracts. Generally, a futures contract is a standard binding agreement to buy or sell a specified quantity of anunderlying reference instrument, such as a specific security, currency or commodity, at a specified price at a specified laterdate. A “sale” of a futures contract means the acquisition of a contractual obligation to deliver the underlying referenceinstrument called for by the contract at a specified price on a specified date. A “purchase” of a futures contract means theacquisition of a contractual obligation to acquire the underlying reference instrument called for by the contract at a specifiedprice on a specified date. The purchase or sale of a futures contract will allow the Fund to increase or decrease itsexposure to the underlying reference instrument without having to buy the actual instrument.The underlying reference instruments to which futures contracts may relate include non-U.S. currencies, interest rates,stock and bond indices and debt securities, including U.S. government debt obligations. In certain types of futurescontracts, the underlying reference instrument may be a swap agreement. For more information about swap agreementsgenerally, see "Swaps" below. In most cases the contractual obligation under a futures contract may be offset, or “closedout,” before the settlement date so that the parties do not have to make or take delivery. The closing out of a contractualobligation is usually accomplished by buying or selling, as the case may be, an identical, offsetting futures contract. Thistransaction, which is effected through a member of an exchange, cancels the obligation to make or take delivery of theunderlying instrument or asset. Although some futures contracts by their terms require the actual delivery or acquisition ofthe underlying instrument or asset, some require cash settlement.Futures contracts may be bought and sold on U.S. and non-U.S. exchanges. Futures contracts in the U.S. have beendesigned by exchanges that have been designated “contract markets” by the CFTC and must be executed through afutures commission merchant (FCM), which is a brokerage firm that is a member of the relevant contract market. Eachexchange guarantees performance of the contracts as between the clearing members of the exchange, thereby reducingthe risk of counterparty default. Futures contracts may also be entered into on certain exempt markets, including exemptboards of trade and electronic trading facilities, available to certain market participants. Because all transactions in thefutures market are made, offset or fulfilled by an FCM through a clearinghouse associated with the exchange on which thecontracts are traded, the Fund will incur brokerage fees when it buys or sells futures contracts.The Fund generally buys and sells futures contracts only on contract markets (including exchanges or boards of trade)where there appears to be an active market for the futures contracts, but there is no assurance that an active market willexist for any particular contract or at any particular time. An active market makes it more likely that futures contracts will beliquid and bought and sold at competitive market prices. In addition, many of the futures contracts available may berelatively new instruments without a significant trading history. As a result, there can be no assurance that an active marketwill develop or continue to exist.When the Fund enters into a futures contract, it must deliver to an account controlled by the FCM (that has been selectedby the Fund), an amount referred to as “initial margin” that is typically calculated as an amount equal to the volatility inmarket value of a contract over a fixed period. Initial margin requirements are determined by the respective exchanges onwhich the futures contracts are traded and the FCM. Thereafter, a “variation margin” amount may be required to be paid bythe Fund or received by the Fund in accordance with margin controls set for such accounts, depending upon changes in themarked-to-market value of the futures contract. The account is marked-to-market daily and the variation margin ismonitored by the Fund’s investment manager and custodian on a daily basis. When the futures contract is closed out, if theFund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss inexcess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to theFund. If the Fund has a gain, the full margin amount and the amount of the gain is paid to the Fund.Some futures contracts provide for the delivery of securities that are different than those that are specified in the contract.For a futures contract for delivery of debt securities, on the settlement date of the contract, adjustments to the contract canbe made to recognize differences in value arising from the delivery of debt securities with a different interest rate from thatof the particular debt securities that were specified in the contract. In some cases, securities called for by a futures contractmay not have been issued when the contract was written.Risks of futures contracts. The Fund’s use of futures contracts is subject to the risks associated with derivative instrumentsgenerally. In addition, a purchase or sale of a futures contract may result in losses to the Fund in excess of the amount thatthe Fund delivered as initial margin. Because of the relatively low margin deposits required, futures trading involves a highdegree of leverage; as a result, a relatively small price movement in a futures contract may result in immediate andsubstantial loss, or gain, to the Fund. In addition, if the Fund has insufficient cash to meet daily variation marginrequirements or close out a futures position, it may have to sell securities from its portfolio at a time when it may bedisadvantageous to do so. Adverse market movements could cause the Fund to experience substantial losses on aninvestment in a futures contract.There is a risk of loss by the Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with

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which the Fund has an open position in a futures contract. The assets of the Fund may not be fully protected in the event ofthe bankruptcy of the FCM or central counterparty because the Fund might be limited to recovering only a pro rata share ofall available funds and margin segregated on behalf of an FCM’s customers. If the FCM does not provide accuratereporting, the Fund is also subject to the risk that the FCM could use the Fund’s assets, which are held in an omnibusaccount with assets belonging to the FCM’s other customers, to satisfy its own financial obligations or the paymentobligations of another customer to the central counterparty.The Fund may not be able to properly hedge or effect its strategy when a liquid market is unavailable for the futurescontract the Fund wishes to close, which may at times occur. In addition, when futures contracts are used for hedging, theremay be an imperfect correlation between movements in the prices of the underlying reference instrument on which thefutures contract is based and movements in the prices of the assets sought to be hedged.If the investment manager’s investment judgment about the general direction of market prices or interest or currencyexchange rates is incorrect, the Fund’s overall performance will be poorer than if it had not entered into a futures contract.For example, if the Fund has purchased futures to hedge against the possibility of an increase in interest rates that wouldadversely affect the price of bonds held in its portfolio and interest rates instead decrease, the Fund will lose part or all ofthe benefit of the increased value of the bonds which it has hedged. This is because its losses in its futures positions willoffset some or all of its gains from the increased value of the bonds.The difference (called the “spread”) between prices in the cash market for the purchase and sale of the underlyingreference instrument and the prices in the futures market is subject to fluctuations and distortions due to differences in thenature of those two markets. First, all participants in the futures market are subject to initial deposit and variation marginrequirements. Rather than meeting additional variation margin requirements, investors may close futures contracts throughoffsetting transactions that could distort the normal pricing spread between the cash and futures markets. Second, theliquidity of the futures markets depends on participants entering into offsetting transactions rather than making or takingdelivery of the underlying instrument. To the extent participants decide to make or take delivery, liquidity in the futuresmarket could be reduced, resulting in pricing distortion. Third, from the point of view of speculators, the margin depositrequirements that apply in the futures market are less onerous than similar margin requirements in the securities market.Therefore, increased participation by speculators in the futures market may cause temporary price distortions. When suchdistortions occur, a correct forecast of general trends in the price of an underlying reference instrument by the investmentmanager may still not necessarily result in a profitable transaction.Futures contracts that are traded on non-U.S. exchanges may not be as liquid as those purchased on CFTC-designatedcontract markets. In addition, non-U.S. futures contracts may be subject to varied regulatory oversight. The price of anynon-U.S. futures contract and, therefore, the potential profit and loss thereon, may be affected by any change in the non-U.S. exchange rate between the time a particular order is placed and the time it is liquidated, offset or exercised.The CFTC and the various exchanges have established limits referred to as “speculative position limits” on the maximumnet long or net short position that any person, such as the Fund, may hold or control in a particular futures contract. Tradinglimits are also imposed on the maximum number of contracts that any person may trade on a particular trading day. Anexchange may order the liquidation of positions found to be in violation of these limits and it may impose other sanctions orrestrictions. The regulation of futures, as well as other derivatives, is a rapidly changing area of law.Futures exchanges may also limit the amount of fluctuation permitted in certain futures contract prices during a singletrading day. This daily limit establishes the maximum amount that the price of a futures contract may vary either up or downfrom the previous day’s settlement price. Once the daily limit has been reached in a futures contract subject to the limit, nomore trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during aparticular trading day and does not limit potential losses because the limit may prevent the liquidation of unfavorablepositions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days withlittle or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts tosubstantial losses.Options. An option is a contract that gives the purchaser of the option, in return for the premium paid, the right to buy anunderlying reference instrument, such as a specified security, currency, index, or other instrument, from the writer of theoption (in the case of a call option), or to sell a specified reference instrument to the writer of the option (in the case of a putoption) at a designated price during the term of the option. The premium paid by the buyer of an option will reflect, amongother things, the relationship of the exercise price to the market price and the volatility of the underlying referenceinstrument, the remaining term of the option, supply, demand, interest rates and/or currency exchange rates. An Americanstyle put or call option may be exercised at any time during the option period while a European style put or call option maybe exercised only upon expiration or during a fixed period prior thereto. Put and call options are traded on nationalsecurities exchanges and in the OTC market.

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Options traded on national securities exchanges are within the jurisdiction of the SEC or other appropriate nationalsecurities regulator, as are securities traded on such exchanges. As a result, many of the protections provided to traders onorganized exchanges will be available with respect to such transactions. In particular, all option positions entered into on anational securities exchange in the United States are cleared and guaranteed by the Options Clearing Corporation, therebyreducing the risk of counterparty default. Furthermore, a liquid secondary market in options traded on a national securitiesexchange may be more readily available than in the OTC market, potentially permitting the Fund to liquidate open positionsat a profit prior to exercise or expiration, or to limit losses in the event of adverse market movements. There is noassurance, however, that higher than anticipated trading activity or other unforeseen events might not temporarily renderthe capabilities of the Options Clearing Corporation inadequate, and thereby result in the exchange instituting specialprocedures which may interfere with the timely execution of the Fund’s orders to close out open options positions.Purchasing call and put options. As the buyer of a call option, the Fund has a right to buy the underlying referenceinstrument (e.g., a currency or security) at the exercise price at any time during the option period (for American styleoptions). The Fund may enter into closing sale transactions with respect to call options, exercise them, or permit them toexpire. For example, the Fund may buy call options on underlying reference instruments that it intends to buy with the goalof limiting the risk of a substantial increase in their market price before the purchase is effected. Unless the price of theunderlying reference instrument changes sufficiently, a call option purchased by the Fund may expire without any value tothe Fund, in which case the Fund would experience a loss to the extent of the premium paid for the option plus relatedtransaction costs.As the buyer of a put option, the Fund has the right to sell the underlying reference instrument at the exercise price at anytime during the option period (for American style options). Like a call option, the Fund may enter into closing saletransactions with respect to put options, exercise them or permit them to expire. The Fund may buy a put option on anunderlying reference instrument owned by the Fund (a protective put) as a hedging technique in an attempt to protectagainst an anticipated decline in the market value of the underlying reference instrument. Such hedge protection isprovided only during the life of the put option when the Fund, as the buyer of the put option, is able to sell the underlyingreference instrument at the put exercise price, regardless of any decline in the underlying instrument’s market price. TheFund may also seek to offset a decline in the value of the underlying reference instrument through appreciation in the valueof the put option. A put option may also be purchased with the intent of protecting unrealized appreciation of an instrumentwhen the investment manager deems it desirable to continue to hold the instrument because of tax or other considerations.The premium paid for the put option and any transaction costs would reduce any short-term capital gain that may beavailable for distribution when the instrument is eventually sold. Buying put options at a time when the buyer does not ownthe underlying reference instrument allows the buyer to benefit from a decline in the market price of the underlyingreference instrument, which generally increases the value of the put option.If a put option was not terminated in a closing sale transaction when it has remaining value, and if the market price of theunderlying reference instrument remains equal to or greater than the exercise price during the life of the put option, thebuyer would not make any gain upon exercise of the option and would experience a loss to the extent of the premium paidfor the option plus related transaction costs. In order for the purchase of a put option to be profitable, the market price of theunderlying reference instrument must decline sufficiently below the exercise price to cover the premium and transactioncosts.Writing call and put options. Writing options may permit the writer to generate additional income in the form of the premiumreceived for writing the option. The writer of an option may have no control over when the underlying reference instrumentsmust be sold (in the case of a call option) or purchased (in the case of a put option) because the writer may be notified ofexercise at any time prior to the expiration of the option (for American style options). In general, though, options areinfrequently exercised prior to expiration. Whether or not an option expires unexercised, the writer retains the amount of thepremium. Writing “covered” call options means that the writer owns the underlying reference instrument that is subject tothe call option. Call options may also be written on reference instruments that the writer does not own.If the Fund writes a covered call option, any underlying reference instruments that are held by the Fund and are subject tothe call option will be earmarked on the books of the Fund as segregated to satisfy its obligations under the option. TheFund will be unable to sell the underlying reference instruments that are subject to the written call option until it eithereffects a closing transaction with respect to the written call, or otherwise satisfies the conditions for release of theunderlying reference instruments from segregation. As the writer of a covered call option, the Fund gives up the potential forcapital appreciation above the exercise price of the option should the underlying reference instrument rise in value. If thevalue of the underlying reference instrument rises above the exercise price of the call option, the reference instrument willlikely be “called away,” requiring the Fund to sell the underlying instrument at the exercise price. In that case, the Fund willsell the underlying reference instrument to the option buyer for less than its

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market value, and the Fund will experience a loss (which will be offset by the premium received by the Fund as the writer ofsuch option). If a call option expires unexercised, the Fund will realize a gain in the amount of the premium received. If themarket price of the underlying reference instrument decreases, the call option will not be exercised and the Fund will beable to use the amount of the premium received to hedge against the loss in value of the underlying reference instrument.The exercise price of a call option will be chosen based upon the expected price movement of the underlying referenceinstrument. The exercise price of a call option may be below, equal to (at-the-money), or above the current value of theunderlying reference instrument at the time the option is written.As the writer of a put option, the Fund has a risk of loss should the underlying reference instrument decline in value. If thevalue of the underlying reference instrument declines below the exercise price of the put option and the put option isexercised, the Fund, as the writer of the put option, will be required to buy the instrument at the exercise price, which willexceed the market value of the underlying reference instrument at that time. The Fund will incur a loss to the extent that thecurrent market value of the underlying reference instrument is less than the exercise price of the put option. However, theloss will be offset in part by the premium received from the buyer of the put. If a put option written by the Fund expiresunexercised, the Fund will realize a gain in the amount of the premium received.Closing out options (exchange-traded options). If the writer of an option wants to terminate its obligation, the writer mayeffect a “closing purchase transaction” by buying an option of the same series as the option previously written. The effect ofthe purchase is that the clearing corporation will cancel the option writer’s position. However, a writer may not effect aclosing purchase transaction after being notified of the exercise of an option. Likewise, the buyer of an option may recoverall or a portion of the premium that it paid by effecting a “closing sale transaction” by selling an option of the same series asthe option previously purchased and receiving a premium on the sale. There is no guarantee that either a closing purchaseor a closing sale transaction may be made at a time desired by the Fund. Closing transactions allow the Fund to terminateits positions in written and purchased options. The Fund will realize a profit from a closing transaction if the price of thetransaction is less than the premium received from writing the original option (in the case of written options) or is more thanthe premium paid by the Fund to buy the option (in the case of purchased options). For example, increases in the marketprice of a call option sold by the Fund will generally reflect increases in the market price of the underlying referenceinstrument. As a result, any loss resulting from a closing transaction on a written call option is likely to be offset in whole orin part by appreciation of the underlying instrument owned by the Fund.Over-the-counter (OTC) options. Like exchange-traded options, OTC options give the holder the right to buy from the writer,in the case of OTC call options, or sell to the writer, in the case of OTC put options, an underlying reference instrument at astated exercise price. OTC options, however, differ from exchange-traded options in certain material respects.OTC options are arranged directly with dealers and not with a clearing corporation or exchange. Consequently, there is arisk of non-performance by the dealer, including because of the dealer’s bankruptcy or insolvency. While the Fund uses onlycounterparties, such as dealers, that meet its credit quality standards, in unusual or extreme market conditions, acounterparty’s creditworthiness and ability to perform may deteriorate rapidly, and the availability of suitable replacementcounterparties may become limited. Because there is no exchange, pricing is typically done based on information frommarket makers or other dealers. OTC options are available for a greater variety of underlying reference instruments and ina wider range of expiration dates and exercise prices than exchange-traded options.There can be no assurance that a continuous liquid secondary market will exist for any particular OTC option at any specifictime. The Fund may be able to realize the value of an OTC option it has purchased only by exercising it or entering into aclosing sale transaction with the dealer that issued it. When the Fund writes an OTC option, it generally can close out thatoption prior to its expiration only by entering into a closing purchase transaction with the dealer with which the Fundoriginally wrote the option. The Fund may suffer a loss if it is not able to exercise (in the case of a purchased option) orenter into a closing sale transaction on a timely basis.The Fund understands that the staff of the SEC has taken the position that purchased OTC options on securities areconsidered illiquid securities and that the assets segregated to cover the Fund's obligation under an OTC option onsecurities it has written are considered illiquid. Pending a change in the staff’s position, the Fund will treat such OTCoptions on securities and “covering” assets as illiquid and subject to the Fund’s limitation on illiquid securities.Risks of options. The Fund’s options investments involve certain risks, including general risks related to derivativeinstruments. There can be no assurance that a liquid secondary market on an exchange will exist for any particular option,or at any particular time, and the Fund may have difficulty effecting closing transactions in particular options. Therefore, theFund would have to exercise the options it purchased in order to realize any profit, thus taking or making delivery of theunderlying reference instrument when not desired. The Fund could then incur transaction costs upon the sale of theunderlying reference instruments. Similarly, when the Fund cannot effect a closing transaction with respect to a

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put option it wrote, and the buyer exercises, the Fund would be required to take delivery and would incur transaction costsupon the sale of the underlying reference instruments purchased. If the Fund, as a covered call option writer, is unable toeffect a closing purchase transaction in a secondary market, it will not be able to sell the underlying reference instrumentuntil the option expires, it delivers the underlying instrument upon exercise, or it segregates enough liquid assets topurchase the underlying reference instrument at the marked-to-market price during the term of the option. When tradingoptions on non-U.S. exchanges or in the OTC market, many of the protections afforded to exchange participants will not beavailable. For example, there may be no daily price fluctuation limits, and adverse market movements could thereforecontinue to an unlimited extent over an indefinite period of time.The effectiveness of an options strategy for hedging depends on the degree to which price movements in the underlyingreference instruments correlate with price movements in the relevant portion of the Fund’s portfolio that is being hedged. Inaddition, the Fund bears the risk that the prices of its portfolio investments will not move in the same amount as the option ithas purchased or sold for hedging purposes, or that there may be a negative correlation that would result in a loss on boththe investments and the option. If the investment manager is not successful in using options in managing the Fund’sinvestments, the Fund’s performance will be worse than if the investment manager did not employ such strategies.Combined transactions. The Fund may enter into multiple derivative instruments, and any combination of derivativeinstruments as part of a single or combined strategy (a Combined Transaction) when, in the opinion of the investmentmanager, it is in the best interests of the Fund to do so. A Combined Transaction will usually contain elements of risk thatare present in each of its component transactions.Although Combined Transactions are normally entered into based on the investment manager’s judgment that thecombined strategies will reduce risk or otherwise more effectively achieve the desired portfolio management goal(s), it ispossible that the combination will instead increase such risks or hinder achievement of the portfolio management objective.Developing government regulation of derivatives. The regulation of cleared and uncleared swaps, as well as otherderivatives, is a rapidly changing area of law and is subject to modification by government and judicial action. In addition,the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency,including, for example, the implementation or reduction of speculative position limits, the implementation of higher marginrequirements, the establishment of daily price limits and the suspension of trading.It is not possible to predict fully the effects of current or future regulation. However, it is possible that developments ingovernment regulation of various types of derivative instruments, such as speculative position limits on certain types ofderivatives, or limits or restrictions on the counterparties with which the Fund engages in derivative transactions, may limitor prevent the Fund from using or limit the Fund’s use of these instruments effectively as a part of its investment strategy,and could adversely affect the Fund’s ability to achieve its investment goal(s). The investment manager will continue tomonitor developments in the area, particularly to the extent regulatory changes affect the Fund’s ability to enter into desiredswap agreements. New requirements, even if not directly applicable to the Fund, may increase the cost of the Fund’sinvestments and cost of doing business.Swaps. Generally, swap agreements are contracts between the Fund and another party (the swap counterparty) involvingthe exchange of payments on specified terms over periods ranging from a few days to multiple years. A swap agreementmay be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, in some instances, mustbe transacted through an FCM and cleared through a clearinghouse that serves as a central counterparty (for a clearedswap). In a basic swap transaction, the Fund agrees with the swap counterparty to exchange the returns (or differentials inrates of return) and/or cash flows earned or realized on a particular “notional amount” or value of predetermined underlyingreference instruments. The notional amount is the set dollar or other value selected by the parties to use as the basis onwhich to calculate the obligations that the parties to a swap agreement have agreed to exchange. The parties typically donot actually exchange the notional amount. Instead they agree to exchange the returns that would be earned or realized ifthe notional amount were invested in given investments or at given interest rates. Examples of returns that may beexchanged in a swap agreement are those of a particular security, a particular fixed or variable interest rate, a particularnon-U.S. currency, or a “basket” of securities representing a particular index. Swaps can also be based on credit and otherevents.The Fund will generally enter into swap agreements on a net basis, which means that the two payment streams that are tobe made by the Fund and its counterparty with respect to a particular swap agreement are netted out, with the Fundreceiving or paying, as the case may be, only the net difference in the two payments. The Fund’s obligations (or rights)under a swap agreement that is entered into on a net basis will generally be the net amount to be paid or received underthe agreement based on the relative values of the obligations of each party upon termination of the agreement or at setvaluation dates. The Fund will accrue its obligations under a swap agreement daily (offset by any amounts the counterpartyowes the Fund). If the swap agreement does not

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provide for that type of netting, the full amount of the Fund's obligations will be accrued on a daily basis.Comprehensive swaps regulation. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) and related regulatory developments have imposed comprehensive new regulatory requirements on swaps andswap market participants. The regulatory framework includes: (1) registration and regulation of swap dealers and majorswap participants; (2) requiring central clearing and execution of standardized swaps; (3) imposing margin requirements onswap transactions; (4) regulating and monitoring swap transactions through position limits and large trader reportingrequirements; and (5) imposing record keeping and centralized and public reporting requirements, on an anonymous basis,for most swaps. The CFTC is responsible for the regulation of most swaps. The SEC has jurisdiction over a small segmentof the market referred to as “security-based swaps,” which includes swaps on single securities or credits, or narrow-basedindices of securities or credits.Cleared swaps. Certain standardized swaps are subject to mandatory central clearing and exchange-trading. The Dodd-Frank Act and implementing rules will ultimately require the clearing and exchange-trading of many swaps. Mandatoryexchange-trading and clearing will occur on a phased-in basis based on the type of market participant, CFTC approval ofcontracts for central clearing and public trading facilities making such cleared swaps available to trade. To date, the CFTChas designated only certain of the most common types of credit default index swaps and interest rate swaps as subject tomandatory clearing and certain public trading facilities have made certain of those cleared swaps available to trade, but it isexpected that additional categories of swaps will in the future be designated as subject to mandatory clearing and tradeexecution requirements. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but centralclearing does not eliminate these risks and may involve additional costs and risks not involved with uncleared swaps. Formore information, see “Risks of cleared swaps” below.In a cleared swap, the Fund’s ultimate counterparty is a central clearinghouse rather than a brokerage firm, bank or otherfinancial institution. Cleared swaps are submitted for clearing through each party’s FCM, which must be a member of theclearinghouse that serves as the central counterparty. Transactions executed on a swap execution facility (SEF) mayincrease market transparency and liquidity but may require the Fund to incur increased expenses to access the same typesof swaps that it has used in the past. When the Fund enters into a cleared swap, it must deliver to the central counterparty(via the FCM) an amount referred to as “initial margin.” Initial margin requirements are determined by the centralcounterparty, and are typically calculated as an amount equal to the volatility in market value of the cleared swap over afixed period, but an FCM may require additional initial margin above the amount required by the central counterparty.During the term of the swap agreement, a “variation margin” amount may also be required to be paid by the Fund or may bereceived by the Fund in accordance with margin controls set for such accounts. If the value of the Fund’s cleared swapdeclines, the Fund will be required to make additional “variation margin” payments to the FCM to settle the change in value.Conversely, if the market value of the Fund’s position increases, the FCM will post additional “variation margin” to theFund’s account. At the conclusion of the term of the swap agreement, if the Fund has a loss equal to or greater than themargin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount. If the Fund hasa loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full marginamount and the amount of the gain is paid to the Fund.Equity-linked notes Equity-linked notes (ELNs) are hybrid derivative-type instruments that are specially designed tocombine the characteristics of one or more reference securities (usually a single stock, a stock index or a basket of stocks(underlying securities)) and a related equity derivative, such as a put or call option, in a single note form. Generally, whenpurchasing an ELN, the Fund pays the counterparty (usually a bank or brokerage firm) the current value of the underlyingsecurities plus a commission. Upon the maturity of the note, the Fund generally receives the par value of the note plus areturn based on the appreciation of the underlying securities. If the underlying securities have depreciated in value or if theirprice fluctuates outside of a preset range, depending on the type of ELN in which the Fund invested, the Fund may receiveonly the principal amount of the note, or may lose the principal invested in the ELN entirely. The Fund only invests in ELNsfor which the underlying securities are permissible investments pursuant to the Fund’s investment policies and restrictions.For purposes of the Fund's fundamental investment policy of not investing more than 25% of the Fund's net assets insecurities of issuers in any one industry (other than securities issued or guaranteed by the U.S. government or any of itsagencies or instrumentalities or securities of other investment companies), the Fund applies the restriction by reference tothe industry of the issuer of the underlying reference securities and not the industry of the issuer of an ELN.ELNs are available with an assortment of features, such as periodic coupon payments (e.g., monthly, quarterly or semi-annually); varied participation rates (the rate at which the Fund participates in the appreciation of the underlying securities);limitations on the appreciation potential of the underlying securities by a maximum payment or call right; and differentprotection levels on the Fund’s principal investment. In addition, when the underlying securities are foreign securities orindices, an ELN may be priced with or without

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currency exposure. The Fund may engage in all types of ELNs, including those that: (1) provide for protection of the Fund’sprincipal in exchange for limited participation in the appreciation of the underlying securities, and (2) do not provide for suchprotection and subject the Fund to the risk of loss of the Fund’s principal investment.ELNs can provide the Fund with an efficient investment tool that may be less expensive than investing directly in theunderlying securities and the related equity derivative. ELNs also may enable the Fund to obtain a return (the couponpayment) without risk to principal (in principal-protected ELNs) if the general price movement of the underlying securities iscorrectly anticipated.The Fund’s successful use of ELNs will usually depend on the investment manager’s ability to accurately forecastmovements in the underlying securities. Should the prices of the underlying securities move in an unexpected manner, theFund may not achieve the anticipated benefits of the investment in the ELN, and it may realize losses, which could besignificant and could include the Fund’s entire principal investment. If the investment manager is not successful inanticipating such price movements, the Fund’s performance may be worse than if the investment manager did not use anELN at all.In addition, an investment in an ELN possesses the risks associated with the underlying securities, such as managementrisk, market risk and, as applicable, foreign securities and currency risks. In addition, since ELNs are in note form, ELNs arealso subject to certain debt securities risks, such as interest rate and credit risk. An investment in an ELN also bears therisk that the issuer of the ELN will default or become bankrupt. In such an event, the Fund may have difficulty being repaid,or fail to be repaid, the principal amount of, or income from, its investment. A downgrade or impairment to the credit ratingof the issuer may also negatively impact the price of the ELN, regardless of the price of the underlying securities.The Fund may also experience liquidity issues when investing in ELNs, as ELNs are generally designed for the over-the-counter institutional investment market. The secondary market for ELNs may be limited, and the lack of liquidity in thesecondary market may make ELNs difficult to sell and value. However, as the market for ELNs has grown, there are agrowing number of exchange-traded ELNs available, although these products may be thinly traded.ELNs may exhibit price behavior that does not correlate with the underlying securities or a fixed-income investment. Inaddition, performance of an ELN is the responsibility only of the issuer of the ELN and not the issuer of the underlyingsecurities. As the holder of an ELN, the Fund generally has no rights to the underlying securities, including no voting rightsor rights to receive dividends, although the amount of expected dividends to be paid during the term of the instrument arefactored into the pricing and valuation of the underlying securities at inception.Equity securities Equity securities represent a proportionate share of the ownership of a company; their value is based onthe success of the company's business and the value of its assets, as well as general market conditions. The purchaser ofan equity security typically receives an ownership interest in the company as well as certain voting rights. The owner of anequity security may participate in a company's success through the receipt of dividends, which are distributions of earningsby the company to its owners. Equity security owners may also participate in a company's success or lack of successthrough increases or decreases in the value of the company's shares. Equity securities generally take the form of commonstock or preferred stock, as well as securities convertible into common stock. Preferred stockholders typically receivegreater dividends but may receive less appreciation than common stockholders and may have different voting rights aswell. Equity securities may also include convertible securities, warrants, rights or equity interests in trusts, partnerships, jointventures or similar enterprises. Warrants or rights give the holder the right to buy a common stock at a given time for aspecified price.Tracking stocks are also a type of equity security. A tracking stock is a separate class of common stock whose value islinked to a specific business unit or operating division within a larger company and is designed to “track” the financialperformance of that unit or division, rather than the larger company as a whole. As a result, if the unit or division does notperform well, the value of the tracking stock may decrease, even if the larger parent company performs well. A trackingstock may pay dividends to shareholders independent of the parent company, which will depend on the performance of theunit or division that the stock tracks. Shareholders of a tracking stock have a financial interest only in that unit or division ofthe company and typically do not have a legal claim on the larger company’s assets.The Fund's prospectus includes a description of the principal risks associated with the Fund's strategy of investingsubstantially in equity securities.Small and mid capitalization companies. Market capitalization is defined as the total market value of a company'soutstanding stock. Small capitalization companies are often overlooked by investors or undervalued in relation to theirearnings power. Because small capitalization companies generally are not as well known to the investing public, and mayhave less of an investor following and may grow more rapidly than larger capitalization companies, they may providegreater opportunities for long-term capital growth. These companies may be undervalued because they are part of anindustry that is out of favor with investors, although the individual companies may have high rates of earnings growth

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and be financially sound. Mid capitalization companies may offer greater potential for capital appreciation than largercapitalization companies, because mid capitalization companies are often growing more rapidly than larger capitalizationcompanies, but tend to be more stable and established than small capitalization or emerging companies.Initial public offerings (IPOs) of securities issued by unseasoned companies with little or no operating history are risky andtheir prices are highly volatile, but they can result in very large gains in their initial trading. Attractive IPOs are oftenoversubscribed and may not be available to the Fund, or only in very limited quantities. Thus, when the Fund’s size issmaller, any gains from IPOs will have an exaggerated impact on the Fund’s reported performance than when the Fund islarger. Although IPO investments have had a positive impact on some funds’ performance in the past, there can be noassurance that the Fund will have favorable IPO investment opportunities in the future.To the extent that the Fund may invest in small capitalization companies, it may have significant investments in relativelynew or unseasoned companies that are in their early stages of development, or in new and emerging industries where theopportunity for rapid growth is expected to be above average. Securities of unseasoned companies present greater risksthan securities of larger, more established companies.Direct equity investments. The Fund may invest in direct equity investments that the investment manager expects willbecome listed or otherwise publicly traded securities. Direct equity investments consist of (i) the private purchase from anenterprise of an equity interest in the enterprise in the form of shares of common stock or equity interests in trusts,partnerships, joint ventures or similar enterprises, and (ii) the purchase of such an equity interest in an enterprise from aprincipal investor in the enterprise. Direct equity investments are generally considered to be illiquid. To the degree that theFund invests in direct equity investments that it considers to be illiquid, it will limit such investments so that they, togetherwith the Fund's other illiquid investments, comply with the Fund's investment restriction on illiquid securities.In most cases, the Fund will, at the time of making a direct equity investment, enter into a shareholder or similar agreementwith the enterprise and one or more other holders of equity interests in the enterprise. The investment manager anticipatesthat these agreements may, in appropriate circumstances, provide the Fund with the ability to appoint a representative tothe board of directors or similar body of the enterprise, and eventually to dispose of the Fund's investment in the enterprisethrough, for example, the listing of the securities or the sale of the securities to the issuer or another investor. In caseswhere the Fund appoints a representative, the representative would be expected to provide the Fund with the ability tomonitor its investment and protect its rights in the investment and will not be appointed for the purpose of exercisingmanagement or control of the enterprise. In addition, the Fund intends to make its direct equity investments in such amanner as to avoid subjecting the Fund to unlimited liability with respect to the investments. There can be no assurancethat the Fund's direct equity investments will become listed, or that it will be able to sell any direct equity investment to theissuer or another investor. The extent to which the Fund may make direct equity investments may be limited byconsiderations relating to its status as a regulated investment company under U.S. tax law.Direct equity investments may involve a high degree of business and financial risk that can result in substantial losses.Because of the absence of a public trading market for these investments, the Fund may take longer to liquidate thesepositions than would be the case for publicly traded securities and the prices on these sales could be less than thoseoriginally paid by the Fund or less than what may be considered the fair value of such securities. Further, issuers whosesecurities are not publicly traded may not be subject to disclosure and other investor protection requirements applicable topublicly traded securities. If such securities are required to be registered under the securities laws of one or morejurisdictions before being resold, the Fund may be required to bear the expenses of registration. Certain of the Fund’s directequity investments may include investments in smaller, less-seasoned companies, which may involve greater risks. Thesecompanies may have limited product lines, markets or financial resources, or they may be dependent on a limitedmanagement group.Foreign securities For purposes of the Fund's prospectus and SAI, "foreign securities" refers to non-U.S. securities. Thereare substantial risks associated with investing in the securities of governments and companies located in, or havingsubstantial operations in, foreign countries, which are in addition to the usual risks inherent in domestic investments. Thevalue of foreign securities (like U.S. securities) is affected by general economic conditions and individual issuer and industryearnings prospects. Investments in depositary receipts also involve some or all of the risks described below.There is the possibility of cessation of trading on foreign exchanges, expropriation, nationalization of assets, confiscatory orpunitive taxation, withholding and other foreign taxes on income (including capital gains or other amounts), taxation on aretroactive basis, sudden or unanticipated changes in foreign tax laws, financial transaction taxes, denial or delay of therealization of tax treaty benefits, payment of foreign taxes not available for credit or deduction when passed through toshareholders, foreign exchange controls (which may include suspension of the ability to transfer currency from a givencountry), restrictions on removal of assets, political or social instability, military action or unrest, or diplomatic developments,including sanctions imposed by other countries or governmental entities, that could affect investments in securities ofissuers in foreign nations. There

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is no assurance that the investment manager will be able to anticipate these potential events. In addition, the value ofsecurities denominated in foreign currencies and of dividends and interest paid with respect to such securities will fluctuatebased on the relative strength of the U.S. dollar.There may be less publicly available information about foreign issuers comparable to the reports and ratings publishedabout issuers in the U.S. Foreign issuers generally are not subject to uniform accounting or financial reporting standards.Auditing practices and requirements may not be comparable to those applicable to U.S. issuers. Certain countries' legalinstitutions, financial markets and services are less developed than those in the U.S. or other major economies. The Fundmay have greater difficulty voting proxies, exercising shareholder rights, securing dividends and obtaining informationregarding corporate actions on a timely basis, pursuing legal remedies, and obtaining judgments with respect to foreigninvestments in foreign courts than with respect to domestic issuers in U.S. courts. The costs associated with foreigninvestments, including withholding taxes, brokerage commissions, and custodial costs, are generally higher than with U.S.investments.Certain countries require governmental approval prior to investments by foreign persons, or limit the amount of investmentby foreign persons in a particular company. Some countries limit the investment of foreign persons to only a specific classof securities of an issuer that may have less advantageous terms than securities of the issuer available for purchase bynationals. Although securities subject to such restrictions may be marketable abroad, they may be less liquid than foreignsecurities of the same class that are not subject to such restrictions. In some countries the repatriation of investmentincome, capital and proceeds of sales by foreign investors may require governmental registration and/or approval. TheFund could be adversely affected by delays in or a refusal to grant any required governmental registration or approval forrepatriation.From time to time, trading in a foreign market may be interrupted. Foreign markets also have substantially less volume thanthe U.S. markets and securities of some foreign issuers are less liquid and more volatile than securities of comparable U.S.issuers. The Fund, therefore, may encounter difficulty in obtaining market quotations for purposes of valuing its portfolio andcalculating its net asset value.In many foreign countries there is less government supervision and regulation of stock exchanges, brokers, and listedcompanies than in the U.S., which may result in greater potential for fraud or market manipulation. Foreign over-the-countermarkets tend to be less regulated than foreign stock exchange markets and, in certain countries, may be totallyunregulated. Brokerage commission rates in foreign countries, which generally are fixed rather than subject to negotiationas in the U.S., are likely to be higher. Foreign security trading, settlement and custodial practices (including those involvingsecurities settlement where assets may be released prior to receipt of payment) are often less developed than those in U.S.markets, may be cumbersome and may result in increased risk or substantial delays. This could occur in the event of afailed trade or the insolvency of, or breach of duty by, a foreign broker-dealer, securities depository, or foreign subcustodian.

On January 31, 2020, the United Kingdom (UK) left the European Union (EU). There is considerable uncertainty about theconsequences of that departure, including uncertainty about the economic effects and results of trade negotiations betweenthe UK and the EU. The negative impact of the UK's departure on, not only the UK and European economies, but thebroader global economy, could be significant, potentially resulting in increased volatility and illiquidity and lower economicgrowth for companies that rely significantly on Europe for their business activities and revenues.The holding of foreign securities may be limited by the Fund to avoid investment in certain Passive Foreign InvestmentCompanies (PFICs) and the imposition of a PFIC tax on the Fund resulting from such investments.China companies. Investing in China, Hong Kong and Taiwan involves a high degree of risk and special considerations nottypically associated with investing in other more established economies or securities markets. Such risks may include: (a)the risk of nationalization or expropriation of assets or confiscatory taxation; (b) greater social, economic and politicaluncertainty (including the risk of war); (c) dependency on exports and the corresponding importance of international trade;(d) the increasing competition from Asia’s other low-cost emerging economies; (e) greater price volatility and significantlysmaller market capitalization of securities markets; (f) substantially less liquidity, particularly of certain share classes ofChinese securities; (g) currency exchange rate fluctuations and the lack of available currency hedging instruments; (h)higher rates of inflation; (i) controls on foreign investment and limitations on repatriation of invested capital and on theFund’s ability to exchange local currencies for U.S. dollars; (j) greater governmental involvement in and control over theeconomy; (k) the risk that the Chinese government may decide not to continue to support the economic reform programsimplemented since 1978 and could return to the prior, completely centrally planned, economy; (l) the fact that Chinacompanies, particularly those located in China, may be smaller, less seasoned and newly-organized companies; (m) thedifference in, or lack of, auditing and financial reporting standards which may result in unavailability of material informationabout issuers; (n) the fact that statistical information regarding the economy of China may be inaccurate or not comparableto statistical information regarding the U.S. or other economies; (o) the less extensive, and still developing, regulation of thesecurities markets,

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business entities and commercial transactions; (p) the fact that the settlement period of securities transactions in foreignmarkets may be longer; (q) the willingness and ability of the Chinese government to support the Chinese and Hong Kongeconomies and markets is uncertain; (r) the risk that it may be more difficult, or impossible, to obtain and/or enforce ajudgment than in other countries and that there may be significant obstacles to obtaining information necessary forinvestigations into or litigation against Chinese companies; and (s) the rapidity and erratic nature of growth, particularly inChina, resulting in inefficiencies and dislocations; and (t) the risk that because of the degree of interconnectivity betweenthe economies and financial markets of China, Hong Kong and Taiwan, any sizable reduction in the demand for goods fromChina, or an economic downturn in China, could negatively affect the economies and financial markets of Hong Kong andTaiwan, as well.The Public Company Accounting Oversight Board (PCAOB) has warned that positions taken by Chinese authorities impairthe PCAOB's ability to conduct inspections and investigations of the audits of public companies with China-basedoperations. The PCAOB's impaired ability to oversee PCAOB-registered audit firms in China may result in inaccurate orincomplete financial records of an issuer's operations within China, which may negatively impact the Fund's investments insuch companies.Investment in China, Hong Kong and Taiwan is subject to certain political risks. Following the establishment of the People’sRepublic of China by the Communist Party in 1949, the Chinese government renounced various debt obligations incurredby China’s predecessor governments, which obligations remain in default, and expropriated assets without compensation.There can be no assurance that the Chinese government will not take similar action in the future. An investment in the Fundinvolves risk of a total loss.The political reunification of China and Taiwan is a highly problematic issue and is unlikely to besettled in the near future. This situation poses a threat to Taiwan’s economy and could negatively affect its stock market.The equity securities of China companies the Fund may invest in include securities issued by Hong Kong and Taiwandomiciled companies, as well as China H shares (shares of China-incorporated, Hong Kong-listed companies), Shanghaiand Shenzhen-listed B shares (shares of China-incorporated companies that are traded in foreign currencies - U.S. Dollarfor the Shanghai Stock Exchange and Hong Kong dollar for the Shenzhen Stock Exchange), and China “red chip” shares(shares of companies based in Mainland China that are incorporated outside China and listed in Hong Kong). The Fundmay also invest in eligible China A shares (shares of publicly traded companies based in Mainland China) listed and tradedon the Shanghai Stock Exchange ("SSE") through the Shanghai – Hong Kong Stock Connect program, as well as eligibleChina A shares listed and traded on the Shenzhen Stock Exchange (“SZSE”) through the Shenzhen – Hong Kong StockConnect program (both programs collectively referred to as “Stock Connect”). The Fund may also invest in China A sharesthrough any other means permitted by applicable law or regulation.Chinese variable interest entities. In China, equity ownership of companies by foreign individuals and entities is restricted orprohibited in certain sectors, such as internet, media, education and telecommunications. To circumvent these limits,starting in the early 2000s many Chinese companies, including most of the well-known Chinese Internet companies, haveused a special structure known as a variable interest entity (VIE) to raise capital from foreign investors. In a typical VIEstructure, a shell company is set up in an offshore jurisdiction, such as the Cayman Islands. The shell company, through awholly foreign-owned enterprise (WFOE) based in China, enters into service and other contracts with another Chinesecompany known as the VIE. The VIE must be owned by Chinese nationals (and/or other Chinese companies), which oftenare the VIE’s founders, in order to obtain the licenses and/or assets required to operate in the restricted or prohibitedindustry in China. The contractual arrangements entered into between the WFOE and VIE (which often include powers ofattorney, loan and equity pledge agreements, call option agreements and exclusive services or business cooperationagreements) are designed to allow the shell company to exert a degree of control over, and obtain economic benefitsarising from, the VIE without formal legal ownership.The contractual arrangements are structured to require the shell company to consolidate the VIE into its financialstatements, pursuant to U.S. generally accepted accounting principles, despite the absence of equity ownership. Suchconsolidation provides the shell company with the ability to issues shares on a foreign exchange, such as the New YorkStock Exchange or NASDAQ, often with the same name as the VIE. Accordingly, foreign investors, such as the Fund, willonly own stock in the shell company rather than directly in the VIE. Further, the ability of the WFOE to easily extract profitsfrom the VIE structure through service agreements will partially depend on the proportion of the business that can legally beconducted by the WFOE versus the VIE, which varies based on the industry.While VIEs are a longstanding industry practice that is well known to Chinese officials and regulators, they have not beenformally recognized under Chinese law. It is uncertain whether Chinese officials or regulators will withdraw their implicitacceptance of the VIE structure or limit a VIE’s ability to pass through economic and governance rights to foreignindividuals and entities. In 2021, the Chinese government issued new guidelines that unexpectedly included a specificprohibition on the use of VIE structures by Chinese educational companies. Guidance prohibiting these structures by theChinese government, generally or with respect to

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specific industries, would likely cause impacted VIEs to suffer significant, detrimental, and possibly permanent effects, andin turn, adversely affect the Fund’s returns and net asset value.The contractual arrangements with the VIE also may not be as effective in providing operational control as direct equityownership. The Chinese equity owner(s) of the VIE could decide to breach the contractual arrangement and may haveconflicting interests and fiduciary duties as compared to investors in the shell company. Accordingly, VIEs depend heavilyon executives who are Chinese nationals and own the underlying business licenses and/or assets required to operate inChina. In addition to creating “key person” succession risk, the structure can restrict the ability of outside shareholders tochallenge executives for poor decision-making, weak management, or equity-eroding actions. Further, any breach ordispute under these contracts will likely fall under Chinese jurisdiction and law. If a Chinese court or arbitration body chosenot to enforce the contracts, the value of the shell company would significantly decline, since it derives its value from theability to consolidate the VIE into its financials pursuant to such contracts, and in turn, adversely affect the Fund’s returnsand net asset value.Investing through Stock Connect. Foreign investors may now invest in eligible China A shares (shares of publicly tradedcompanies based in Mainland China) (“Stock Connect Securities”) listed and traded on the Shanghai Stock Exchange(“SSE”) through the Shanghai – Hong Kong Stock Connect program, as well as eligible China A shares listed and traded onthe Shenzhen Stock Exchange (“SZSE”) through the Shenzhen-Hong Kong Stock Connect program (both programscollectively referred to herein as “Stock Connect”). Each of the SSE and SZSE are referred to as an “Exchange” andcollectively as the “Exchanges” for purposes of this section.Stock Connect is a securities trading and clearing program developed by The Stock Exchange of Hong Kong Limited(“SEHK”), the Exchanges, Hong Kong Securities Clearing Company Limited and China Securities Depository and ClearingCorporation Limited for the establishment of mutual market access between SEHK and the Exchanges. In contrast tocertain other regimes for foreign investment in Chinese securities, no individual investment quotas or licensingrequirements apply to investors in Stock Connect Securities through Stock Connect. In addition, there are no lock-upperiods or restrictions on the repatriation of principal and profits.However, trading through Stock Connect is subject to a number of restrictions that may affect the Fund’s investments andreturns. For example, a primary feature of the Stock Connect program is the application of the home market’s laws andrules to investors in a security. Thus, investors in Stock Connect Securities are generally subject to Chinese securitiesregulations and the listing rules of the respective Exchange, among other restrictions. In addition, Stock Connect Securitiesgenerally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance withapplicable rules. While Stock Connect is not subject to individual investment quotas, daily and aggregate investment quotasapply to all Stock Connect participants, which may restrict or preclude the Fund’s ability to invest in Stock ConnectSecurities. For example, an investor cannot purchase and sell the same security on the same trading day. Stock Connectalso is generally available only on business days when both the respective Exchange and the SEHK are open. Trading inthe Stock Connect program is subject to trading, clearance and settlement procedures that are untested in China whichcould pose risks to the Fund. Finally, the withholding tax treatment of dividends and capital gains payable to overseasinvestors currently is unsettled.Stock Connect is in its early stages. Further developments are likely and there can be no assurance as to whether or howsuch developments may restrict or affect the Fund’s investments or returns. In addition, the application and interpretation ofthe laws and regulations of Hong Kong and China, and the rules, policies or guidelines published or applied by relevantregulators and exchanges in respect of the Stock Connect program, are uncertain, and they may have a detrimental effecton the Fund’s investments and returns.Investing through the Bond Connect Program. Foreign investors may invest in China Interbank bonds traded on the ChinaInterbank Bond Market (“CIBM”) through the China – Hong Kong Bond Connect program (“Bond Connect”). In China, theHong Kong Monetary Authority Central Money Markets Unit holds Bond Connect securities on behalf of ultimate investors(such as the Fund) in accounts maintained with a China-based custodian (either the China Central Depository & ClearingCo. or the Shanghai Clearing House). This recordkeeping system subjects the Fund to various risks, including the risk thatthe Fund may have a limited ability to enforce rights as a bondholder and the risks of settlement delays and counterpartydefault of the Hong Kong sub-custodian. In addition, enforcing the ownership rights of a beneficial holder of Bond Connectsecurities is untested and courts in China have limited experience in applying the concept of beneficial ownership.Bond Connect uses the trading infrastructure of both Hong Kong and China and is not available on trading holidays in HongKong. As a result, prices of securities purchased through Bond Connect may fluctuate at times when the Fund is unable toadd to or exit its position. Securities offered through Bond Connect may lose their eligibility for trading through the programat any time. If Bond Connect securities lose their eligibility for trading through the program, they may be sold but can nolonger be purchased through Bond Connect. Cross-border trading required by Bond Connect is

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dependent on new technological systems that may not function properly, thereby disrupting trading and access to relevantmarkets.Bond Connect is subject to regulation by both Hong Kong and China and there can be no assurance that further regulationswill not affect the availability of securities in the program, the frequency of redemptions or other limitations. Bond Connecttrades are settled in Chinese currency, the renminbi (“RMB”), which is currently restricted and not freely convertible. Itcannot be guaranteed that investors will have timely access to a reliable supply of RMB in Hong Kong.The Bond Connect is relatively new and its effects on the Chinese interbank bond market are uncertain. In addition, thetrading, settlement and IT systems required for non-Chinese investors in Bond Connect are relatively new. In the event ofsystems malfunctions or extreme market conditions, trading via Bond Connect could be disrupted. In addition, the BondConnect program may be subject to further interpretation and guidance. There can be no assurance as to the program’scontinued existence or whether future developments regarding the program may restrict or adversely affect the Fund’sinvestments or returns. Finally, uncertainties in China tax rules governing taxation of income and gains from investments viaBond Connect could result in unexpected tax liabilities for the Fund.Developing markets or emerging markets. Investments in issuers domiciled or with significant operations in developingmarket or emerging market countries may be subject to potentially higher risks than investments in developed countries.These risks include, among others (i) less social, political and economic stability; (ii) smaller securities markets with low ornonexistent trading volume, which result in greater illiquidity and greater price volatility; (iii) certain national policies whichmay restrict the Fund's investment opportunities, including restrictions on investment in issuers or industries deemedsensitive to national interests; (iv) foreign taxation, including less transparent and established taxation policies; (v) lessdeveloped regulatory or legal structures governing private or foreign investment or allowing for judicial redress for injury toprivate property; (vi) the absence, until recently in many developing market countries, of a capital market structure ormarket-oriented economy; (vii) more widespread corruption and fraud; (viii) the financial institutions with which the Fundmay trade may not possess the same degree of financial sophistication, creditworthiness or resources as those indeveloped markets; and (ix) the possibility that when favorable economic developments occur in some developing marketcountries, such developments may be slowed or reversed by unanticipated economic, political or social events in suchcountries.Due to political, military or regional conflicts or due to terrorism or war, it is possible that the United States, other nations orother governmental entities (including supranational entities) could impose sanctions on a country involved in such conflictsthat limit or restrict foreign investment, the movement of assets or other economic activity in that country. Such sanctions orother intergovernmental actions could result in the devaluation of a country’s currency, a downgrade in the credit ratings ofissuers in such country, or a decline in the value and liquidity of securities of issuers in that country. In addition, animposition of sanctions upon certain issuers in a country could result in an immediate freeze of that issuer’s securities,impairing the ability of the Fund to buy, sell, receive or deliver those securities. Countermeasures could be taken by thecountry’s government, which could involve the seizure of the Fund’s assets. In addition, such actions could adversely affecta country’s economy, possibly forcing the economy into a recession.In addition, many developing market countries have experienced substantial, and during some periods, extremely highrates of inflation, for many years. Inflation and rapid fluctuations in inflation rates have had, and may continue to have,negative effects on the economies and securities markets of certain countries. Moreover, the economies of somedeveloping market countries may differ unfavorably from the U.S. economy in such respects as growth of gross domesticproduct, rate of inflation, currency depreciation, debt burden, capital reinvestment, resource self-sufficiency and balance ofpayments position. The economies of some developing market countries may be based on only a few industries, and maybe highly vulnerable to changes in local or global trade conditions.Settlement systems in developing market countries may be less organized than in developed countries. Supervisoryauthorities may also be unable to apply standards which are comparable with those in more developed countries. Theremay be risks that settlement may be delayed and that cash or securities belonging to the Fund may be in jeopardy becauseof failures of or defects in the settlement systems. Market practice may require that payment be made prior to receipt of thesecurity which is being purchased or that delivery of a security must be made before payment is received. In such cases,default by a broker or bank (counterparty) through whom the relevant transaction is effected might result in a loss beingsuffered by the Fund. The Fund seeks, where possible, to use counterparties whose financial status reduces this risk.However, there can be no certainty that the Fund will be successful in eliminating or reducing this risk, particularly ascounterparties operating in developing market countries frequently lack the substance, capitalization and/or financialresources of those in developed countries. Uncertainties in the operation of settlement systems in individual markets mayincrease the risk of competing claims to securities held by or to be transferred to the Fund. Legal compensation schemesmay be non-existent, limited or inadequate to meet the Fund's claims in any of these events.

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Securities trading in developing markets presents additional credit and financial risks. The Fund may have limited accessto, or there may be a limited number of, potential counterparties that trade in the securities of developing market issuers.Governmental regulations may restrict potential counterparties to certain financial institutions located or operating in theparticular developing market. Potential counterparties may not possess, adopt or implement creditworthiness standards,financial reporting standards or legal and contractual protections similar to those in developed markets. Currency and otherhedging techniques may not be available or may be limited.The local taxation of income and capital gains accruing to non-residents varies among developing market countries andmay be comparatively high. Developing market countries typically have less well-defined tax laws and procedures and suchlaws may permit retroactive taxation so that the Fund could in the future become subject to local tax liabilities that had notbeen anticipated in conducting its investment activities or valuing its assets.Many developing market countries suffer from uncertainty and corruption in their legal frameworks. Legislation may bedifficult to interpret and laws may be too new to provide any precedential value. Laws regarding foreign investment andprivate property may be weak or non-existent. Investments in developing market countries may involve risks ofnationalization, expropriation and confiscatory taxation. For example, the Communist governments of a number of EasternEuropean countries expropriated large amounts of private property in the past, in many cases without adequatecompensation, and there can be no assurance that similar expropriation will not occur in the future. In the event ofexpropriation, the Fund could lose all or a substantial portion of any investments it has made in the affected countries.Accounting, auditing and reporting standards in certain countries in which the Fund may invest may not provide the samedegree of investor protection or information to investors as would generally apply in major securities markets. For example,the Public Company Accounting Oversight Board (PCAOB) has warned that positions taken by Chinese authorities impairthe PCAOB's ability to conduct inspections and investigations of the audits of public companies with China-basedoperations. The PCAOB's impaired ability to oversee PCAOB-registered audit firms in China may result in inaccurate orincomplete financial records of an issuer's operations within China, which may negatively impact the Fund's investments insuch companies. In addition, it is possible that purported securities in which the Fund invested may subsequently be foundto be fraudulent and as a consequence the Fund could suffer losses.There may be significant obstacles to obtaining information necessary for investigations into potential legal claims orlitigation against emerging market issuers and investors such as the Fund may experience difficulty in enforcing legalclaims related to investments in the securities of such issuers. The SEC and other U.S. regulatory authorities often havesubstantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, includingcompany directors and officers, in certain emerging markets, including China. Accordingly, investor protection and legalrecourse may be limited with respect to the Fund's investments in emerging markets.Finally, currencies of developing market countries are subject to significantly greater risks than currencies of developedcountries. Some developing market currencies may not be internationally traded or may be subject to strict controls by localgovernments, resulting in undervalued or overvalued currencies and associated difficulties with the valuation of assets,including the Fund's securities, denominated in that currency. Some developing market countries have experienced balanceof payment deficits and shortages in foreign exchange reserves. Governments have responded by restricting currencyconversions. Future restrictive exchange controls could prevent or restrict a company's ability to make dividend or interestpayments in the original currency of the obligation (usually U.S. dollars). In addition, even though the currencies of somedeveloping market countries, such as certain Eastern European countries, may be convertible into U.S. dollars, theconversion rates may be artificial to the actual market values and may be adverse to the Fund's shareholders.Foreign corporate debt securities. Foreign corporate debt securities, including Samurai bonds, Yankee bonds, Eurobondsand Global Bonds, may be purchased to gain exposure to investment opportunities in other countries in a certain currency.A Samurai bond is a yen-denominated bond issued in Japan by a non-Japanese company. Eurobonds are foreign bondsissued and traded in countries other than the country and currency in which the bond was denominated. Eurobondsgenerally trade on a number of exchanges and are issued in bearer form, carry a fixed or floating rate of interest, andtypically amortize principal through a single payment for the entire principal at maturity with semiannual interest payments.Yankee bonds are bonds denominated in U.S. dollars issued by foreign banks and corporations, and registered with theSEC for sale in the U.S. A Global Bond is a certificate representing the total debt of an issue. Such bonds are created tocontrol the primary market distribution of an issue in compliance with selling restrictions in certain jurisdictions or becausedefinitive bond certificates are not available. A Global Bond is also known as a Global Certificate.Foreign currency exchange rates. Changes in foreign currency exchange rates will affect the U.S. dollar market value ofsecurities denominated in such foreign currencies and any income received or expenses paid by the Fund in that foreigncurrency. This may affect the Fund's share price, income and distributions to shareholders. Some countries

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may have fixed or managed currencies that are not free-floating against the U.S. dollar. It will be more difficult for theinvestment manager to value securities denominated in currencies that are fixed or managed. Certain currencies may notbe internationally traded, which could cause illiquidity with respect to the Fund's investments in that currency and anysecurities denominated in that currency. Currency markets generally are not as regulated as securities markets. The Fundendeavors to buy and sell foreign currencies on as favorable a basis as practicable. Some price spread in currencyexchanges (to cover service charges) may be incurred, particularly when the Fund changes investments from one countryto another or when proceeds of the sale of securities in U.S. dollars are used for the purchase of securities denominated inforeign currencies. Some countries may adopt policies that would prevent the Fund from transferring cash out of the countryor withhold portions of interest and dividends at the source.Certain currencies have experienced a steady devaluation relative to the U.S. dollar. Any devaluations in the currencies inwhich the Fund's portfolio securities are denominated may have a detrimental impact on the Fund. Where the exchangerate for a currency declines materially after the Fund's income has been accrued and translated into U.S. dollars, the Fundmay need to redeem portfolio securities to make required distributions. Similarly, if an exchange rate declines between thetime the Fund incurs expenses in U.S. dollars and the time such expenses are paid, the Fund will have to convert a greateramount of the currency into U.S. dollars in order to pay the expenses.Investing in foreign currencies for purposes of gaining from projected changes in exchange rates further increases theFund's exposure to foreign securities losses.The Fund does not consider currencies or other financial commodities or contracts and financial instruments to be physicalcommodities (which include, for example, oil, precious metals and grains). Accordingly, the Fund interprets its fundamentalrestriction regarding purchasing and selling physical commodities to permit the Fund (subject to the Fund’s investmentgoals and general investment policies as stated in the Fund’s prospectus and SAI) to invest directly in foreign currenciesand other financial commodities and to purchase, sell or enter into foreign currency futures contracts and options thereon,foreign currency forward contracts, foreign currency options, currency, commodity- and financial instrument-related swapagreements, hybrid instruments, interest rate, securities-related or foreign currency-related futures contracts or othercurrency-, commodity- or financial instrument-related derivatives, subject to compliance with any applicable provisions ofthe federal securities or commodities laws. The Fund also interprets its fundamental restriction regarding purchasing andselling physical commodities to permit the Fund to invest in exchange-traded products or other entities that invest inphysical and/or financial commodities, subject to the limits described in the Fund’s prospectus and SAI.Foreign governmental and supranational debt securities. Investments in debt securities of governmental or supranationalissuers are subject to all the risks associated with investments in U.S. and foreign securities and certain additional risks.Foreign government debt securities, sometimes known as sovereign debt securities, include debt securities issued,sponsored or guaranteed by: governments or governmental agencies, instrumentalities, or political subdivisions located inemerging or developed market countries; government owned, controlled or sponsored entities located in emerging ordeveloped market countries; and entities organized and operated for the purpose of restructuring the investmentcharacteristics of instruments issued by any of the above issuers.A supranational entity is a bank, commission or company established or financially supported by the national governmentsof one or more countries to promote reconstruction, trade, harmonization of standards or laws, economic development, andhumanitarian, political or environmental initiatives. Supranational debt obligations include: Brady Bonds (which are debtsecurities issued under the framework of the Brady Plan as a means for debtor nations to restructure their outstandingexternal indebtedness); participations in loans between emerging market governments and financial institutions; and debtsecurities issued by supranational entities such as the World Bank, Asia Development Bank, European Investment Bankand the European Economic Community.Foreign government debt securities are subject to risks in addition to those relating to debt securities generally.Governmental issuers of foreign debt securities may be unwilling or unable to pay interest and repay principal, or otherwisemeet obligations, when due and may require that the conditions for payment be renegotiated. As a sovereign entity, theissuing government may be immune from lawsuits in the event of its failure or refusal to pay the obligations when due. Thedebtor's willingness or ability to repay in a timely manner may be affected by, among other factors, its cash flow situation,the extent of its non-U.S. reserves, the availability of sufficient non-U.S. exchange on the date a payment is due, therelative size of the debt service burden to the issuing country's economy as a whole, the sovereign debtor's policy towardprincipal international lenders, such as the International Monetary Fund or the World Bank, and the political considerationsor constraints to which the sovereign debtor may be subject. Governmental debtors also will be dependent on expecteddisbursements from foreign governments or multinational agencies and the country's access to, or balance of, trade. Somegovernmental debtors have in the past been able to reschedule or restructure their

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debt payments without the approval of debt holders or declare moratoria on payments, and similar occurrences mayhappen in the future. There is no bankruptcy proceeding by which the Fund may collect in whole or in part on debt subjectto default by a government.High-yield debt securities High-yield or lower-rated debt securities (also referred to as "junk bonds") are securities thathave been rated below the top four rating categories (e.g., BB or Ba and lower) by one or more independent ratingorganizations such as Moody's or S&P and are considered below investment grade. These securities generally havegreater risk with respect to the payment of interest and repayment of principal, or may be in default and are oftenconsidered to be speculative and involve greater risk of loss because they are generally unsecured and are oftensubordinated to other debt of the issuer.Adverse publicity, investor perceptions, whether or not based on fundamental analysis, or real or perceived adverseeconomic and competitive industry conditions may decrease the values and liquidity of lower-rated debt securities,especially in a thinly traded market. Analysis of the creditworthiness of issuers of lower-rated debt securities may be morecomplex than for issuers of higher-rated securities. The Fund relies on the investment manager's judgment, analysis andexperience in evaluating the creditworthiness of an issuer of lower-rated securities. In such evaluations, the investmentmanager takes into consideration, among other things, the issuer's financial resources, its sensitivity to economic conditionsand trends, its operating history, the quality of the issuer's management and regulatory matters. There can be no assurancethe investment manager will be successful in evaluating the creditworthiness of an issuer or the value of high yield debtsecurities generally.The prices of lower-rated debt securities may be less sensitive to interest rate changes than higher-rated debt securities,but more sensitive to economic downturns or individual adverse corporate developments. Market anticipation of aneconomic downturn or of rising interest rates, for example, could cause a decline in lower-rated debt securities prices. Thisis because an economic downturn could lessen the ability of a highly leveraged company to make principal and interestpayments on its debt securities. Similarly, the impact of individual adverse corporate developments, or public perceptionsthereof, will be greater for lower-rated securities because the issuers of such securities are more likely to enter bankruptcy.If the issuer of lower-rated debt securities defaults, the Fund may incur substantial expenses to seek recovery of all or aportion of its investments or to exercise other rights as a security holder. The Fund may choose, at its expense or inconjunction with others, to pursue litigation or otherwise to exercise its rights as a security holder to seek to protect theinterests of security holders if it determines this to be in the best interest of the Fund's shareholders.Lower-rated debt securities frequently have call or buy-back features that allow an issuer to redeem the securities from theirholders. Although these securities are typically not callable for a period of time, usually for three to five years from the dateof issue, the Fund will be exposed to prepayment risk.The markets in which lower-rated debt securities are traded are more limited than those in which higher-rated securities aretraded. The existence of limited markets for particular securities may diminish the Fund's ability to sell the securities atdesirable prices to meet redemption requests or to respond to a specific economic event, such as deterioration in thecreditworthiness of the issuer. Reduced secondary market liquidity for certain lower-rated debt securities also may make itmore difficult for the Fund to obtain accurate market quotations for the purposes of valuing the Fund's portfolio. Marketquotations are generally available on many lower-rated securities only from a limited number of dealers and may notnecessarily represent firm bids of such dealers or prices of actual sales, which may limit the Fund's ability to rely on suchquotations.Some lower-rated debt securities are sold without registration under federal securities laws and, therefore, carry restrictionson resale. While many of such lower-rated debt securities have been sold with registration rights, covenants and penaltyprovisions for delayed registration, if the Fund is required to sell restricted securities before the securities have beenregistered, it may be deemed an underwriter of the securities under the Securities Act of 1933, as amended (1933 Act),which entails special responsibilities and liabilities. The Fund also may incur extra costs when selling restricted securities,although the Fund will generally not incur any costs when the issuer is responsible for registering the securities.High-yield, fixed-income securities acquired during an initial underwriting involve special credit risks because they are newissues. The investment manager will carefully review the issuer's credit and other characteristics.The credit risk factors described above also apply to high-yield zero coupon, deferred interest and pay-in-kind securities.These securities have an additional risk, however, because unlike securities that pay interest periodically until maturity, zerocoupon bonds and similar securities will not make any interest or principal payments until the cash payment date or maturityof the security. If the issuer defaults, the Fund may not obtain any return on its investment.Illiquid securities Generally, an “illiquid security” or “illiquid investment” is any investment that the Fund reasonablyexpects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale ordisposition significantly changing the market value of the investment. Illiquid investments generally include investments forwhich no market exists or which are legally

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restricted as to their transfer (such as those issued pursuant to an exemption from the registration requirements of thefederal securities laws). Restricted securities are generally sold in privately negotiated transactions, pursuant to anexemption from registration under the Securities Act of 1933, as amended (1933 Act). If registration of a security previouslyacquired in a private transaction is required, the Fund, as the holder of the security, may be obligated to pay all or part ofthe registration expense and a considerable period may elapse between the time it decides to seek registration and thetime it will be permitted to sell a security under an effective registration statement. If, during such a period, adverse marketconditions were to develop, the Fund might obtain a less favorable price than prevailed when it decided to seek registrationof the security. To the extent it is determined that there is a liquid institutional or other market for certain restricted securities,the Fund would consider them to be liquid securities. An example is a restricted security that may be freely transferredamong qualified institutional buyers pursuant to Rule 144A under the 1933 Act, and for which a liquid institutional markethas developed. Rule 144A securities may be subject, however, to a greater possibility of becoming illiquid than securitiesthat have been registered with the SEC.The following factors may be taken into account in determining whether a restricted security is properly considered a liquidsecurity: (i) the frequency of trades and quotes for the security; (ii) the number of dealers willing to buy or sell the securityand the number of other potential buyers; (iii) any dealer undertakings to make a market in the security; and (iv) the natureof the security and of the marketplace trades (e.g., any demand, put or tender features, the method of soliciting offers, themechanics and other requirements for transfer, and the ability to assign or offset the rights and obligations of the security).The nature of the security and its trading includes the time needed to sell the security, the method of soliciting offers topurchase or sell the security, and the mechanics of transferring the security including the role of parties such as foreign orU.S. custodians, subcustodians, currency exchange brokers, and depositories.The sale of illiquid investments often requires more time and results in higher brokerage charges or dealer discounts andother selling expenses than the sale of investments eligible for trading on national securities exchanges or in the over-the-counter (OTC) markets. Illiquid investments often sell at a price lower than similar investments that are not subject torestrictions on resale.The risk to the Fund in holding illiquid investments is that they may be more difficult to sell if the Fund wants to dispose ofthe investment in response to adverse developments or in order to raise money for redemptions or other investmentopportunities. Illiquid trading conditions may also make it more difficult for the Fund to realize an investment's fair value.The Fund may also be unable to achieve its desired level of exposure to a certain investment, issuer, or sector due tooverall limitations on its ability to invest in illiquid investments and the difficulty in purchasing such investments.If illiquid investments exceed 15% of the Trust's net assets after the time of purchase, the Fund will take steps to reduce itsholdings of illiquid investments to or below 15% of its net assets within a reasonable period of time, and will notify theFund's board of directors and make the required filings with the SEC in accordance with Rule 22e-4 under the 1940 Act.Because illiquid investments may not be readily marketable, the portfolio managers and/or investment personnel may notbe able to dispose of them in a timely manner. As a result, the Fund may be forced to hold illiquid investments while theirprice depreciates. Depreciation in the price of illiquid investments may cause the net asset value of the Fund to decline.Interfund lending program Pursuant to an exemptive order granted by the SEC (Lending Order), the Fund has the abilityto lend money to, and borrow money from, other Franklin Templeton funds for temporary purposes (Interfund LendingProgram) pursuant to a master interfund lending agreement (Interfund Loan). Lending and borrowing through the InterfundLending Program provides the borrowing fund with a lower interest rate than it would have paid if it borrowed money from abank, and provides the lending fund with an alternative short-term investment with a higher rate of return than otheravailable short-term investments. All Interfund Loans would consist only of uninvested cash reserves that the lending fundotherwise would invest in short-term repurchase agreements or other short-term instruments. The Fund may onlyparticipate in the Interfund Lending Program to the extent permitted by its investment goal(s), policies and restrictions andonly subject to meeting the conditions of the Lending Order.The limitations of the Interfund Lending Program are described below and these and the other conditions of the LendingOrder permitting interfund lending are designed to minimize the risks associated with interfund lending for both the lendingand borrowing fund. However, no borrowing or lending activity is without risk. When a fund borrows money from anotherfund under the Interfund Lending Program, there is a risk that the Interfund Loan could be called on one business day’snotice, in which case the borrowing fund may have to utilize a line of credit, which would likely involve higher rates, seek anInterfund Loan from another fund, or liquidate portfolio securities if no lending sources are available to meet its liquidityneeds. Interfund Loans are subject to the risk that the borrowing fund could be unable to repay the loan when due, and adelay in repayment could result in a lost opportunity by the lending fund or force the lending fund to borrow or liquidatesecurities to meet its liquidity needs.

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Under the Interfund Lending Program, the Fund may borrow on an unsecured basis through the Interfund Lending Programif its outstanding borrowings from all sources immediately after the borrowing total 10% or less of its total assets, providedthat if the Fund has a secured loan outstanding from any other lender, including but not limited to another fund, the Fund’sInterfund Loan will be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loanvalue as any outstanding loan that requires collateral. If the Fund’s total outstanding borrowings immediately after anInterfund Loan exceed 10% of its total assets, the Fund may borrow through the Interfund Lending Program on a securedbasis only. The Fund may not borrow under the Interfund Lending Program or from any other source if its total outstandingborrowings immediately after such borrowing would be more than 33 1/3% of its total assets or any lower thresholdprovided for by the Fund’s investment restrictions.If the Fund has outstanding bank borrowings, any Interfund Loans to the Fund would: (a) be at an interest rate equal to orlower than that of any outstanding bank loan, (b) be secured at least on an equal priority basis with at least an equivalentpercentage of collateral to loan value as any outstanding bank loan that requires collateral, (c) have a maturity no longerthan any outstanding bank loan (and in any event not over seven days), and (d) provide that, if an event of default by theFund occurs under any agreement evidencing an outstanding bank loan to the Fund, that event of default will automatically(without need for action or notice by the lending Fund) constitute an immediate event of default under the interfund lendingagreement, entitling the lending fund to call the Interfund Loan (and exercise all rights with respect to any collateral), andthat such call would be made if the lending bank exercises its right to call its loan under its agreement with the borrowingfund.In addition, no fund may lend to another fund through the Interfund Lending Program if the loan would cause the lendingfund’s aggregate outstanding loans through the Interfund Lending Program to exceed 15% of its current net assets at thetime of the loan. A fund’s Interfund Loans to any one fund shall not exceed 5% of the lending fund’s net assets. Theduration of Interfund Loans will be limited to the time required to obtain cash sufficient to repay such Interfund Loan, eitherthrough the sale of portfolio securities or the net sales of the fund’s shares, but in no event more than seven days, and forpurposes of this condition, loans effected within seven days of each other will be treated as separate loan transactions.Each Interfund Loan may be called on one business day’s notice by a lending fund and may be repaid on any day by aborrowing fund.Investment company securities The Fund may invest in other investment companies to the extent permitted by the 1940Act, SEC rules thereunder and exemptions thereto. With respect to unaffiliated funds in which the Fund may invest, Section12(d)(1)(A) of the 1940 Act requires that, as determined immediately after a purchase is made, (i) not more than 5% of thevalue of the Fund’s total assets will be invested in the securities of any one investment company, (ii) not more than 10% ofthe value of the Fund’s total assets will be invested in securities of investment companies as a group, and (iii) not more than3% of the outstanding voting stock of any one investment company will be owned by the Fund. The Fund will limit itsinvestments in unaffiliated funds in accordance with the Section 12(d)(1)(A) limitations set forth above, except to the extentthat any rules, regulations or no-action or exemptive relief under the 1940 Act permits the Fund’s investments to exceedsuch limits in unaffiliated underlying funds. Notwithstanding the foregoing, the Fund will limit its investment in otherinvestment companies in accordance with the Fund's fundamental investment restriction number two, which provides theFund may only invest up to 5% of its net asset value in other open-end investment companies. To the extent that the Fundinvests in another investment company, because other investment companies pay advisory, administrative and service feesthat are borne indirectly by investors, such as the Fund, there may be duplication of investment management and otherfees. The Fund may also invest its cash balances in affiliated money market funds to the extent permitted by its investmentpolicies and rules and exemptions granted under the 1940 Act.Investment grade debt securities Investment grade debt securities are securities that are rated at the time of purchase inthe top four ratings categories by one or more independent rating organizations such as S&P (rated BBB- or better) orMoody’s (rated Baa3 or higher) or, if unrated, are determined to be of comparable quality by the Fund’s investmentmanager. Generally, a higher rating indicates the rating agency’s opinion that there is less risk of default of obligationsthereunder including timely repayment of principal and payment of interest. Debt securities in the lowest investment gradecategory may have speculative characteristics and more closely resemble high-yield debt securities than investment-gradedebt securities. Lower-rated securities may be subject to all the risks applicable to high-yield debt securities and changes ineconomic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interestpayments than is the case with higher grade debt securities.A number of risks associated with rating agencies apply to the purchase or sale of investment grade debt securities.LIBOR Transition The Fund may invest in financial instruments that may have floating or variable rate calculations forpayment obligations or financing terms based on LIBOR, which is the benchmark interest rate at which major global bankslend to one another in the international interbank market for short-term loans. On July 27, 2017, the United Kingdom’sFinancial Conduct Authority (the “FCA”) announced its intention to cease sustaining the LIBOR after

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2021. Although many LIBOR rates will be phased out at the end of 2021 as originally intended, a selection of widely usedUSD LIBOR rates will continue to be published until June 2023 in order to assist with the transition to alternative rates.Although, the FCA will require that LIBOR’s administrator, ICE Benchmark Administration, continue to publish select LIBORrates on a synthetic basis throughout 2022, those synthetic rates may not be considered representative of the underlyingmarket. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. Assuch, the potential effect of a transition away from LIBOR on the Fund or the Fund’s investments that use or may use afloating rate based on LIBOR cannot yet be determined.The transition process might lead to increased volatility and illiquidity in markets that currently rely on LIBOR to determineinterest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectivenessof new hedges placed against existing LIBOR-based instruments.In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve,announced a replacement for LIBOR, the Secured Overnight Funding Rate (SOFR). The Federal Reserve Bank of NewYork began publishing the SOFR in April 2018, which is a broad measure of the cost of overnight borrowing of cashcollateralized by Treasury securities. SOFR is intended to serve as a reference rate for U.S. dollar-based debt andderivatives and ultimately reduce the markets’ dependence on LIBOR. There has been no global consensus as to analternative rate and bank working groups and regulators in other countries have suggested other alternatives for theirmarkets, including the Sterling Overnight Interbank Average Rate in the UK.Additionally, while some existing LIBOR-based instruments may contemplate a scenario where LIBOR is no longeravailable by providing for an alternative or “fallback” rate-setting methodology, not all existing LIBOR-based instrumentshave such fallback provisions and there remains uncertainty regarding the willingness and ability of issuers to addalternative rate-setting provisions in certain existing instruments.Mortgage securitiesOverview of mortgage-backed securities. Mortgage-backed securities, represent an ownership interest in a pool ofmortgage loans, usually originated by mortgage bankers, commercial banks, savings and loan associations, savings banksand credit unions to finance purchases of homes, commercial buildings or other real estate. The individual mortgage loansare packaged or "pooled" together for sale to investors. These mortgage loans may have either fixed or adjustable interestrates. A guarantee or other form of credit support may be attached to a mortgage-backed security to protect against defaulton obligations.As the underlying mortgage loans are paid off, investors receive principal and interest payments, which "pass-through"when received from individual borrowers, net of any fees owed to the administrator, guarantor or other service providers.Some mortgage-backed securities make payments of both principal and interest at a range of specified intervals; othersmake semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical bond).Mortgage-backed securities are based on different types of mortgages, including those on commercial real estate orresidential properties. The primary issuers or guarantors of mortgage-backed securities have historically been theGovernment National Mortgage Association (GNMA or Ginnie Mae), the Federal National Mortgage Association (FNMA orFannie Mae) and the Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac). Other issuers of mortgage-backed securities include commercial banks and other private lenders. Trading in mortgage-backed securities guaranteedby a governmental agency, instrumentality or sponsored enterprise may frequently take place in the to-be-announced (TBA)forward market. On June 3, 2019, under the FHFA's “Single Security Initiative” intended to maximize liquidity for bothFannie Mae and Freddie Mac mortgage-backed securities in the TBA market, Fannie Mae and Freddie Mac started issuinguniform mortgage-backed securities (“UMBS”) in place of their separate offerings of TBA-eligible mortgage-backedsecurities. The issuance of UMBS may not achieve the intended results and may have unanticipated or adverse effects onthe market for mortgage-backed securities. See “When-issued, delayed delivery and to-be-announced transactions” below.Ginnie Mae is a wholly-owned United States government corporation within the Department of Housing and UrbanDevelopment. Ginnie Mae guarantees the principal and interest on securities issued by institutions approved by Ginnie Mae(such as savings and loan institutions, commercial banks and mortgage bankers). Ginnie Mae also guarantees the principaland interest on securities backed by pools of mortgages insured by the Federal Housing Administration, or guaranteed bythe Department of Veterans Affairs. Ginnie Mae's guarantees are backed by the full faith and credit of the U.S. government.Guarantees as to the timely payment of principal and interest do not extend to the value or yield of mortgage-backedsecurities nor do they extend to the value of the Fund's shares which will fluctuate daily with market conditions.Fannie Mae is a government-sponsored corporation, but its common stock is owned by private stockholders. Fannie Maepurchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list ofapproved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks,commercial banks and credit unions and mortgage

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bankers. Pass-through securities issued by Fannie Mae are guaranteed as to timely payment of principal and interest byFannie Mae, but are not backed by the full faith and credit of the U.S. government.Freddie Mac was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit forresidential housing. It is a government-sponsored corporation formerly owned by the twelve Federal Home Loan Banks butnow its common stock is owned entirely by private stockholders. Freddie Mac issues Participation Certificates (PCs), whichare pass-through securities, each representing an undivided interest in a pool of residential mortgages. Freddie Macguarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith andcredit of the U.S. government.Although the mortgage-backed securities of Fannie Mae and Freddie Mac are not backed by the full faith and credit of theU.S. government, the Secretary of the Treasury has the authority to support Fannie Mae and Freddie Mac by purchasinglimited amounts of their respective obligations. The yields on these mortgage-backed securities have historically exceededthe yields on other types of U.S. government securities with comparable maturities due largely to their prepayment risk. TheU.S. government, in the past, provided financial support to Fannie Mae and Freddie Mac, but the U.S. government has nolegal obligation to do so, and no assurance can be given that the U.S. government will continue to do so.On September 6, 2008, the Federal Housing Finance Agency (FHFA) placed Fannie Mae and Freddie Mac intoconservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of Fannie Mae and FreddieMac and of any stockholder, officer or director of Fannie Mae and Freddie Mac. FHFA selected a new chief executive officerand chairman of the board of directors for each of Fannie Mae and Freddie Mac. Also, the U.S. Treasury entered into aSenior Preferred Stock Purchase Agreement imposing various covenants that severely limit each enterprise's operations.Fannie Mae and Freddie Mac continue to operate as going concerns while in conservatorship and each remains liable forall of its obligations, including its guaranty obligations associated with its mortgage-backed securities. The FHFA has thepower to repudiate any contract entered into by Fannie Mae and Freddie Mac prior to FHFA's appointment as conservatoror receiver, including the guaranty obligations of Fannie Mae and Freddie Mac. Accordingly, securities issued by FannieMae and Freddie Mac will involve a risk of non-payment of principal and interest.Private mortgage-backed securities. Issuers of private mortgage-backed securities, such as commercial banks, savings andloan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers, are notU.S. government agencies and may be both the originators of the underlying mortgage loans as well as the guarantors ofthe mortgage-backed securities, or they may partner with a government entity by issuing mortgage loans guaranteed orsponsored by the U.S. government or a U.S. government agency or sponsored enterprise. Pools of mortgage loans createdby private issuers generally offer a higher rate of interest than government and government-related pools because there areno direct or indirect government or government agency guarantees of payment. The risk of loss due to default on privatemortgage-backed securities is historically higher because neither the U.S. government nor an agency or instrumentalityhave guaranteed them. Timely payment of interest and principal is, however, generally supported by various forms ofinsurance or guarantees, including individual loan, title, pool and hazard insurance. Government entities, private insurancecompanies or the private mortgage poolers issue the insurance and guarantees. The insurance and guarantees and thecreditworthiness of their issuers will be considered when determining whether a mortgage-backed security meets theFund's quality standards. The Fund may buy mortgage-backed securities without insurance or guarantees if, through anexamination of the loan experience and practices of the poolers, the investment manager determines that the securitiesmeet the Fund's quality standards. Private mortgage-backed securities whose underlying assets are neither U.S.government securities nor U.S. government-insured mortgages, to the extent that real properties securing such assets maybe located in the same geographical region, may also be subject to a greater risk of default than other comparablesecurities in the event of adverse economic, political or business developments that may affect such region and, ultimately,the ability of property owners to make payments of principal and interest on the underlying mortgages. Non-governmentmortgage-backed securities are generally subject to greater price volatility than those issued, guaranteed or sponsored bygovernment entities because of the greater risk of default in adverse market conditions. Where a guarantee is provided by aprivate guarantor, the Fund is subject to the credit risk of such guarantor, especially when the guarantor doubles as theoriginator.Mortgage-backed securities that are issued or guaranteed by the U.S. government, its agencies or instrumentalities, are notsubject to the Fund's industry concentration restrictions, set forth under "Fundamental Investment Policies," by virtue of theexclusion from that test available to securities issued or guaranteed by the U.S. government or any of its agencies orinstrumentalities. In the case of privately issued mortgage-backed securities, the Fund categorizes the securities by theissuer's industry for purposes of the Fund's industry concentration restrictions.

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Other mortgage securities. Mortgage securities may include interests in pools of (i) reperforming loans, meaning that themortgage loans are current, including because of loan modifications, but had been delinquent in the past and (ii) non-performing loans, meaning that the mortgage loans are not current. Such mortgage securities present increased risks ofdefault, including non-payment of principal and interest.Additional risks. In addition to the special risks described below, mortgage securities are subject to many of the same risksas other types of debt securities. The market value of mortgage securities, like other debt securities, will generally varyinversely with changes in market interest rates, declining when interest rates rise and rising when interest rates decline.Mortgage securities differ from conventional debt securities in that most mortgage securities are pass-through securities.This means that they typically provide investors with periodic payments (typically monthly) consisting of a pro rata share ofboth regular interest and principal payments, as well as unscheduled early prepayments, on the underlying mortgage pool(net of any fees paid to the issuer or guarantor of such securities and any applicable loan servicing fees). As a result, theholder of the mortgage securities (i.e., the Fund) receives scheduled payments of principal and interest and may receiveunscheduled principal payments representing prepayments on the underlying mortgages. The rate of prepayments on theunderlying mortgages generally increases as interest rates decline, and when the Fund reinvests the payments and anyunscheduled payments of principal it receives, it may receive a rate of interest that is lower than the rate on the existingmortgage securities. For this reason, pass-through mortgage securities may have less potential for capital appreciation asinterest rates decline and may be less effective than other types of U.S. government or other debt securities as a means of"locking in" long-term interest rates. In general, fixed rate mortgage securities have greater exposure to this "prepaymentrisk" than variable rate securities.An unexpected rise in interest rates could extend the average life of a mortgage security because of a lower than expectedlevel of prepayments or higher than expected amounts of late payments or defaults. In addition, to the extent mortgagesecurities are purchased at a premium, mortgage foreclosures and unscheduled principal prepayments may result in someloss of the holder's principal investment to the extent of the premium paid. On the other hand, if mortgage securities arepurchased at a discount, both a scheduled payment of principal and an unscheduled payment of principal will increasecurrent and total returns and will accelerate the recognition of income that, when distributed to shareholders, will generallybe taxable as ordinary income. Regulatory, policy or tax changes may also adversely affect the mortgage securities marketas a whole or particular segments of such market, including if one or more government sponsored entities, such as FannieMae or Freddie Mac, are privatized or their conservatorship is terminated.Guarantees. The existence of a guarantee or other form of credit support on a mortgage security usually increases the pricethat the Fund pays or receives for the security. There is always the risk that the guarantor will default on its obligations.When the guarantor is the U.S. government, there is minimal risk of guarantor default. However, the risk remains if thecredit support or guarantee is provided by a private party or a U.S. government agency or sponsored enterprise. Even if theguarantor meets its obligations, there can be no assurance that the type of guarantee or credit support provided will beeffective at reducing losses or delays to investors, given the nature of the default. A guarantee only assures timely paymentof interest and principal, not a particular rate of return on the Fund's investment or protection against prepayment or otherrisks. The market price and yield of the mortgage security at any given time are not guaranteed and likely to fluctuate.Sector focus. The Fund's investments in mortgage securities may cause the Fund to have significant, indirect exposure to agiven market sector. If the underlying mortgages are predominantly from borrowers in a given market sector, the mortgagesecurities may respond to market conditions just as a direct investment in that sector would. As a result, the Fund mayexperience greater exposure to that specific market sector than it would if the underlying mortgages came from a widervariety of borrowers. Greater exposure to a particular market sector may result in greater volatility of the security's price andreturns to the Fund, as well as greater potential for losses in the absence or failure of a guarantee to protect againstwidespread defaults or late payments by the borrowers on the underlying mortgages.Similar risks may result from an investment in mortgage securities if the underlying real properties are located in the samegeographical region or dependent upon the same industries or sectors. Such mortgage securities will experience greaterrisk of default or late payment than other comparable but diversified securities in the event of adverse economic, political orbusiness developments because of the widespread affect an adverse event will have on borrowers' ability to makepayments on the underlying mortgages.Repurchase agreements Under a repurchase agreement, the Fund agrees to buy securities guaranteed as to payment ofprincipal and interest by the U.S. government or its agencies or instrumentalities from a qualified bank, broker-dealer orother counterparty and then to sell the securities back to such counterparty on an agreed upon date (generally less thanseven days) at a higher price, which reflects currently prevailing short-term interest rates. Entering into repurchaseagreements allows the Fund to earn a return on cash in the Fund's portfolio that would otherwise remain un-invested. Thecounterparty must transfer to the Fund's custodian, as collateral, securities with an initial market value of at least 102% ofthe dollar amount paid by the Fund to the counterparty. The investment manager will monitor the value

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of such collateral daily to determine that the value of the collateral equals or exceeds the repurchase price.Repurchase agreements may involve risks in the event of default or insolvency of the counterparty, including possibledelays or restrictions upon the Fund's ability to sell the underlying securities and additional expenses in seeking to enforcethe Fund's rights and recover any losses. The Fund will enter into repurchase agreements only with parties who meetcertain creditworthiness standards, i.e., banks or broker-dealers that the investment manager has determined, based on theinformation available at the time, present no serious risk of becoming involved in bankruptcy proceedings within the timeframe contemplated by the repurchase agreement. Although the Fund seeks to limit the credit risk under a repurchaseagreement by carefully selecting counterparties and accepting only high quality collateral, some credit risk remains. Thecounterparty could default which may make it necessary for the Fund to incur expenses to liquidate the collateral. Inaddition, the collateral may decline in value before it can be liquidated by the Fund.A repurchase agreement with more than seven days to maturity is considered an illiquid security and is subject to theFund's investment restriction on illiquid securities.Securities lending To generate additional income, the Fund may lend certain of its portfolio securities to qualified banksand broker-dealers (referred to as "borrowers"). In exchange, the Fund receives cash collateral from a borrower at leastequal to the value of the security loaned by the Fund. Cash collateral typically consists of any combination of cash,securities issued by the U.S. government and its agencies and instrumentalities, and irrevocable letters of credit. The Fundmay invest this cash collateral while the loan is outstanding and generally retains part or all of the interest earned on thecash collateral. Securities lending allows the Fund to retain ownership of the securities loaned and, at the same time, earnadditional income.For each loan, the borrower usually must maintain with the Fund's custodian collateral with an initial market value at leastequal to 102% of the market value of the domestic securities loaned (or 105% of the market value of foreign securitiesloaned), including any accrued interest thereon. Such collateral will be marked-to-market daily, and if the coverage fallsbelow 100%, the borrower will be required to deliver additional collateral equal to at least 102% of the market value of thedomestic securities loaned (or 105% of the foreign securities loaned).The Fund retains all or a portion of the interest received on investment of the cash collateral or receives a fee from theborrower. The Fund also continues to receive any distributions paid on the loaned securities. The Fund seeks to maintainthe ability to obtain the right to vote or consent on proxy proposals involving material events affecting securities loaned. TheFund may terminate a loan at any time and obtain the return of the securities loaned within the normal settlement period forthe security involved.If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fundcould experience delays and costs in recovering the securities loaned or in gaining access to the collateral. These delaysand costs could be greater for foreign securities. If the Fund is not able to recover the securities loaned, the Fund may sellthe collateral and purchase a replacement investment in the market. Additional transaction costs would result, and the valueof the collateral could decrease below the value of the replacement investment by the time the replacement investment ispurchased. Until the replacement can be purchased, the Fund will not have the desired level of exposure to the securitywhich the borrower failed to return. Cash received as collateral through loan transactions may be invested in other eligiblesecurities, including shares of a money market fund. Investing this cash subjects the Fund to greater market risk includinglosses on the collateral and, should the Fund need to look to the collateral in the event of the borrower's default, losses onthe loan secured by that collateral.The Fund will loan its securities only to parties who meet creditworthiness standards approved by the Fund's board (i.e.,banks or broker-dealers that the investment manager has determined are not apparently at risk of becoming involved inbankruptcy proceedings within the time frame contemplated by the loan). In addition, pursuant to the 1940 Act and SECinterpretations thereof, the aggregate market value of securities that may be loaned by the Fund is limited to 33 1/3% of theFund's total assets or such lower limit as set by the Fund or its board.Structured investments Structured investments are interests in entities organized and operated solely for the purpose ofrestructuring the investment characteristics of a security or securities and then issuing that restructured security.Restructuring involves the deposit with, or purchase by, an entity (such as a corporation or trust) of specified instrumentsand the issuance by that entity of one or more classes of securities (structured investments) backed by, or representinginterests in, the underlying instruments.Subordinated classes typically have higher yields and present greater risks than unsubordinated classes. The extent of thepayments made with respect to structured investments is dependent on the extent of the cash flow on the underlyinginstruments.Certain issuers of structured investments may be deemed to be "investment companies" as defined in the 1940 Act. As aresult, the Fund's investment in these structured investments may be limited by the restrictions contained in the 1940 Act.The risks associated with investing in a structured investment

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are usually tied to the risks associated with investing in the underlying instruments and securities. The risks will also dependupon the comparative subordination of the class held by the Fund, relative to the likelihood of a default on the structuredinvestment. To the extent that the Fund is exposed to default, the Fund's structured investment may involve risks similar tothose of high-yield debt securities. Structured investments typically are sold in private placement transactions, and therecurrently is no active trading market for structured investments. To the extent such investments are deemed to be illiquid,they will be subject to the Fund's restrictions on investments in illiquid securities.These entities typically are organized by investment banking firms that receive fees in connection with establishing eachentity and arranging for the placement of its securities. The Fund will indirectly pay its portion of these fees in addition to thefees associated with the creation and marketing of the underlying instruments and securities. If an active investmentmanagement component is combined with the underlying instruments and securities in the structured investment, theremay be ongoing advisory fees which the Fund's shareholders would indirectly pay.Subscription rights Foreign corporations frequently issue additional capital stock by means of subscription rights offeringsto existing shareholders at a price below the market price of the shares. The failure to exercise such rights would result indilution of the Fund's interest in the issuing company. Nothing herein shall be deemed to prohibit the Fund from purchasingthe securities of any issuer pursuant to the exercise of subscription rights distributed to the Fund by the issuer, except thatno such purchase may be made if, as a result, the Fund would no longer be a diversified investment company as defined inthe 1940 Act.Temporary investments When the investment manager believes market or economic conditions are unfavorable forinvestors, the investment manager may invest up to 100% of the Fund's assets in temporary defensive investments,including cash, cash equivalents or other high quality short-term investments, such as short-term debt instruments,including U.S. government securities, high grade commercial paper, repurchase agreements, negotiable certificates ofdeposit, non-negotiable fixed time deposits, bankers acceptances, and other money market equivalents. To the extentallowed by exemptions from and rules under the 1940 Act and the Fund's other investment policies and restrictions, theinvestment manager also may invest the Fund's assets in shares of one or more money market funds managed by theinvestment manager or its affiliates. Unfavorable market or economic conditions may include excessive volatility or aprolonged general decline in the securities markets, the securities in which the Fund normally invests, or the economies ofthe countries where the Fund invests. Temporary defensive investments can and do experience defaults. The likelihood ofdefault on a temporary defensive investment may increase in the market or economic conditions which are likely to triggerthe Fund's investment therein. The investment manager also may invest in these types of securities or hold cash whilelooking for suitable investment opportunities or to maintain liquidity. When the Fund's assets are invested in temporaryinvestments, the Fund may not be able to achieve its investment goal.U.S. government securities U.S. government securities include obligations of, or securities guaranteed by, the U.S.federal government, its agencies, instrumentalities or sponsored enterprises. Some U.S. government securities aresupported by the full faith and credit of the U.S. government. These include U.S. Treasury obligations and securities issuedby the Government National Mortgage Association (GNMA). A second category of U.S. government securities are thosesupported by the right of the agency, instrumentality or sponsored enterprise to borrow from the U.S. government to meetits obligations. These include securities issued by Federal Home Loan Banks.A third category of U.S. government securities are those supported by only the credit of the issuing agency, instrumentalityor sponsored enterprise. These include securities issued by the Federal National Mortgage Association (FNMA) andFederal Home Loan Mortgage Corporation (FHLMC). In the event of a default, an investor like the Fund would only havelegal recourse to the issuer, not the U.S. government. Although the U.S. government has provided support for thesesecurities in the past, there can be no assurance that it will do so in the future. The U.S. government has also madeavailable additional guarantees for limited periods to stabilize or restore a market in the wake of an economic, political ornatural crisis. Such guarantees, and the economic opportunities they present, are likely to be temporary and cannot berelied upon by the Fund. Any downgrade of the credit rating of the securities issued by the U.S. government may result in adowngrade of securities issued by its agencies or instrumentalities, including government-sponsored entities.The following is a description of the general risks associated with the Fund's investing in debt securitiesCredit Debt securities are subject to the risk of an issuer's (or other party's) failure or inability to meet its obligations underthe security. Multiple parties may have obligations under a debt security. An issuer or borrower may fail to pay principal andinterest when due. A guarantor, insurer or credit support provider may fail to provide the agreed upon protection. Acounterparty to a transaction may fail to perform its side of the bargain. An intermediary or agent interposed between theinvestor and other parties may fail to perform the terms of its service. Also, performance under a debt security may belinked to the obligations of other persons who may fail to meet their obligations. The credit risk associated with a debtsecurity could increase to the extent that the Fund's

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ability to benefit fully from its investment in the security depends on the performance by multiple parties of their respectivecontractual or other obligations. The market value of a debt security is also affected by the market's perception of thecreditworthiness of the issuer.The Fund may incur substantial losses on debt securities that are inaccurately perceived to present a different amount ofcredit risk than they actually do by the market, the investment manager or the rating agencies. Credit risk is generallygreater where less information is publicly available, where fewer covenants safeguard the investors' interests, wherecollateral may be impaired or inadequate, where little legal redress or regulatory protection is available, or where a party'sability to meet obligations is speculative. Additionally, any inaccuracy in the information used by the Fund to evaluate creditrisk may affect the value of securities held by the Fund.Obligations under debt securities held by the Fund may never be satisfied or, if satisfied, only satisfied in part.Some securities are subject to risks as a result of a credit downgrade or default by a government, or its agencies or,instrumentalities. Credit risk is a greater concern for high-yield debt securities and debt securities of issuers whose ability topay interest and principal may be considered speculative. Debt securities are typically classified as investment grade-quality (medium to highest credit quality) or below investment grade-quality (commonly referred to as high-yield or junkbonds). Many individual debt securities are rated by a third party source, such as Moody's or S&P to help describe thecreditworthiness of the issuer.Debt securities ratings The investment manager performs its own independent investment analysis of securities beingconsidered for the Fund's portfolio, which includes consideration of, among other things, the issuer's financial resources, itssensitivity to economic conditions and trends, its operating history, the quality of the issuer's management and regulatorymatters. The investment manager also considers the ratings assigned by various investment services and independentrating agencies, such as Moody's and S&P, that publish ratings based upon their assessment of the relativecreditworthiness of the rated debt securities. Generally, a lower rating indicates higher credit risk. Higher yields areordinarily available from debt securities in the lower rating categories. These ratings are described at the end of this SAIunder “Description of Ratings.”Using credit ratings to evaluate debt securities can involve certain risks. For example, ratings assigned by the ratingagencies are based upon an analysis completed at the time of the rating of the obligor's ability to pay interest and repayprincipal. Rating agencies typically rely to a large extent on historical data which may not accurately represent present orfuture circumstances. Ratings do not purport to reflect the risk of fluctuations in market value of the debt security and arenot absolute standards of quality and only express the rating agency's current opinion of an obligor's overall financialcapacity to pay its financial obligations. A credit rating is not a statement of fact or a recommendation to purchase, sell orhold a debt obligation. Also, credit quality can change suddenly and unexpectedly, and credit ratings may not reflect theissuer's current financial condition or events since the security was last rated. Rating agencies may have a financial interestin generating business, including from the arranger or issuer of the security that normally pays for that rating, and providinga low rating might affect the rating agency's prospects for future business. While rating agencies have policies andprocedures to address this potential conflict of interest, there is a risk that these policies will fail to prevent a conflict ofinterest from impacting the rating.Extension The market value of some debt securities, particularly mortgage securities and certain asset backed securities,may be adversely affected when bond calls or prepayments on underlying mortgages or other assets are less or slowerthan anticipated. This risk is extension risk. Extension risk may result from, for example, rising interest rates or unexpecteddevelopments in the markets for the underlying assets or mortgages. As a consequence, the security's effective maturitywill be extended, resulting in an increase in interest rate sensitivity to that of a longer-term instrument. Extension riskgenerally increases as interest rates rise. This is because, in a rising interest rate environment, the rate of prepayment andexercise of call or buy-back rights generally falls and the rate of default and delayed payment generally rises. When thematurity of an investment is extended in a rising interest rate environment, a below-market interest rate is usually locked-inand the value of the security reduced. This risk is greater for fixed-rate than variable-rate debt securities.Income Income risk is the risk that the Fund's income will decline during periods of falling interest rates, when the Fundexperiences defaults on debt securities it holds or when the Fund realizes a loss upon a sale of a debt security. The Fund'sincome declines when interest rates fall because, as the Fund's higher-yielding debt securities mature, are prepaid or aresold, the Fund may have to re-invest the proceeds in debt securities that have lower interest rates. The amount and rate ofdistributions that the Fund's shareholders receive are affected by the income that the Fund receives from its portfolioholdings. If the income is reduced, distributions by the Fund to shareholders may be less.Fluctuations in income paid to the Fund are generally greater for variable rate debt securities. The Fund will be deemed toreceive taxable income on certain securities which pay no cash payments until maturity, such as zero-coupon securities.The Fund may be required to sell portfolio securities that it would otherwise continue to hold in order to obtain sufficient

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cash to make the distribution to shareholders required for U.S. tax purposes.Inflation The market price of debt securities generally falls as inflation increases because the purchasing power of thefuture income and repaid principal is expected to be worth less when received by the Fund. Debt securities that pay a fixedrather than variable interest rate are especially vulnerable to inflation risk because variable-rate debt securities may be ableto participate, over the long term, in rising interest rates which have historically corresponded with long-term inflationarytrends.Prepayment Debt securities, especially bonds that are subject to “calls,” such as asset-backed or mortgage-backedsecurities, are subject to prepayment risk if their terms allow the payment of principal and other amounts due before theirstated maturity. Amounts invested in a debt security that has been “called” or “prepaid” will be returned to an investorholding that security before expected by the investor. In such circumstances, the investor, such as a fund, may be requiredto re-invest the proceeds it receives from the called or prepaid security in a new security which, in periods of declininginterest rates, will typically have a lower interest rate. Prepayment risk is especially prevalent in periods of declining interestrates and will result for other reasons, including unexpected developments in the markets for the underlying assets ormortgages. For example, a decline in mortgage interest rates typically initiates a period of mortgage refinancings. Whenhomeowners refinance their mortgages, the investor in the underlying pool of mortgage-backed securities (such as a fund)receives its principal back sooner than expected, and must reinvest at lower, prevailing rates.Securities subject to prepayment risk are often called during a declining interest rate environment and generally offer lesspotential for gains and greater price volatility than other income-bearing securities of comparable maturity.Call risk is similar to prepayment risk and results from the ability of an issuer to call, or prepay, a debt security early. Ifinterest rates decline enough, the debt security's issuer can save money by repaying its callable debt securities and issuingnew debt securities at lower interest rates.Interest rate The market value of debt securities generally varies in response to changes in prevailing interest rates.Interest rate changes can be sudden and unpredictable. In addition, short-term and long-term rates are not necessarilycorrelated to each other as short-term rates tend to be influenced by government monetary policy while long-term rates aremarket driven and may be influenced by macroeconomic events (such as economic expansion or contraction), inflationexpectations, as well as supply and demand. During periods of declining interest rates, the market value of debt securitiesgenerally increases. Conversely, during periods of rising interest rates, the market value of debt securities generallydeclines. This occurs because new debt securities are likely to be issued with higher interest rates as interest ratesincrease, making the old or outstanding debt securities less attractive. In general, the market prices of long-term debtsecurities or securities that make little (or no) interest payments are more sensitive to interest rate fluctuations than shorter-term debt securities. The longer the Fund's average weighted portfolio duration, the greater the potential impact a change ininterest rates will have on its share price. Also, certain segments of the fixed income markets, such as high quality bonds,tend to be more sensitive to interest rate changes than other segments, such as lower-quality bonds.The following is a description of other risks associated with the Fund's investments:Focus The greater the Fund's exposure to (or focus on) any single type of investment – including investment in a givenindustry, sector, country, region, or type of security – the greater the impact of adverse events or conditions in such industry,sector, country, region or investment will have on the Fund's performance. To the extent the Fund has greater exposure toany single type of investment, the Fund's potential for loss (or gain) will be greater than if its portfolio were invested morebroadly in many types of investments.The Fund's exposure to such industries, sectors, regions and other investments may also arise indirectly through the Fund'sinvestments in debt securities (e.g., mortgage or asset-backed securities) that are secured by such investments. Similarrisks associated with focusing on a particular type of investment may result if real properties and collateral securing theFund's investments are located in the same geographical region or subject to the same risks or concerns.Inside information The investment manager (through its representatives or otherwise) may receive information thatrestricts the investment manager's ability to cause the Fund to buy or sell securities of an issuer for substantial periods oftime when the Fund otherwise could realize profit or avoid loss. This may adversely affect the Fund's flexibility with respectto buying or selling securities and may impair the Fund's liquidity.Liquidity Liquidity risk exists when particular investments are or become difficult to purchase or sell at the price at whichthe Fund has valued the security, whether because of current market conditions, the financial condition of the issuer, or thespecific type of investment. If the market for a particular security becomes illiquid (for example, due to changes in theissuer's financial condition), the Fund may be unable to sell such security at an advantageous time or price due to thedifficulty in selling such securities. To the extent that the Fund and its affiliates hold a significant portion of an issuer'soutstanding securities, the Fund may also be subject to greater liquidity risk than if the issuer's securities were more

33



widely held. The Fund may also need to sell some of the Fund's more liquid securities when it otherwise would not do so inorder to meet redemption requests, even if such sale of the liquid holdings would be disadvantageous from an investmentstandpoint. Reduced liquidity may also have an adverse impact on a security's market value and the sale of such securitiesoften results in higher brokerage charges or dealer discounts and other selling expenses. Reduced liquidity in thesecondary market for certain securities will also make it more difficult for the Fund to obtain market quotations based onactual trades for purposes of valuing the Fund's portfolio and thus pricing may be prone to error when market quotationsare volatile, infrequent and/or subject to large spreads between bid and ask prices. In addition, prices received by the Fundfor securities may be based on institutional “round lot” sizes, but the Fund may purchase, hold or sell smaller, “odd lot”sizes, which may be harder to sell. Odd lots may trade at lower prices than round lots, which may affect the Fund’s ability toaccurately value its investments.The market for certain equity or debt securities may become illiquid under adverse market or economic conditionsindependent of any specific adverse changes in the conditions of a particular issuer. For example, dealer capacity in certainfixed income markets appears to have undergone fundamental changes since the financial crisis of 2008, which may resultin low dealer inventories and a reduction in dealer market-making capacity. An increase in interest rates due to the taperingof the Federal Reserve Board’s quantitative easing program and other similar central bank actions, coupled with a reductionin dealer market-making capacity, may decrease liquidity and increase volatility in the fixed income markets. Liquidity riskgenerally increases (meaning that securities become more illiquid) as the number, or relative need, of investors seeking toliquidate in a given market increases; for example, when an asset class or classes fall out of favor and investors sell theirholdings in such classes, either directly or indirectly through investment funds, such as mutual funds .Management The investment manager's judgments about markets, interest rates or the attractiveness, relative values orpotential appreciation of particular investment strategies or sectors or securities purchased for the Fund's portfolio mayprove to be incorrect, all of which could cause the Fund to perform less favorably and may result in a decline in the Fund'sshare price.The investment manager selects investments for the Fund based on its own analysis and information as well as on externalsources of information, such as information that the investment manager obtains from other sources including throughconferences and discussions with third parties, and data that issuers of securities provide to the investment manager or filewith government agencies. The investment manager may also use information concerning institutional positions and buyingactivity in a security. The investment manager is not in a position to confirm the completeness, genuineness or accuracy ofany of such information that is provided or filed by an issuer, and in some cases, complete and accurate information is notreadily available. It is also possible that information on which the investment manager relies could be wrong or misleading.Additionally, legislative, regulatory, or tax developments may affect the investment techniques available to the investmentmanager in connection with managing the Fund and may also adversely affect the ability of the Fund to achieve itsinvestment goal. Management risk is greater when less qualitative information is available to the investment manager aboutan investment.Market The market value of securities owned by the Fund may go up or down, sometimes rapidly or unpredictably due togeneral market conditions which are not specifically related to a single corporate borrower or security issuer. These generalmarket conditions include real or perceived adverse economic or regulatory conditions, changes in the general outlook forcorporate earnings, changes in interest or currency exchange rates or adverse investor sentiment generally. Market valuesmay also decline due to factors which affect a particular industry or sector, such as labor shortages or increased productioncosts and competitive conditions within an industry, or a particular segment, such as mortgage or government securities.During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously. Whenmarkets perform well, there can be no assurance that the Fund's securities will participate in or otherwise benefit from theadvance.Portfolio turnover Portfolio turnover is a measure of how frequently the Fund's portfolio securities are bought and sold.High portfolio turnover rates generally increase transaction costs, which are Fund expenses. Such portfolio transactionsmay also result in the realization of taxable capital gains, including short-term capital gains, which are generally taxable atordinary income tax rates for federal income tax purposes for shareholders subject to income tax and who hold their sharesin a taxable account. Higher transaction costs reduce the Fund's returns.The SEC requires annual portfolio turnover to be calculated generally as the lesser of the Fund's purchases or sales ofportfolio securities during a given fiscal year, divided by the monthly average value of the Fund's portfolio securities ownedduring that year (excluding securities with a maturity or expiration date that, at the time of acquisition, was less than oneyear). For example, a fund reporting a 100% portfolio turnover rate would have purchased and sold securities worth asmuch as the monthly average value of its portfolio securities during the year. The portfolio turnover rates for the Fund aredisclosed in the sections entitled “Portfolio Turnover” and “Financial Highlights” of the Fund's prospectus.

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Portfolio turnover is affected by factors within and outside the control of the Fund and its investment manager. Theinvestment manager's investment outlook for the type of securities in which the Fund invests may change as a result ofunexpected developments in domestic or international securities markets, or in economic, monetary or politicalrelationships. High market volatility may result in the investment manager using a more active trading strategy than it mighthave otherwise pursued. The Fund's investment manager will consider the economic effects of portfolio turnover butgenerally will not treat portfolio turnover as a limiting factor in making investment decisions. Investment decisions affectingturnover may include changes in investment policies or management personnel, as well as individual portfolio transactions.Factors wholly outside the control of the investment manager that may increase portfolio turnover include increased mergerand acquisition activity, increased refinancing of outstanding debt by an issuer, or increased rates of bankruptcy or default,that may create involuntary transactions for funds that hold affected securities.During periods of rapidly declining interest rates, the rate of prepayments on portfolio investments may increase rapidly.When this happens, "sales" of portfolio securities are increased due to the return of principal to the Fund followed bypurchases of new portfolio securities to replace the "sold" ones.The rate of bond calls by issuers of fixed-income debt securities may increase as interest rates decline. This causes "sales"of called bonds by the Fund and the subsequent purchase of replacement investments.In addition, redemptions or exchanges by investors may require the liquidation of portfolio securities. Changes in particularportfolio holdings may also be made whenever a security is considered to be no longer the most appropriate investment forthe Fund, or another security appears to have a relatively better opportunity.Policies and Procedures Regarding the Release of Portfolio HoldingsThe Fund's overall policy with respect to the release of portfolio holdings is to release such information consistent withapplicable legal requirements and the fiduciary duties owed to shareholders. Subject to the limited exceptions describedbelow, the Fund will not make available to anyone non-public information with respect to its portfolio holdings, until suchtime as the information is made available to all shareholders or the general public.For purposes of this policy, portfolio holdings information does not include aggregate, composite or descriptive informationthat, in the reasonable judgement of the Fund’s Chief Compliance Officer, does not present risks of dilution, arbitrage,market timing, insider trading or other inappropriate trading to the detriment of the Fund. Information excluded from thedefinition of portfolio holdings information generally includes, without limitation: (1) descriptions of allocations among assetclasses, regions, countries or industries/sectors; (2) aggregated data such as average or median ratios, marketcapitalization, credit quality or duration; (3) performance attributions by industry, sector or country; or (4) aggregated riskstatistics. Such information, if made available to anyone, will be made available to any person upon request, but, becausesuch information is generally not material to investors, it may or may not be posted on the Fund's website. In addition, otherinformation may also be deemed to not be portfolio holdings information if, in the reasonable belief of the Fund's ChiefCompliance Officer (or his/her designee), the release of such information would not present risks of dilution, arbitrage,market timing, insider trading or other inappropriate trading for the Fund.Consistent with current law, the Fund releases complete portfolio holdings information each fiscal quarter through regulatoryfilings with no more than a 60-day lag.In addition, subject to the limited exceptions noted below, a complete list of the Fund's portfolio holdings is generallyreleased no sooner than 20 calendar days after the end of each calendar month. Other portfolio holdings information, suchas top 10 holdings, commentaries and other materials that may reference specific holdings information of the Fund as of themost recent month end may be released monthly, no sooner than five days after the end of each month. Released portfolioholdings information can be viewed at franklintempleton.comTo the extent that this policy would permit the release of portfolio holdings information regarding a particular portfolioholding for the Fund that is the subject of ongoing purchase or sale orders/programs, or if the release of such portfolioholdings information would otherwise be sensitive or inappropriate due to liquidity or other market considerations, theportfolio manager for the Fund may request that the release of such information be withheld.Exceptions to the portfolio holdings release policy (to the extent not otherwise permitted pursuant to an exclusion) will bemade only when: (1) the Fund has a legitimate business purpose for releasing portfolio holdings information in advance ofrelease to all shareholders or the general public; (2) the recipient is subject to a duty of confidentiality pursuant to a signednon-disclosure agreement; and (3) the release of such information would not otherwise violate the antifraud provisions ofthe federal securities laws or fiduciary duties owed to Fund shareholders. The determination of whether to grant anexception, which includes the determination of whether the Fund has a legitimate business purpose for releasing portfolioholdings information in advance of release to all shareholders shall be made by the Fund's Chief

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Compliance Officer or his/her designee, following a request submitted in writing.The eligible third parties to whom portfolio holdings information may be released in advance of general release fall into thefollowing categories: data consolidators (including rating agencies), fund rating/ranking services and other data providers;service providers to the Fund and investment manager; municipal securities brokers using the Investor Tools product whichbrings together buyers and sellers of municipal securities in the normal operation of the municipal securities markets;certain entities, in response to any regulatory requirements, approved by the investment manager’s Chief ComplianceOfficer in limited circumstances; and transition managers hired by Fund shareholders. In addition, should the Fund processa shareholder’s redemption request in-kind, the Fund may, under certain circumstances, provide portfolio holdingsinformation to such shareholder to the extent necessary to allow the shareholder to prepare for receipt of such portfoliosecurities.The specific entities to whom the Fund may provide portfolio holdings in advance of their release to the general public are:• Bloomberg, Capital Access, CDA (Thomson Reuters), FactSet, Fidelity Advisors, S&P Global Ratings, Vestek, and Fidelity

Trust Company, all of whom may receive portfolio holdings information 15 days after the quarter end.• Service providers to the Fund that receive portfolio holdings information from time to time in advance of general release in

the course of performing, or to enable them to perform, services for the Fund, including: Custodian Bank: JPMorganChase Bank; Sub-Administrator: JPMorgan Chase Bank; Independent Registered Public Accounting Firm:PricewaterhouseCoopers LLP; Outside Fund Legal Counsel: Stradley Ronon Stevens & Young, LLP; IndependentDirectors'/Trustees' Counsel: Vedder Price P.C.; Proxy Voting Services: Glass, Lewis & Co., LLC; InstitutionalShareholder Services, Inc.; Brokerage Analytical Services: Sanford Bernstein, Brown Brothers Harriman, Royal Bank ofCanada Capital Markets, JP Morgan Securities Inc.; Financial Printers: Donnelley Financial Solutions, Inc. or GCOMSolutions, Inc.

Eligible third parties that do not otherwise have a duty of confidentiality or have not acknowledged such a duty are requiredto (a) execute a non-disclosure agreement that includes the following provisions or (b) otherwise acknowledge andrepresent adherence to substantially similar provisions. Non-disclosure agreements include the following provisions:• The recipient agrees to keep confidential until such information either is released to the public or the release is otherwise

approved by the Head of Global Compliance.• The recipient agrees not to trade on the non-public information received.• The recipient agrees to refresh its representation as to confidentiality and abstention from trading upon request from

Franklin Templeton.In no case does the Fund receive any compensation in connection with the arrangements to release portfolio holdingsinformation to any of the above-described recipients of the information.A fund other than a U.S. registered Franklin Templeton fund, such as an offshore fund or an unregistered private fund, withholdings that are not substantially similar to the holdings of a U.S. registered Franklin Templeton fund, is not subject to therestrictions imposed by the policy.Several investment managers within Franklin Templeton (F-T Managers) serve as investment managers to offshore fundsthat are registered or otherwise authorized for sale with foreign regulatory authorities. Certain of these offshore funds mayfrom time to time invest in securities substantially similar to those of the Fund. The release of portfolio holdings informationfor such offshore funds is excluded from the Fund's portfolio holdings release policy if such information is given to banks,broker-dealers, insurance companies, registered investment managers and other financial institutions (offshore investmentmanagers) with discretionary authority to select offshore funds on behalf of their clients. Such information may only bedisclosed for portfolio analytics, such as risk analysis/asset allocation, and the offshore investment manager will be requiredto execute a non-disclosure agreement, whereby such offshore investment manager: (1) agrees that it is subject to a dutyof confidentiality; (2) agrees that it will not (a) purchase or sell any portfolio securities based on any information received;(b) trade against any U.S. registered Franklin Templeton fund, including the Fund; (c) knowingly engage in any tradingpractices that are adverse to any such fund or its shareholders; and (d) trade in shares of any such fund; and (3) agrees tolimit the dissemination of such information so received within its organization other than to the extent necessary to fulfill itsobligations with respect to portfolio analytics for its discretionary clients.Certain F-T Managers serve as investment advisers to privately placed funds that are exempt from registration, includingCanadian institutional pooled funds (“Canadian funds”). In certain circumstances, such unregistered private funds andCanadian funds may have portfolio holdings that are not, in the aggregate, substantially similar to the holdings of a U.S.registered fund, as determined by the Chief Compliance Officer or his/her designee. Under such circumstances the releaseof portfolio holdings information to a client or potential client or unitholder of the unregistered private fund or Canadian fundmay be permissible. In

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circumstances where an unregistered private fund or Canadian fund invests in portfolio securities that, in the aggregate, aresubstantially similar to the holdings of a U.S. registered fund, such private funds and Canadian funds are subject to therestrictions imposed by the policy, except that the release of holdings information to a current investor therein is permissibleconditioned upon such investor’s execution of a non-disclosure agreement to mitigate the risk that portfolio holdingsinformation may be used to trade inappropriately against a fund. Such non-disclosure agreement must provide that theinvestor: (1) agrees that it is subject to a duty of confidentiality; (2) agrees to not disseminate such information (except thatthe investor may be permitted to disseminate such information to an agent as necessary to allow the performance ofportfolio analytics with respect to the investor’s investment in such fund), and (3) agrees not to trade on the non-publicinformation received or trade in shares of any U.S. registered Franklin or Templeton fund that is managed in a stylesubstantially similar to that of such fund, in the case of a Canadian fund.U.S. registered open-end funds and offshore funds with shares listed on a national securities exchange and that areoperating as Exchange Traded Funds and U.S. registered open-end funds and offshore funds substantially all of whoseassets are invested in registered open-end funds and/or Exchange Traded Funds are excepted from the policy’srestrictions.Certain F-T Managers provide model portfolios composed of portfolio holdings information to the sponsors of programsoffering separately managed accounts, unified model accounts or similar accounts (“Program Sponsors”). If such modelportfolios are substantially similar to those of a U.S. registered fund, such model portfolios may be provided to ProgramSponsors so long as the recipient Program Sponsors has executed a non-disclosure agreement or other agreementcontaining or incorporating confidentiality provisions that restrict the use and dissemination of confidential portfolio holdingsinformation received by the Program Sponsor as described in the following sentence, or other provisions that impose similarrestrictions on such use and dissemination. Such agreement provides that the Program Sponsor agrees that: (1) it issubject to a duty of confidentiality; (2) it will use confidential model portfolio information only to the extent necessary toperform its obligations under the agreement; and (3) it will not disclose confidential model portfolio information except topersonnel or parties who have a need to know such confidential information in connection with, or in order to fulfill thepurposes contemplated by, the agreement. In addition, for such model portfolios, other limitations on the release of suchinformation are in place that are designed to ensure that the release would not likely negatively affect the Fund’s executionof corresponding trades, such as an evaluation of the liquidity of the strategy of the applicable model portfolio.Some F-T Managers serve as sub-advisers to other mutual funds not within the Franklin Templeton fund complex ("otherfunds"), which may be managed in a style substantially similar to that of a U.S. registered Franklin or Templeton fund. Suchother funds are not subject to the Fund's portfolio holdings release policy. The sponsors of such funds may disclose theportfolio holdings of such funds at different times than the Fund discloses its portfolio holdings.

The Fund's portfolio holdings release policy and all subsequent amendments have been reviewed and approved by theFund's board, and any other material amendments shall also be reviewed and approved by the board. The investmentmanager's compliance staff conducts periodic reviews of compliance with the policy and provides at least annually a reportto the board regarding the operation of the policy and any material changes recommended as a result of such review. Theinvestment manager's compliance staff also will supply the board yearly with a list of exceptions granted to the policy, alongwith an explanation of the legitimate business purpose of the Fund that is served as a result of the exception.Officers and Directors

The Fund has a board of directors. Each director will serve until that person resigns, retires and/or a successor is electedand qualified. The board is responsible for the overall management of the Fund, including general supervision and review ofthe Fund's investment activities. The board, in turn, elects the officers of the Fund who are responsible for administering

the Fund's day-to-day operations. The board also monitors the Fund to help ensure that no material conflicts exist amongshare classes. While none are expected, the board will act appropriately to resolve any material conflict that may arise.The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with theFund, principal occupations during at least the past five years, number of portfolios overseen in the Franklin Templeton fundcomplex and other directorships held during at least the past five years are shown below.

Independent Board Members

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Name, Year of Birthand Address Position

Length of TimeServed

Number of Portfoliosin Fund ComplexOverseen byBoard Member1

Other Directorships Held During at Leastthe Past 5 Years

Harris J. Ashton (1932)300 S.E. 2nd StreetFort Lauderdale, FL 33301-1923

Director Since 1992 120 Bar-S Foods (meat packing company)(1981-2010).

Principal Occupation During at Least the Past 5 Years:Director of various companies; and formerly, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer andChairman of the Board, General Host Corporation (nursery and craft centers) (until 1998).Ann Torre Bates (1958)300 S.E. 2nd StreetFort Lauderdale, FL 33301-1923

Director Since 2008 30 Ares Capital Corporation (specialty financecompany) (2010-present), United NaturalFoods, Inc. (distributor of natural, organic andspecialty foods) (2013-present), formerly,Allied Capital Corporation (financial services)(2003-2010), SLM Corporation (Sallie Mae)(1997-2014) and Navient Corporation (loanmanagement, servicing and asset recovery)(2014-2016).

Principal Occupation During at Least the Past 5 Years:Director of various companies; and formerly, Executive Vice President and Chief Financial Officer, NHP Incorporated (manager of multifamily housing)(1995-1997); and Vice President and Treasurer, US Airways, Inc. (until 1995).Mary C. Choksi (1950)300 S.E. 2nd StreetFort Lauderdale, FL 33301-1923

Director Since 2016 121 Omnicom Group Inc. (advertising andmarketing communications services)(2011-present) and White Mountains InsuranceGroup, Ltd. (holding company) (2017-present);and formerly, Avis Budget Group Inc. (carrental) (2007-2020).

Principal Occupation During at Least the Past 5 Years:Director of various companies; and formerly, Founder and Senior Advisor, Strategic Investment Group (investment management group) (2015-2017);Founding Partner and Senior Managing Director, Strategic Investment Group (1987-2015); Founding Partner and Managing Director, Emerging MarketsManagement LLC (investment management firm) (1987-2011); and Loan Officer/ Senior Loan Officer/Senior Pension Investment Officer, World BankGroup (international financial institution) (1977-1987).Edith E. Holiday (1952)300 S.E. 2nd StreetFort Lauderdale, FL 33301-1923

LeadIndependentDirector

Director since2000 andLead IndependentDirector since 2007

121 Hess Corporation (exploration of oil and gas)(1993-present), Santander Consumer USAHoldings, Inc. (consumer finance)(2016-present), Santander Holdings USA(holding company) (2019-present); andformerly, Canadian National Railway (railroad)(2001-April 2021), White Mountains InsuranceGroup, Ltd. (holding company) (2004-May2021),RTI International Metals, Inc.(manufacture and distribution of titanium)(1999-2015) and H.J. Heinz Company(processed foods and allied products)(1994-2013).

Principal Occupation During at Least the Past 5 Years:Director or Trustee of various companies and trusts; and formerly, Assistant to the President of the United States and Secretary of the Cabinet(1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for PublicAffairs and Public Liaison-United States Treasury Department (1988-1989).J. Michael Luttig (1954)300 S.E. 2nd StreetFort Lauderdale, FL 33301-1923

Director Since 2009 121 Boeing Capital Corporation (aircraft financing)(2006-2010).

Principal Occupation During at Least the Past 5 Years:Private investor; and formerly, Counselor and Senior Advisor to the Chairman, CEO, and Board of Directors, of The Boeing Company (aerospacecompany), and member of the Executive Council (May 2019-January 1, 2020); Executive Vice President, General Counsel and member of the ExecutiveCouncil, The Boeing Company (2006-2019); and Federal Appeals Court Judge, United States Court of Appeals for the Fourth Circuit (1991-2006).David W. Niemiec (1949)300 S.E. 2nd StreetFort Lauderdale, FL 33301-1923

Director Since 2005 30 Hess Midstream LP (oil and gas midstreaminfrastructure (2017-present).

Principal Occupation During at Least the Past 5 Years:Advisor, Saratoga Partners (private equity fund); and formerly, Managing Director, Saratoga Partners (1998-2001) and SBC Warburg Dillon Read(investment banking) (1997-1998); Vice Chairman Dillon, Read & Co. Inc. (investment banking) (1991-1997); and Chief Financial Officer, Dillon, Read &Co. Inc. (1982-1997).

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Name, Year of Birthand Address Position

Length of TimeServed


Other Directorships Held During at Leastthe Past 5 Years

Larry D. Thompson (1945)300 S.E. 2nd StreetFort Lauderdale, FL 33301-1923

Director Since 2005 121 Graham Holdings Company (education andmedia organization) (2011-May 2021); TheSouthern Company (energy company)(2014-2020; previously 2010-2012) andCbeyond, Inc. (business communicationsprovider) (2010-2012).

Principal Occupation During at Least the Past 5 Years:Director of various companies; Counsel, Finch McCranie, LLP (law firm) (2015-present); John A. Sibley Professor of Corporate and Business Law,University of Georgia School of Law (2015-present; previously 2011-2012); and formerly, Independent Compliance Monitor and Auditor, Volkswagen AG(manufacturer of automobiles and commercial vehicles) (2017-2020); Executive Vice President - Government Affairs, General Counsel and CorporateSecretary, PepsiCo, Inc. (consumer products) (2012-2014); Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc.(2004-2011); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy AttorneyGeneral, U.S. Department of Justice (2001-2003).Constantine D. Tseretopoulos(1954)300 S.E. 2nd StreetFort Lauderdale, FL 33301-1923

Director Since 2000 20 None

Principal Occupation During at Least the Past 5 Years:Physician, Chief of Staff, owner and operator of the Lyford Cay Hospital (1987-present); director of various nonprofit organizations; and formerly,Cardiology Fellow, University of Maryland (1985-1987); and Internal Medicine Resident, Greater Baltimore Medical Center (1982-1985).Robert E. Wade (1946)300 S.E. 2nd StreetFort Lauderdale, FL 33301-1923

Director Since 2006 30 El Oro Ltd (investments) (2003-2019).

Principal Occupation During at Least the Past 5 Years:Attorney at law engaged in private practice as a sole practitioner (1972-2008) and member of various boards.Interested Board Members and Officers

Name, Year of Birth and Address PositionLength of TimeServed


Other Directorships HeldDuring at Least the Past5 Years

Gregory E. Johnson3 (1961)One Franklin ParkwaySan Mateo, CA 94403-1906

Director Since 2007 132 None

Principal Occupation During at Least the Past 5 Years:Executive Chairman, Chairman of the Board and Director, Franklin Resources, Inc.; officer and/or director or trustee, as the case may be, of some of theother subsidiaries of Franklin Resources, Inc. and of certain funds in the Franklin Templeton/Legg Mason fund complex; Vice Chairman, InvestmentCompany Institute; and formerly, Chief Executive Officer (2013-2020) and President (1994-2015) Franklin Resources, Inc.

Rupert H. Johnson, Jr.3 (1940)One Franklin ParkwaySan Mateo, CA 94403-1906

Chairman of the Board,Director and VicePresident

Chairman of theBoardand Director since2013, VicePresidentsince 1996

121 None

Principal Occupation During at Least the Past 5 Years:Director (Vice Chairman), Franklin Resources, Inc.; Director, Franklin Advisers, Inc.; and officer and/or director or trustee, as the case may be, of some ofthe other subsidiaries of Franklin Resources, Inc. and of certain funds in the Franklin Templeton/Legg Mason fund complex.

Alan T. Bartlett (1970)Lyford CayNassau, Bahamas

President and ChiefExecutive Officer -InvestmentManagement

Since 2019 Not Applicable Not Applicable

Principal Occupation During at Least the Past 5 Years:President and Director, Templeton Global Advisors Limited; Chief Investment Officer of Templeton Global Equity Group; officer of certain funds in theFranklin Templeton/Legg Mason complex; Chairman of the Board, Goodhart Partners; and formerly, Chief Executive Officer, Goodhart Partners(2009-2019).

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Alison E. Baur (1964)One Franklin ParkwaySan Mateo, CA 94403-1906

Vice President Since 2012 Not Applicable Not Applicable

Principal Occupation During at Least the Past 5 Years:Deputy General Counsel, Franklin Templeton; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of certain funds in the FranklinTempleton/Legg Mason fund complex.

Breda M. Beckerle (1958)280 Park AvenueNew York, NY 10017

ChiefCompliance Officer


Principal Occupation During at Least the Past 5 Years:Chief Compliance Officer, Fiduciary Investment Management International, Inc., Franklin Advisers, Inc., Franklin Mutual Advisers, LLC, FranklinTempleton Institutional, LLC; and officer of certain funds in the Franklin Templeton/Legg Mason fund complex.Interested Board Members and Officers

Name, Year of Birth and Address PositionLength of TimeServed


Other Directorships HeldDuring at Least the Past5 Years

Steven J. Gray (1955)One Franklin ParkwaySan Mateo, CA 94403-1906


Principal Occupation During at Least the Past 5 Years:Senior Associate General Counsel, Franklin Templeton; Vice President, FASA, LLC; Assistant Secretary, Franklin Distributors, LLC; and officer of certainfunds in the Franklin Templeton/Legg Mason fund complex.

Matthew T. Hinkle (1971)One Franklin ParkwaySan Mateo, CA 94403-1906

Chief ExecutiveOfficer - Finance andAdministration


Principal Occupation During at Least the Past 5 Years:Senior Vice President, Franklin Templeton Services, LLC; officer of certain funds in the Franklin Templeton/Legg Mason fund complex; and formerly, VicePresident, Global Tax (2012-April 2017) and Treasurer/Assistant Treasurer, Franklin Templeton (2009-2017).

Susan Kerr (1949)620 Eighth AvenueNew York, NY 10018

Vice President - AMLCompliance

Since July 2021 Not Applicable Not Applicable

Principal Occupation During at Least the Past 5 Years:Senior Compliance Analyst, Franklin Templeton; Chief Anti-Money Laundering Compliance Officer, Legg Mason & Co., or its affiliates; Anti MoneyLaundering Compliance Officer; Senior Compliance Officer, LMIS; and officer of certain funds in the Franklin Templeton/Legg Mason fund complex.

Navid J. Tofigh (1972)One Franklin ParkwaySan Mateo, CA 94403-1906


Principal Occupation During at Least the Past 5 Years:Senior Associate General Counsel, Franklin Templeton; and officer of certain funds in the Franklin Templeton/Legg Mason fund complex.

Craig S. Tyle (1960)One Franklin ParkwaySan Mateo, CA 94403-1906


Principal Occupation During at Least the Past 5 Years:General Counsel and Executive Vice President, Franklin Resources, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and ofcertain funds in the Franklin Templeton/Legg Mason fund complex.

Lori A. Weber (1964)300 S.E. 2nd StreetFort Lauderdale, FL 33301-1923

Vice President andSecretary

Vice Presidentsince 2011 andSecretary since2013

Not Applicable Not Applicable

Principal Occupation During at Least the Past 5 Years:Senior Associate General Counsel, Franklin Templeton; Assistant Secretary, Franklin Resources, Inc.; Vice President and Secretary, TempletonInvestment Counsel, LLC; and officer of certain funds in the Franklin Templeton/Legg Mason fund complex.

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Christopher Kings (1974)One Franklin ParkwaySan Mateo, CA 94403-1906

Chief Financial Officer,Chief AccountingOfficer and Treasurer

Since January2022

Not Applicable Not Applicable

Principal Occupation During at Least the Past 5 Years:Treasurer, U.S. Fund Administration & Reporting; and officer of certain funds in the Franklin Templeton/Legg Mason fund complex.Note 1: Rupert H. Johnson, Jr. is the uncle of Gregory E. Johnson.Note 2: Officer information is current as of the date of this SAI. It is possible that after this date, information about officers may change.1. We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton/Legg Mason fundcomplex. These portfolios have a common investment manager or affiliated investment managers.2. Gregory E. Johnson is considered to be an interested person of the Fund under the federal securities laws due to his position as an officer and directorof Franklin Resources, Inc. (Resources), which is the parent company of the Fund's investment manager and distributor.3. Rupert H. Johnson, Jr. is considered to be an interested person of the Fund under the federal securities laws due to his position as an officer anddirector and a major shareholder of Resources, which is the parent company of the Fund's investment manager and distributor.

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The Fund's independent board members constitute the sole independent board members of 12 investment companies inthe Franklin Templeton complex for which each independent board member currently is paid a $245,000 annual retainerfee, together with a $7,000 per meeting fee for attendance at each regularly scheduled board meeting, a portion of whichfees are allocated to the Fund. To the extent held, compensation may also be paid for attendance at specially held boardmeetings. The Fund's lead independent board member is paid an annual supplemental retainer of $50,000 for services tosuch investment companies, a portion of which is allocated to the Fund. Board members who serve on the Audit Committeeof the Fund and such other funds are paid a $10,000 annual retainer fee, together with a $3,000 fee per Committeemeeting in which they participate, a portion of which is allocated to the Fund. David W. Niemiec, who serves as chairman ofthe Audit Committee of the Fund and such other funds receives a fee of $25,000 per year in lieu of the Audit Committeemember annual retainer fee, a portion of which is allocated to the Fund. The following table provides the total fees paid toindependent board members by the Fund and by other funds in Franklin Templeton.

Name

Total FeesReceivedfrom the

Fund($)1

Total FeesReceived from

FranklinTempleton

($)2

Number ofBoards inFranklin

Templetonon which

EachServes3

Harris J. Ashton 69,598 640,317 35Ann Torre Bates 68,787 654,070 14Mary C. Choksi 63,650 684,367 36Edith E. Holiday 75,689 774,000 36J. Michael Luttig 68,978 706,001 36David W. Niemiec 72,388 603,878 14Larry D. Thompson 63,650 684,000 36Constantine D. Tseretopoulos 68,978 309,001 12Robert E. Wade 63,467 556,317 14

1.For the fiscal year ended August 31, 2021.2.Estimated for the calendar year ended December 31, 2021.3.We base the number of boards on the number of U.S. registered investment

companies in Franklin Templeton. This number does not includethe total number of series or portfolio within each investment company for which theboard members are responsible.

Independent board members are reimbursed for expenses incurred in connection with attending board meetings and suchexpenses are paid pro rata by each fund in Franklin Templeton for which they serve as director or trustee. No officer orboard member received any other compensation, including pension or retirement benefits, directly or indirectly from theFund or other funds in Franklin Templeton. Certain officers or board members who are shareholders of Franklin Resources,Inc. (Resources) may be deemed to receive indirect remuneration by virtue of their participation, if any, in the fees paid toits subsidiaries.Board members historically have followed a policy of having substantial investments in one or more of the FranklinTempleton funds, as is consistent with their individual financial goals. In February 1998, this policy was formalized throughthe adoption of a requirement that each board member invest one-third of fees received for serving as a director or trusteeof a Templeton fund (excluding committee fees) in shares of one or more Templeton funds and one-third of fees received forserving as a director or trustee of a Franklin fund (excluding committee fees) in shares of one or more Franklin funds untilthe value of such investments equals or exceeds five times the annual retainer and regular board meeting fees paid to suchboard member. Investments in the name of family members or entities controlled by a board member constitute fundholdings of such board member for purposes of this policy, and a three-year phase-in period applies to such investmentrequirements for newly elected board members. In implementing such policy, a board member's fund holdings existing onFebruary 27, 1998, are valued as of such date with subsequent investments valued at cost.The following tables provide the dollar range of equity securities beneficially owned by the board members of the Fund onDecember 31, 2020.Independent Board Members

Name of Board Member Dollar Range of Equity Securities in the Fund

Aggregate Dollar Range of Equity Securities inAll Funds Overseen by the Board Member inthe Franklin Templeton Fund Complex

Harris J. Ashton Over $100,000 Over $100,000Ann Torre Bates $50,001 - $100,000 Over $100,000Mary C. Choksi None Over $100,000Edith E. Holiday Over $100,000 Over $100,000J. Michael Luttig $50,001 - $100,000 Over $100,000David W. Niemiec None Over $100,000Larry D. Thompson None Over $100,000Constantine D. Tseretopoulos Over $100,000 Over $100,000Robert E. Wade $10,001 - $50,000 Over $100,000Interested Board Members



Name of Board Member Dollar Range of Equity Securities in the Fund

Aggregate Dollar Range of Equity Securities inAll Funds Overseen by the Board Member inthe Franklin Templeton Fund Complex

Gregory E. Johnson Over $100,000 Over $100,000Rupert H. Johnson, Jr. Over $100,000 Over $100,000Board committees The board maintains two standing committees: the Audit Committee and the Nominating Committee.The Audit Committee is generally responsible for recommending the selection of the Fund's independent registered publicaccounting firm (auditors), including evaluating their independence and meeting with such auditors to consider and reviewmatters relating to the Fund's financial reports and internal controls. The Audit Committee is comprised of the followingindependent directors of the Fund:

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Ann Torre Bates, J. Michael Luttig, David W. Niemiec and Constantine D. Tseretopoulos. The Nominating Committee iscomprised of the following independent directors of the Fund: Edith E. Holiday, J. Michael Luttig and Larry D. Thompson.The Nominating Committee is responsible for selecting candidates to serve as board members and recommending suchcandidates (a) for selection and nomination as independent board members by the incumbent independent board memberand the full board; and (b) for selection and nomination as interested board members by the full board.When the board has or expects to have a vacancy, the Nominating Committee receives and reviews information onindividuals qualified to be recommended to the full board as nominees for election as board members, including anyrecommendations by “Qualifying Fund Shareholders” (as defined below). To date, the Nominating Committee has been ableto identify, and expects to continue to be able to identify, from its own resources an ample number of qualified candidates.The Nominating Committee, however, will review recommendations from Qualifying Fund Shareholders to fill vacancies onthe board if these recommendations are submitted in writing and addressed to the Nominating Committee at the Fund'soffices at 300 S.E. 2nd Street, Fort Lauderdale, FL 33301-1923 and are presented with appropriate background materialconcerning the candidate that demonstrates his or her ability to serve as a board member, including as an independentboard member, of the Trust. A Qualifying Fund Shareholder is a shareholder who (i) has continuously owned of record, orbeneficially through a financial intermediary, shares of the Fund having a net asset value of not less than two hundred andfifty thousand dollars ($250,000) during the 24-month period prior to submitting the recommendation; and (ii) provides awritten notice to the Nominating Committee containing the following information: (a) the name and address of the QualifyingFund Shareholder making the recommendation; (b) the number of shares of the Fund which are owned of record andbeneficially by such Qualifying Fund Shareholder and the length of time that such shares have been so owned by theQualifying Fund Shareholder; (c) a description of all arrangements and understandings between such Qualifying FundShareholder and any other person or persons (naming such person or persons) pursuant to which the recommendation isbeing made; (d) the name, age, date of birth, business address and residence address of the person or persons beingrecommended; (e) such other information regarding each person recommended by such Qualifying Fund Shareholder aswould be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee beennominated by the board; (f) whether the shareholder making the recommendation believes the person recommended wouldor would not be an “interested person” of the Trust, as defined in the Investment Company Act of 1940 (1940 Act); and (g)the written consent of each person recommended to serve as a board member of the Trust if so nominated and elected/appointed.The Nominating Committee may amend these procedures from time to time, including the procedures relating to theevaluation of nominees and the process for submitting recommendations to the Nominating Committee.During the fiscal year ended August 31, 2021, the Audit Committee met five times; the Nominating Committee met fourtimes.Board role in risk oversight The board, as a whole, considers risk management issues as part of its general oversightresponsibilities throughout the year at regular board meetings, through regular reports that have been developed bymanagement, in consultation with the board and its counsel. These reports address certain investment, valuation, liquidityand 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 ontheir 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 investmentperformance of the Fund. In addition, the portfolio managers of the Fund meet regularly with the board to discuss portfolioperformance, including investment risk. To the extent that the Fund changes a particular investment strategy that couldhave a material impact on the Fund’s risk profile, the board generally is consulted with respect to such change. To theextent that the Fund invests in certain complex securities, including derivatives, the board receives periodic reportscontaining information about exposure of the Fund to such instruments. In addition, the investment manager’s investmentrisk personnel meet regularly with the board to discuss a variety of issues, including the impact on the Fund of theinvestment in particular securities or instruments, such as derivatives and commodities.With respect to valuation, the Fund’s administrator provides regular written reports to the board that enable the board tomonitor the number of fair valued securities in a particular portfolio, the reasons for the fair valuation and the methodologyused to arrive at the fair value. The board also reviews dispositional analysis information on the sale of securities thatrequire special valuation considerations such as illiquid or fair valued securities. In addition, the Fund’s Audit Committeereviews valuation procedures and results with the Fund’s auditors in connection with such Committee’s review of the resultsof the audit of the Fund’s year-end financial statements.

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With respect to liquidity risk, the board receives liquidity risk management reports under the Fund’s Liquidity RiskManagement (LRM) Program and reviews, no less frequently than annually, a written report prepared by the LRM ProgramAdministrator that addresses, among other items, the operation of the LRM Program and assesses its adequacy andeffectiveness of implementation as well as any material changes to the LRM Program.With respect to compliance risks, the board receives regular compliance reports prepared by the investment manager’scompliance 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 board members meet regularly in executivesession with the CCO, and the Fund’s CCO prepares and presents an annual written compliance report to the board. TheFund’s board adopts compliance policies and procedures for the Fund and approves such procedures for the Fund’sservice providers. The compliance policies and procedures are specifically designed to detect and prevent violations of thefederal securities laws.The investment manager periodically provides an enterprise risk management presentation to the board to describe theway in which risk is managed on a complex-wide level. Such presentation covers such areas as investment risk,reputational risk, personnel risk, and business continuity risk.Board structure Seventy-five percent of board members consist of independent board members who are not deemed tobe “interested persons” by reason of their relationship with the Fund’s management or otherwise as provided under the1940 Act. While the Chairman of the Board is an interested person, the board is also served by a lead independent boardmember. The lead independent board member, together with independent counsel, reviews proposed agendas for boardmeetings and generally acts as a liaison with management with respect to questions and issues raised by the independentboard members. The lead independent board member also presides at separate meetings of independent board membersheld in advance of each scheduled board meeting where various matters, including those being considered at such boardmeeting are discussed. It is believed such structure and activities assure that proper consideration is given at boardmeetings to matters deemed important to the Fund and its shareholders.Board member qualifications Information on the Fund's officers and board members appears above including informationon the business activities of board members during the past five years and beyond. In addition to personal qualities, suchas integrity, the role of an effective Fund board member inherently requires the ability to comprehend, discuss and criticallyanalyze materials and issues presented in exercising judgments and reaching informed conclusions relevant to his or herduties and fiduciary obligations. The board believes that the specific background of each board member evidences suchability and is appropriate to his or her serving on the Fund's board. As indicated, Harris J. Ashton has served as a chiefexecutive officer of a NYSE-listed public corporation; Ann Torre Bates has served as a chief financial officer of a majorcorporation and as a board member of a number of public companies; Mary C. Choksi has an extensive background inasset management, including founding an investment management firm; Larry D. Thompson and Edith E. Holiday eachhave legal backgrounds, including high level legal positions with departments of the U.S. government; J. Michael Luttig hasfifteen years of judicial experience as a Federal Appeals Court Judge and eleven years of experience as Executive VicePresident and General Counsel of a major public company; David W. Niemiec has been a chief financial officer of majorcorporation; Constantine D. Tseretopoulos has professional and executive experience as founder and Chief of Staff of ahospital; Robert E. Wade has had more than thirty years’ of experience as a solo practicing attorney; and Gregory E.Johnson and Rupert H. Johnson, Jr. are both high ranking executive officers of Franklin Templeton.Fair Valuation

The Fund’s board of directors has delegated to the investment manager the task of ensuring that regulatory guidelinesgoverning the fair valuation for securities are applied to the Fund. The Fund’s administrator has formed a ValuationCommittee (VC) to oversee these obligations. The VC oversees and administers the policies and procedures governing fairvaluation determination of securities. The VC meets monthly to review and approve fair value reports and conduct otherbusiness, and meets whenever necessary to review potential significant market events and take appropriate steps to adjustvaluations in accordance with established policies. The VC provides regular reports that document its activities to the boardof directors for its review and approval of pricing determinations at scheduled meetings.The Fund's policies and procedures governing fair valuation determination of securities have been initially reviewed andapproved by the board of directors and any material amendments will also be reviewed and approved by the board. Theinvestment manager's compliance staff, or another group within Franklin Templeton, conducts periodic reviews ofcompliance with the policies and provides at least annually a report to the board of directors regarding the operation of thepolicies and any material changes recommended as a result of such review.

44



Proxy Voting Policies and Procedures

The board of trustees of the Fund has delegated the authority to vote proxies related to the portfolio securities held by theFund to the Fund's investment manager, Templeton Global Advisors Limited, in accordance with the Proxy Voting Policiesand Procedures (Policies) adopted by the investment manager.The investment manager has delegated its administrative duties with respect to the voting of proxies for securities to theProxy Group within Franklin Templeton Companies, LLC (Proxy Group), an affiliate and wholly owned subsidiary of FranklinResources, Inc. All proxies received by the Proxy Group will be voted based upon the investment manager’s instructionsand/or policies. The investment manager votes proxies solely in the best interests of the Fund and its shareholders.To assist it in analyzing proxies of equity securities, the investment manager subscribes to Institutional ShareholderServices, Inc. (ISS), an unaffiliated third-party corporate governance research service that provides in-depth analyses ofshareholder meeting agendas, vote recommendations, vote execution services, ballot reconciliation services,recordkeeping and vote disclosure services. In addition, the investment manager subscribes to Glass, Lewis & Co., LLC(Glass Lewis), an unaffiliated third-party analytical research firm, to receive analyses and vote recommendations on theshareholder meetings of publicly held U.S. companies, as well as a limited subscription to its international research.Although analyses provided by ISS, Glass Lewis, and/or another independent third party proxy service provider (each a"Proxy Service") are thoroughly reviewed and considered in making a final voting decision, the investment manager doesnot consider recommendations from a Proxy Service or any third party to be determinative of the investment manager'sultimate decision. Rather, the investment manager exercises its independent judgment in making voting decisions. For mostproxy proposals, the investment manager’s evaluation will result in the same position being taken for all Funds. In somecases, however, the evaluation may result in a Fund or investment manager voting differently, depending upon the natureand objective of the Fund, the composition of its portfolio, whether the investment manager has adopted a custom votingpolicy, and other factors. As a matter of policy, the officers, directors/trustees and employees of the investment managerand the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of the Fund and itsshareholders. Efforts are made to resolve all conflicts in the best interests of the investment manager’s clients. Materialconflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker-dealer and vendorlists, information periodically gathered from directors and officers, and information derived from other sources, includingpublic filings. In situations where a material conflict of interest is identified, the Proxy Group may vote consistent with thevoting recommendation of a Proxy Service; or send the proxy directly to the Fund's board or a committee of the board withthe investment manager's recommendation regarding the vote for approval.Where a material conflict of interest has been identified, but the items on which the investment manager’s voterecommendations differ from a Proxy Service and relate specifically to (1) shareholder proposals regarding social orenvironmental issues, (2) “Other Business” without describing the matters that might be considered, or (3) items theinvestment manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Groupmay defer to the vote recommendations of the investment manager rather than sending the proxy directly to the Fund'sboard or a board committee for approval.To avoid certain potential conflicts of interest, the investment manager will employ echo voting or pass-through voting, ifpossible, in the following instances: (1) when the Fund invests in an underlying fund in reliance on any one of Sections12(d)(1)(F) or (G) of the 1940 Act, the rules thereunder, or pursuant to a SEC exemptive order thereunder; (2) when theFund invests uninvested cash in affiliated money market funds pursuant to the rules under the 1940 Act or any exemptiveorders thereunder (“cash sweep arrangement”); or (3) when required pursuant to the Fund’s governing documents orapplicable law. Echo voting means that the investment manager will vote the shares in the same proportion as the vote ofall other holders of the underlying fund's shares. With respect to instances when a Franklin Templeton U.S. registeredinvestment company invests in an underlying fund in reliance on any one of Sections 12(d)(1)(F) or (G) of the 1940 Act, therules thereunder, or pursuant to an SEC exemptive order thereunder, and there are no other unaffiliated shareholders alsoinvested in the underlying fund, the investment manager will vote in accordance with the recommendation of suchinvestment company’s board of trustees or directors. In addition, to avoid certain potential conflicts of interest, and whererequired under a fund’s governing documents or applicable law, the investment manager will employ pass-through votingwhen a Franklin Templeton U.S. registered investment company invests in an underlying fund in reliance on Section12(d)(1)(E) of the 1940 Act, the rules thereunder, or pursuant to an SEC exemptive order thereunder. In “pass-throughvoting,” a feeder fund will solicit voting instructions from its shareholders as to how to vote on the master fund’s proposals. Ifa Franklin Templeton investment company becomes a holder of more than 25% of the shares on a non-affiliated fund, as aresult of a decrease in the outstanding shares of the non-affiliated fund, then the investment manager will vote the shares inthe same proportion as the vote of all other holders of the non-affiliated fund.

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The recommendation of management on any issue is a factor that the investment manager considers in determining howproxies should be voted. However, the investment manager does not consider recommendations from management to bedeterminative of the investment manager’s ultimate decision. As a matter of practice, the votes with respect to most issuesare cast in accordance with the position of the company's management. Each issue, however, is considered on its ownmerits, and the investment manager will not support the position of the company's management in any situation where itdeems that the ratification of management’s position would adversely affect the investment merits of owning that company’sshares.Engagement with issuers. The investment manager believes that engagement with issuers is important to good corporategovernance and to assist in making proxy voting decisions. The investment manager may engage with issuers to discussspecific ballot items to be voted on in advance of an annual or special meeting to obtain further information or clarificationon the proposals. The investment manager may also engage with management on a range of environmental, social orcorporate governance issues throughout the year.Investment manager’s proxy voting policies and principles The investment manager has adopted general proxy votingguidelines, which are summarized below. These guidelines are not an exhaustive list of all the issues that may arise and theinvestment manager cannot anticipate all future situations. In all cases, each proxy and proposal (including bothmanagement and shareholder proposals) will be considered based on the relevant facts and circumstances on a case-by-case basis.Board of directors. The investment manager supports an independent, diverse board of directors, and prefers that keycommittees such as audit, nominating, and compensation committees be comprised of independent directors. Theinvestment manager supports boards with strong risk management oversight. The investment manager will generally voteagainst management efforts to classify a board and will generally support proposals to declassify the board of directors. Theinvestment manager will consider withholding votes from directors who have attended less than 75% of meetings without avalid reason. While generally in favor of separating Chairman and CEO positions, the investment manager will review thisissue as well as proposals to restore or provide for cumulative voting on a case-by-case basis, taking into considerationfactors such as the company’s corporate governance guidelines or provisions and performance. The investment managergenerally will support non-binding shareholder proposals to require a majority vote standard for the election of directors;however, if these proposals are binding, the investment manager will give careful review on a case-by-case basis of thepotential ramifications of such implementation.In the event of a contested election, the investment manager will review a number of factors in making a decision includingmanagement’s track record, the company’s financial performance, qualifications of candidates on both slates, and thestrategic plan of the dissidents and/or shareholder nominees.Ratification of auditors of portfolio companies. The investment manager will closely scrutinize the independence, role andperformance of auditors. On a case-by-case basis, the investment manager will examine proposals relating to non-auditrelationships and non-audit fees. The investment manager will also consider, on a case-by-case basis, proposals to rotateauditors, and will vote against the ratification of auditors when there is clear and compelling evidence of a lack ofindependence, accounting irregularities or negligence. The investment manager may also consider whether the ratificationof auditors has been approved by an appropriate audit committee that meets applicable composition and independencerequirements.Management and director compensation. A company’s equity-based compensation plan should be in alignment with theshareholders’ long-term interests. The investment manager believes that executive compensation should be directly linkedto the performance of the company. The investment manager evaluates plans on a case-by-case basis by consideringseveral factors to determine whether the plan is fair and reasonable, including the ISS quantitative model utilized to assesssuch plans and/or the Glass Lewis evaluation of the plans. The investment manager will generally oppose plans that havethe potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing ofunderwater options, or plans that have an automatic share replenishment “evergreen” feature. The investment manager willgenerally support employee stock option plans in which the purchase price is at least 85% of fair market value, and whenpotential dilution is 10% or less.Severance compensation arrangements will be reviewed on a case-by-case basis, although the investment manager willgenerally oppose “golden parachutes” that are considered to be excessive. The investment manager will normally supportproposals that require a percentage of directors’ compensation to be in the form of common stock, as it aligns their interestswith those of shareholders.The investment manager will review non-binding say-on-pay proposals on a case-by-case basis, and will generally vote infavor of such proposals unless compensation is misaligned with performance and/or shareholders’ interests, the companyhas not provided reasonably clear disclosure regarding its compensation practices, or there are concerns with thecompany’s remuneration practices.

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Anti-takeover mechanisms and related issues. The investment manager generally opposes anti-takeover measures sincethey tend to reduce shareholder rights. However, as with all proxy issues, the investment manager conducts anindependent review of each anti-takeover proposal. On occasion, the investment manager may vote with managementwhen the research analyst has concluded that the proposal is not onerous and would not harm the Fund or its shareholders’interests. The investment manager generally supports proposals that require shareholder rights’ plans (often referred to as“poison pills”) to be subject to a shareholder vote and will closely evaluate such plans on a case-by-case basis to determinewhether or not they warrant support. In addition, the investment manager will generally vote against any proposal to issuestock that has unequal or subordinate voting rights. The investment manager generally opposes any supermajority votingrequirements as well as the payment of “greenmail.” The investment manager generally supports “fair price” provisions andconfidential voting. The investment manager will review a company’s proposal to reincorporate to a different state orcountry on a case-by-case basis taking into consideration financial benefits such as tax treatment as well as comparingcorporate governance provisions and general business laws that may result from the change in domicile.Changes to capital structure. The investment manager realizes that a company's financing decisions have a significantimpact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock orthe assumption of additional debt. The investment manager will review, on a case-by-case basis, proposals by companiesto increase authorized shares and the purpose for the increase. The investment manager will generally not vote in favor ofdual-class capital structures to increase the number of authorized shares where that class of stock would have superiorvoting rights. The investment manager will generally vote in favor of the issuance of preferred stock in cases where thecompany specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stockissuance are deemed reasonable. The investment manager will review proposals seeking preemptive rights on a case-by-case basis.Mergers and corporate restructuring. Mergers and acquisitions will be subject to careful review by the research analyst todetermine whether they would be beneficial to shareholders. The investment manager will analyze various economic andstrategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subjectto a thorough examination on a case-by-case basis.Environmental and social issues. The investment manager considers environmental and social issues alongside traditionalfinancial measures to provide a more comprehensive view of the value, risk and return potential of an investment.Companies may face significant financial, legal and reputational risks resulting from poor environmental and socialpractices, or negligent oversight of environmental or social issues. Franklin Templeton’s “Responsible Investment Principlesand Policies” describes the investment manager’s approach to consideration of environmental, social and governanceissues within the investment manager’s processes and ownership practices.Shareholder proposals. The investment manager will review shareholder proposals on a case-by-case basis and maysupport those that serve to enhance value or mitigate risk, are drafted appropriately, and do not disrupt the course ofbusiness or require a disproportionate or inappropriate use of company resources.In the investment manager’s experience, those companies that are managed well are often effective in dealing with therelevant environmental and social issues that pertain to their business. As such, the investment manager will generally givemanagement discretion with regard to environmental and social issues. However, in cases where management and theboard have not demonstrated adequate efforts to mitigate material environmental or social risks, have engaged ininappropriate or illegal conduct, or have failed to adequately address current or emergent risks that threaten shareholdervalue, the investment manager may choose to support well-crafted shareholder proposals that serve to promote or protectshareholder value. This may include seeking appropriate disclosure regarding material environmental and social issues.The investment manager will consider supporting a shareholder proposal seeking disclosure and greater board oversight oflobbying and corporate political contributions if the investment manager believes that there is evidence of inadequateoversight by the company’s board, if the company’s current disclosure is significantly deficient, or if the disclosure is notablylacking in comparison to the company’s peers.Governance matters. The investment manager generally supports the right of shareholders to call special meetings and actby written consent. However, the investment manager will review such shareholder proposals on a case-by-case basis in aneffort to ensure that such proposals do not disrupt the course of business or require a disproportionate or inappropriate useof company resources.Proxy access. In cases where the investment manager is satisfied with company performance and the responsiveness ofmanagement, it will generally vote against shareholder proxy access proposals not supported by management. In otherinstances, the investment manager will consider such proposals on a case-by-case basis, taking into account factors suchas the size of the company, ownership thresholds and holding periods, nomination limits (e.g.,

47



number of candidates that can be nominated), the intentions of the shareholder proponent, and shareholder base.Global corporate governance. Many of the tenets discussed above are applied to the investment manager's proxy votingdecisions for international investments. However, the investment manager must be flexible in these worldwide markets.Principles of good corporate governance may vary by country, given the constraints of a country’s laws and acceptablepractices in the markets. As a result, it is on occasion difficult to apply a consistent set of governance practices to allissuers. As experienced money managers, the investment manager's analysts are skilled in understanding the complexitiesof the regions in which they specialize and are trained to analyze proxy issues germane to their regions.The investment manager will generally attempt to process every proxy it receives for all domestic and foreign securities.However, there may be situations in which the investment manager may be unable to successfully vote a proxy, or maychoose not to vote a proxy, such as where: (i) a proxy ballot was not received from the custodian bank; (ii) a meeting noticewas received too late; (iii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweighthe benefit of voting; (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets thatpreclude the ability to dispose of a security if the investment manager votes a proxy or where the investment manager isprohibited from voting by applicable law, economic or other sanctions, or other regulatory or market requirements, includingbut not limited to, effective Powers of Attorney; (v) additional documentation or the disclosure of beneficial owner details isrequired; (vi) the investment manager held shares on the record date but has sold them prior to the meeting date; (vii) aproxy voting service is not offered by the custodian in the market; (viii) due to either system error or human error, theinvestment manager’s intended vote is not correctly submitted; (ix) the investment manager believes it is not in the bestinterest of the Fund or its shareholders to vote the proxy for any other reason not enumerated herein; or (x) a security issubject to a securities lending or similar program that has transferred legal title to the security to another person.In some non-U.S. jurisdictions, even if the investment manager uses reasonable efforts to vote a proxy on behalf of theFund, such vote or proxy may be rejected because of (a) operational or procedural issues experienced by one or more thirdparties involved in voting proxies in such jurisdictions; (b) changes in the process or agenda for the meeting by the issuerfor which the investment manager does not have sufficient notice; or (c) the exercise by the issuer of its discretion to rejectthe vote of the investment manager. In addition, despite the best efforts of the Proxy Group and its agents, there may besituations where the investment manager's votes are not received, or properly tabulated, by an issuer or the issuer's agent.The investment manager or its affiliates may, on behalf of one or more of the proprietary registered investment companiesadvised by the investment manager or its affiliates, determine to use its best efforts to recall any security on loan where theinvestment manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b)determine that it is in the best interests of such proprietary registered investment companies to recall the security for votingpurposes.Procedures for meetings involving fixed income securities & privately held issuers. From time to time, certain custodiansmay process events for fixed income securities through their proxy voting channels rather than corporate action channelsfor administrative convenience. In such cases, the Proxy Group will receive ballots for such events on the ISS votingplatform. The Proxy Group will solicit voting instructions from the investment manager for each Fund involved. If the ProxyGroup does not receive voting instructions from the investment manager, the Proxy Group will take no action on the event.The investment manager may be unable to vote a proxy for a fixed income security, or may choose not to vote a proxy, forthe reasons described above.In the rare instance where there is a vote for a privately held issuer, the decision will generally be made by the relevantportfolio managers or research analysts.The Proxy Group will monitor such meetings involving fixed income securities or privately held issuers for conflicts ofinterest in accordance with these procedures. If a fixed income or privately held issuer is flagged as a potential conflict ofinterest, the investment manager may nonetheless vote as it deems in the best interests of the Fund. The investmentmanager will report such decisions on an annual basis to the Fund board as may be required.Shareholders may view the complete Policies online at franklintempleton.com. Alternatively, shareholders may requestcopies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to:Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301-1923, Attention: Proxy Group.Copies of the Fund’s proxy voting records are available online at franklintempleton.com and posted on the SEC website atwww.sec.gov. The proxy voting records are updated each year by August 31 to reflect the most recent 12-month periodended June 30.

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Management and Other Services

Investment manager and services provided The Fund's investment manager is Templeton Global Advisors Limited. Theinvestment manager is an indirect wholly owned subsidiary of Resources, a publicly owned company engaged in thefinancial services industry through its subsidiaries. Charles B. Johnson (former Chairman and Director of Resources) andRupert H. Johnson, Jr. are the principal shareholders of Resources.The investment manager provides investment research and portfolio management services, and selects the securities forthe Fund to buy, hold or sell. The investment manager also selects the brokers who execute the Fund's portfoliotransactions. The investment manager provides periodic reports to the board, which reviews and supervises the investmentmanager's investment activities. To protect the Fund, the investment manager and its officers, directors and employees arecovered by fidelity insurance.The Templeton organization has been investing globally since 1940. The investment manager and its affiliates have officesin Africa, Amsterdam, Argentina, Australia, Austria, Bahamas, Belgium, Brazil, Canada, China, Dubai, England, France,Germany, Hong Kong, Hungary, India, Isle of Man, Italy, Japan, Luxembourg, Malaysia, Mexico, Poland, Romania,Singapore, Slovakia, South Korea, Spain, Sweden, Switzerland, Turkey, United Kingdom, United States and Uruguay.The investment manager makes decisions for the Fund in accordance with its obligations as investment adviser to theFund. From time to time, certain affiliates may request that the investment manager focus the Fund’s investments oncertain securities, strategies or markets or shift the Fund’s strategy slightly to enhance its attractiveness to specificinvestors, which may create a conflict of interest. The investment manager may, but is not required to, focus or shift theFund’s investments in the manner requested provided that the investment manager believes that such investments areconsistent with the Fund’s stated investment goals and strategies and are in the best interests of the Fund and itsshareholders. In addition, the investment manager and its affiliates manage numerous other investment companies andaccounts. The investment manager may give advice and take action with respect to any of the other funds it manages, orfor its own account, that may differ from action taken by the investment manager on behalf of the Fund. Similarly, withrespect to the Fund, the investment manager is not obligated to recommend, buy or sell, or to refrain from recommending,buying or selling any security that the investment manager and access persons, as defined by applicable federal securitieslaws, may buy or sell for its or their own account or for the accounts of any other fund. The investment manager is notobligated to refrain from investing in securities held by the Fund or other funds it manages.The Fund, its investment manager and principal underwriter have each adopted a code of ethics, as required by federalsecurities laws. Under the code of ethics, employees who are designated as access persons may engage in personalsecurities transactions, including transactions involving securities that are being considered for the Fund or that arecurrently held by the Fund, subject to certain general restrictions and procedures. The personal securities transactions ofaccess persons of the Fund, its investment manager and principal underwriter will be governed by the code of ethics. Thecode of ethics is on file with, and available from, the SEC.Management fees The Fund pays the investment manager a fee equal to an annual rate of:• 0.780% of the value of net assets up to and including $200 million;• 0.765% of the value of net assets over $200 million, up to and including $700 million;• 0.730% of the value of net assets over $700 million, up to and including $1 billion;• 0.715% of the value of net assets over $1 billion, up to and including $1.2 billion;• 0.690% of the value of net assets over $1.2 billion, up to and including $5 billion;• 0.675% of the value of net assets over $5 billion, up to and including $10 billion;• 0.655% of the value of net assets over $10 billion, up to and including $15 billion;• 0.635% of the value of net assets over $15 billion, up to and including $20 billion;• 0.615% of the value of net assets over $20 billion, up to and including $25 billion;• 0.605% of the value of net assets over $25 billion, up to and including $30 billion;• 0.595% of the value of net assets over $30 billion, up to and including $35 billion;• 0.585% of the value of net assets over $35 billion, up to and including $40 billion;• 0.575% of the value of net assets over $40 billion, up to and including $45 billion; and• 0.565% of the value of net assets in excess of $45 billion.

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The fee is computed monthly, based on the Fund's average daily net assets during the month preceding each paymentaccording to the terms of the management agreement. Each class of the Fund's shares pays its proportionate share of thefee.For the last three fiscal years ended August 31, the Fund paid the following management fees:

Management Fees Paid ($)Management Fees Waived /Expenses Reimbursed ($)

Management Fees Paid (AfterWaivers / Expenses

Reimbursed) ($)2021 70,425,464 710 70,424,7542020 71,645,788 6,160 71,639,6282019 82,385,615 49,086 82,336,528Portfolio managers This section reflects information about the portfolio managers as of August 31, 2021.The following table shows the number of other accounts managed by the portfolio managers and the total assets in theaccounts managed within each category:

Name

Number of OtherRegisteredInvestmentCompaniesManaged1

Assets of OtherRegisteredInvestmentCompanies

Managed (x $1million) 1

Number of OtherPooled InvestmentVehicles Managed2

Assets of OtherPooled InvestmentVehicles Managed

(x $1 million)2Number of Other

Accounts Managed2

Assets of OtherAccounts Managed

(x $1 million)2Herbert J. Arnett, Jr. 5 7,765.5 9 11,274.9 0 N/APeter M. Moeschter 3 7,035.5 6 7,624.7 5 1,809.9Christopher JamesPeel 4 7,100.7 5 314.7 5 1,809.9Warren Pustam 4 7,700.2 9 10,057.2 3 1,709.11. These figures represent registered investment companies other than the Fund.2. The various pooled investment vehicles and accounts listed are managed by a team of investment professionals. Accordingly, the portfolio managerslisted would not be solely responsible for managing such listed amounts.Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investmentproducts, including other funds, institutional accounts and private accounts. The advisory fees for some of such otherproducts and accounts may be different than that charged to the Fund but does not include performance basedcompensation. This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter ofpolicy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, theseparation of the trading execution function from the portfolio management function and the application of objectively basedtrade allocation procedures help to mitigate potential conflicts of interest that may arise as a result of the portfolio managersmanaging accounts with different advisory fees.Conflicts. The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts ofinterest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfoliomanager must allocate his or her time and investment ideas across multiple funds and accounts. The investment managerseeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managersfocus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using thesame investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings,position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize thepotential for conflicts of interest. As noted above, the separate management of the trade execution and valuation functionsfrom the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected forfunds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manageridentifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may notbe able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and otheraccounts. The investment manager seeks to manage such potential conflicts by using procedures intended to provide a fairallocation of buy and sell opportunities among funds and other accounts.The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’sbase pay and bonus tend to increase with additional and more complex responsibilities that include increased assets undermanagement. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts andhis or her bonus.Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. Whilethe funds and the investment manager have adopted a code of ethics which they believe contains provisions designed to

50



prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal tradingactivities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts ofinterest.The investment manager and the Fund have adopted certain compliance procedures that are designed to address these,and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situationwhere a conflict arises.Compensation. The investment manager seeks to maintain a compensation program that is competitively positioned toattract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentivebonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation isreviewed annually, and the level of compensation is based on individual performance, the salary range for a portfoliomanager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentiveto favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

Base salary Each portfolio manager is paid a base salary.Annual bonus Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund’sshareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash(50% to 65%) and restricted shares of Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). Thedeferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financialperformance of both Resources and mutual funds advised by the investment manager. The bonus plan is intended toprovide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistentlystrong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders.The Chief Investment Officer of the investment manager and/or other officers of the investment manager, withresponsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance withFranklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:• Investment performance. Primary consideration is given to the historic investment performance over the 1, 3 and 5

preceding years of all accounts managed by the portfolio manager. The pre-tax performance of each fund managed ismeasured relative to a relevant peer group and/or applicable benchmark as appropriate.

• Non-investment performance. The more qualitative contributions of the portfolio manager to the investment manager’sbusiness and the investment management team, including professional knowledge, productivity, responsiveness toclient needs and communication, are evaluated in determining the amount of any bonus award.

• Responsibilities. The characteristics and complexity of funds managed by the portfolio manager are factored in theinvestment manager’s appraisal.

Additional long-term equity-based compensation Portfolio managers may also be awarded restricted shares or unitsof Resources stock or restricted shares or units of one or more mutual funds. Awards of such deferred equity-basedcompensation typically vest over time, so as to create incentives to retain key talent.Benefits Portfolio managers also participate in benefit plans and programs available generally to all employees of theinvestment manager.

Ownership of Fund shares. The investment manager has a policy of encouraging portfolio managers to invest in the fundsthey manage. Exceptions arise when, for example, a fund is closed to new investors or when tax considerations orjurisdictional constraints cause such an investment to be inappropriate for the portfolio manager. The following is the dollarrange of Fund shares beneficially owned by the portfolio managers (such amounts may change from time to time):

Portfolio Manager

Dollar Range ofFund Shares

Beneficially OwnedHerbert J. Arnett, Jr. $50,001 - $100,000Peter M. Moeschter $50,001 - $100,000Christopher James Peel NoneWarren Pustam $10,001 - $50,000Administrator and services provided Franklin Templeton Services, LLC (FT Services) has an agreement with theinvestment manager to provide certain administrative services and facilities for the Fund. FT Services is an indirect, whollyowned subsidiary of Resources and is an affiliate of the Fund's investment manager and principal underwriter.The administrative services FT Services provides include preparing and maintaining books, records, and tax and financialreports, and monitoring compliance with regulatory requirements.Administration fees The investment manager pays FT Services a monthly fee equal to an annual rate of:• 0.150% of the Fund's average daily net assets up to and including $200 million;• 0.135% of average daily net assets over $200 million, up to and including $700 million;

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• 0.100% of average daily net assets over $700 million, up to and including $1.2 billion; and• 0.075% of average daily net assets over $1.2 billion.For the last three fiscal years ended August 31, the investment manager paid FT Services the following administration fees:

Administration FeesPaid ($)

2021 8,242,3672020 8,389,5622019 9,611,587Shareholder servicing and transfer agent Franklin Templeton Investor Services, LLC (Investor Services) is the Fund'sshareholder servicing agent and acts as the Fund's transfer agent and dividend-paying agent. Investor Services is locatedat 3344 Quality Drive, Rancho Cordova, CA 95670-7313. Please send all correspondence to Investor Services at P.O. Box33030, St. Petersburg, FL 33733-8030.Investor Services receives a fee for servicing Fund shareholder accounts. The Fund also will reimburse Investor Servicesfor certain out-of-pocket expenses necessarily incurred in servicing the shareholder accounts in accordance with the termsof its servicing contract with the Fund.In addition, Investor Services may make payments to financial intermediaries that provide administrative services to definedbenefit plans. Investor Services does not seek reimbursement by the Fund for such payments.For all classes of shares of the Fund, except for Class R6 shares, Investor Services may also pay servicing fees, that willbe reimbursed by the Fund, in varying amounts to certain financial institutions (to help offset their costs associated withclient account maintenance support, statement preparation and transaction processing) that (i) maintain omnibus accountswith the Fund in the institution's name on behalf of numerous beneficial owners of Fund shares who are either direct clientsof the institution or are participants in an IRS-recognized tax-deferred savings plan (including Employer SponsoredRetirement Plans and Section 529 Plans) for which the institution, or its affiliate, provides participant level recordkeepingservices (called "Beneficial Owners"); or (ii) provide support for Fund shareholder accounts by sharing account data withInvestor Services through the National Securities Clearing Corporation (NSCC) networking system. In addition to servicingfees received from the Fund, these financial institutions also may charge a fee for their services directly to their clients.Investor Services will also receive a fee from the Fund (other than for Class R6 shares) for services provided in support ofBeneficial Owners and NSCC networking system accounts.Sub-administrator JPMorgan Chase Bank, N.A. (JPMorgan),has an agreement with FT Services to provide certain sub-administrative services for the Fund. The administrative services JPMorgan provides include, but are not limited to, certainfund accounting, financial reporting, tax, corporate governance and compliance and legal administration services.Securities lending agent The board of trustees has approved the Fund’s participation in a securities lending program.Under the securities lending program, Goldman Sachs Agency Lending serves as the Fund’s securities lending agent("Securities Lending Agent").For the fiscal year ended August 31, 2021, the income earned by the Fund as well as the fees and/or compensation paid bythe Fund (in dollars) pursuant to a securities lending agreement between the Fund and the Securities Lending Agent wereas follows (figures may differ from those shown in shareholder reports due to time of availability and use of estimates):

($)Gross income earned by the Fund from securities lending activities 103,037Fees and/or compensation paid by the Fund for securities lending activities and related services

Fees paid to Securities Lending Agent from revenue split 8,243Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateralreinvestment vehicle) not included in a revenue split -Administrative fees not included in a revenue split -Indemnification fees not included in a revenue split -Rebate (paid to borrower) -Other fees not included above 773

Aggregate fees/compensation paid by the Fund for securities lending activities 9,016Net income from securities lending activities 94,021

For the fiscal year ended August 31, 2021, the Securities Lending Agent provided the following services to the Fund inconnection with its securities lending activities: (i) entering into loans subject to guidelines or restrictions provided by theFund; (ii) establishing and maintaining collateral accounts; (iii) monitoring daily the value of the loaned securities andcollateral; (iv) seeking additional collateral as necessary from borrowers, and returning collateral to borrowers; (v) receivingand holding collateral from borrowers, and facilitating the investment and reinvestment of cash collateral; (vi) negotiatingloan terms; (vii) selecting securities to be loaned subject to guidelines or restrictions provided by the Fund; (viii)recordkeeping and account servicing; (ix) monitoring dividend and proxy activity relating to loaned securities; and (x)arranging for return of loaned securities to the Fund at loan termination.

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Custodian JPMorgan Chase Bank, at its principal office at 270 Park Avenue, New York, NY 10017-2070, and at the officesof its branches and agencies throughout the world, acts as custodian of the Fund's assets. As foreign custody manager, thebank selects and monitors foreign sub-custodian banks, selects and evaluates non-compulsory foreign depositories, andfurnishes information relevant to the selection of compulsory depositories.Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP, Three Embarcadero Center, SanFrancisco, CA 94111-4004, is the Fund's independent registered public accounting firm. The independent registered publicaccounting firm audits the financial statements included in the Fund's Annual Report to shareholders.Portfolio Transactions

The investment manager selects brokers and dealers to execute the Fund's portfolio transactions in accordance withcriteria set forth in the management agreement and any directions that the board may give.When placing a portfolio transaction, the trading department of the investment manager seeks to obtain "best execution" --the best combination of high quality transaction execution services, taking into account the services and products to beprovided by the broker or dealer, and low relative commission rates with the view of maximizing value for the Fund and itsother clients. For most transactions in equity securities, the amount of commissions paid is negotiated between theinvestment manager and the broker executing the transaction. The determination and evaluation of the reasonableness ofthe brokerage commissions paid are based to a large degree on the professional opinions of the persons within the tradingdepartment of the investment manager responsible for placement and review of the transactions. These opinions are basedon the experience of these individuals in the securities industry and information available to them about the level ofcommissions being paid by other institutional investors. The investment manager may also place orders to buy and sellequity securities on a principal rather than agency basis if the investment manager believes that trading on a principal basiswill provide best execution. Purchases of portfolio securities from underwriters will include a commission or concession paidto the underwriter, and purchases from dealers will include a spread between the bid and ask price.The investment manager may cause the Fund to pay certain brokers commissions that are higher than those anotherbroker may charge, if the investment manager determines in good faith that the amount paid is reasonable in relation to thevalue of the brokerage and research services it receives. This may be viewed in terms of either the particular transaction orthe investment manager's overall responsibilities to client accounts over which it exercises investment discretion. Thebrokerage commissions that are used to acquire services other than brokerage are known as "soft dollars." Researchprovided can be either proprietary (created and provided by the broker-dealer, including tangible research products as wellas access to analysts and traders) or third party (created by a third party but provided by the broker-dealer). To the extentpermitted by applicable law, the investment manager may use soft dollars to acquire both proprietary and third-partyresearch.The research services that brokers may provide to the investment manager include, among others, supplying informationabout particular companies, markets, countries, or local, regional, national or transnational economies, statistical data,quotations and other securities pricing information, and other information that provides lawful and appropriate assistance tothe investment manager in carrying out its investment advisory responsibilities. These services may not always directlybenefit the Fund. They must, however, be of value to the investment manager in carrying out its overall responsibilities to itsclients.It is not possible to place an accurate dollar value on the special execution or on the research services the investmentmanager receives from dealers effecting transactions in portfolio securities. The allocation of transactions to obtainadditional research services allows the investment manager to supplement its own research and analysis activities and toreceive the views and information of individuals and research staffs from many securities firms. The receipt of theseproducts and services does not reduce the investment manager's research activities in providing investment advice to theFund.As long as it is lawful and appropriate to do so, the investment manager and its affiliates may use this research and data intheir investment advisory capacities with other clients.Because Franklin Distributors, LLC (Distributors) is a member of the Financial Industry Regulatory Authority (FINRA), it maysometimes receive certain fees when the Fund tenders portfolio securities pursuant to a tender-offer solicitation. Torecapture brokerage for the benefit of the Fund, any portfolio securities tendered by the Fund will be tendered throughDistributors if it is legally permissible to do so. In turn, the next management fee payable to the investment manager will bereduced by the amount of any fees received by Distributors in cash, less any costs and expenses incurred in connectionwith the tender.If purchases or sales of securities of the Fund and one or more other investment companies or clients supervised by theinvestment manager are considered at or about the same time, transactions in these securities will be allocated among theseveral investment companies and clients in a manner deemed equitable to all by the investment manager, taking intoaccount the respective sizes of the accounts and the

53



amount of securities to be purchased or sold. In some cases this procedure could have a detrimental effect on the price orvolume of the security so far as the Fund is concerned. In other cases it is possible that the ability to participate in volumetransactions may improve execution and reduce transaction costs to the Fund.For the last three fiscal years ended August 31, the Fund paid the following brokerage commissions:

Brokerage Commissions ($)2021 2020 20196,062,524 9,814,822 4,605,720For the fiscal year ended August 31, 2021, the Fund paid brokerage commissions of $2,812,175 from aggregate portfoliotransactions of $7,883,366,862 to brokers who provided research services.As of August 31, 2021, the Fund owned the following securities of its regular broker-dealers:

Securities

Value of SecuritiesOwnedin the

Aggregate($ in thousands)

BNP Paribas SA 45,000Credit Agricole 20,000National Bank of Canada 100,000Royal Bank of Canada 65,700Because the Fund may, from time to time, invest in broker-dealers, it is possible that the Fund will own more than 5% of thevoting securities of one or more broker-dealers through whom the Fund places portfolio brokerage transactions. In suchcircumstances, the broker-dealer would be considered an affiliated person of the Fund. To the extent the Fund placesbrokerage transactions through such a broker-dealer at a time when the broker-dealer is considered to be an affiliate of theFund, the Fund will be required to adhere to certain rules relating to the payment of commissions to an affiliated broker-dealer. These rules require the Fund to adhere to procedures adopted by the board to ensure that the commissions paid tosuch broker-dealers do not exceed what would otherwise be the usual and customary brokerage commissions for similartransactions.

Distributions and TaxesThe following discussion is a summary of certain additional tax considerations generally affecting the Fund and itsshareholders, some of which may not be described in the Fund’s prospectus. No attempt is made to present a completedetailed explanation of the tax treatment of the Fund or its shareholders. The discussions here and in the prospectus arenot intended as a substitute for careful tax planning.The following discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and applicableregulations in effect on the date of this SAI, including any amendments to the Code resulting from 2017 legislationcommonly known as the Tax Cuts and Jobs Act ("TCJA"). Future legislative, regulatory or administrative changes, includingany provisions of law that sunset and thereafter no longer apply, or court decisions may significantly change the tax rulesapplicable to the Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect. Whereindicated below, IRS refers to the United States Internal Revenue Service.This is for general information only and not tax advice. All investors should consult their own tax advisors as tothe federal, state, local and foreign tax provisions applicable to them.Multi-class distributions The Fund calculates income dividends and capital gain distributions the same way for eachclass. The amount of any income dividends per share will differ, however, generally due to any differences in the distributionand service (Rule 12b-1) fees applicable to the classes and Class R6 transfer agency fees.Distributions The Fund intends to declare and pay income dividends at least annually from its net investment income.Capital gains, if any, may be paid at least annually. The Fund may distribute income dividends and capital gains morefrequently, if necessary or appropriate in the board’s discretion. The amount of any distribution will vary, and there is noguarantee the Fund will pay either income dividends or capital gain distributions. Your income dividends and capital gaindistributions will be automatically reinvested in additional shares at net asset value unless you elect to receive them in cash.Distributions declared in December to shareholders of record in such month and paid in January are taxable as if they werepaid in December.Distributions of net investment income. The Fund receives income generally in the form of dividends and interest on itsinvestments. The Fund may also recognize ordinary income from other sources, including, but not limited to, certain gainson foreign currency-related transactions. This income, less expenses incurred in the operation of the Fund, constitutes theFund's net investment income from which dividends may be paid to you. If you are a taxable investor, any income dividends(other than qualified dividends) the Fund pays are taxable to you at ordinary income tax rates. A portion of the incomedividends paid to you may be qualified dividends eligible to be taxed at reduced rates.Distributions of capital gains. The Fund may realize capital gains and losses on the sale of its portfolio securities.

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Distributions of short-term capital gains are taxable to you as ordinary income. Distributions of long-term capital gains aretaxable to you as long-term capital gains, regardless of how long you have owned your shares in the Fund. Any net capitalgains realized by the Fund (in excess of any available capital loss carryovers) generally are distributed once each year, andmay be distributed more frequently, if necessary, to reduce or eliminate excise or income taxes on the Fund.Capital gain dividends and any net long-term capital gains you realize from the sale of Fund shares are generally taxable atthe reduced long-term capital gains tax rates. For single individuals with taxable income not in excess of $40,400 in 2022($80,800 for married individuals filing jointly), the long-term capital gains tax rate is 0%. For single individuals and joint filerswith taxable income in excess of these amounts but not more than $445,850 or $501,600, respectively, the long-termcapital gains tax rate is 15%. The rate is 20% for single individuals with taxable income in excess of $445,850 and marriedindividuals filing jointly with taxable income in excess of $501,600. The taxable income thresholds are adjusted annually forinflation. An additional 3.8% Medicare tax may also be imposed as discussed below.Returns of capital. If the Fund's distributions exceed its earnings and profits (i.e., generally, its taxable income and realizedcapital gains) for a taxable year, all or a portion of the distributions made in that taxable year may be characterized as areturn of capital to you. A return of capital distribution will generally not be taxable, but will reduce the cost basis in yourFund shares and will result in a higher capital gain or in a lower capital loss when you sell your shares. Any return of capitalin excess of the basis inyour your Fund shares, however, will be taxable as a capital gain. In the case of a non-calendaryear fund, earnings and profits are first allocated to distributions made on or before December 31 of its taxable year andthen to distributions made thereafter. The effect of this provision is to “push” returns of capital into the next calendar year.Undistributed capital gains. The Fund may retain or distribute to shareholders its net capital gain for each taxable year. TheFund currently intends to distribute net capital gains. If the Fund elects to retain its net capital gain, the Fund will be taxedthereon (except to the extent of any available capital loss carryovers) at the applicable corporate tax rate. If the Fund electsto retain its net capital gain, it is expected that the Fund also will elect to have shareholders treated as if each received adistribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro ratashare of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of taxpaid by the Fund on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distributionless the tax credit.Investments in foreign securities The following paragraphs describe tax considerations that are applicable to the Fund'sinvestments in foreign securities.Foreign income tax. Investment income received by the Fund from sources within foreign countries may be subject toforeign income tax withheld at the source and the amount of tax withheld generally will be treated as an expense of theFund. The United States has entered into tax treaties with many foreign countries, which entitle the Fund to a reduced rateof, or exemption from, tax on such income. Some countries require the filing of a tax reclaim or other forms to receive thebenefit of the reduced tax rate; whether or when the Fund will receive the tax reclaim is within the control of the individualcountry. Information required on these forms may not be available such as shareholder information; therefore, the Fundmay not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructionsand restrictive timing requirements which may cause the Fund not to receive the reduced treaty rates or potential reclaims.Other countries may subject capital gains realized by the Fund on sale or disposition of securities of that country to taxation.These and other factors may make it difficult for the Fund to determine in advance the effective rate of tax on itsinvestments in certain countries. Under certain circumstances, the Fund may elect to pass-through certain eligible foreignincome taxes paid by the Fund to shareholders, although it reserves the right not to do so. If the Fund makes such anelection and obtains a refund of foreign taxes paid by the Fund in a prior year, the Fund may be eligible to reduce theamount of foreign taxes reported by the Fund to its shareholders, generally by the amount of the foreign taxes refunded, forthe year in which the refund is received. Certain foreign taxes imposed on the Fund’s investments, such as a foreignfinancial transaction tax, may not be creditable against U.S. income tax liability or eligible for pass through by the Fund to itsshareholders.Pass-through of foreign taxes. The Fund may be subject to foreign withholding taxes on income or gains from itsinvestments in certain foreign securities. If more than 50% of the Fund's total assets at the end of a fiscal year is invested inforeign securities, the Fund may elect to pass through to you your pro rata share of the foreign taxes paid by the Fund. Boththe Fund and you must meet certain holding period requirements in order for you to claim a credit for foreign taxes onforeign source dividends. The taxes will not be creditable unless the stock was held by the Fund for at least 16 days duringthe 31-day period beginning 15 days before the stock becomes ex-dividend (46-day holding period in respect of dividendson preferred stocks attributable to a period exceeding 366 days). Similarly, you must hold your Fund shares for at least 16days during the 31-day period beginning 15 days before the Fund distribution goes ex-dividend. If the Fund elects to passthrough foreign taxes, the Fund may report more taxable income to you than it actually

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distributes because the Fund is required to include the foreign taxes passed through to you as additional dividend income.You will then be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreigntax credit for these taxes against your U.S. federal income tax (subject to limitations for certain shareholders). The use ofqualified dividends may reduce the otherwise available foreign tax credits on your federal income tax return. The Fund willprovide you with the information necessary to claim this deduction or credit on your personal income tax return if it makesthis election.Effect of foreign debt investments on distributions. Most foreign exchange gains realized on the sale of debt securities aretreated as ordinary income by the Fund. Similarly, foreign exchange losses realized on the sale of debt securities generallyare treated as ordinary losses. These gains when distributed are taxable to you as ordinary income, and any losses reducethe Fund's ordinary income otherwise available for distribution to you. This treatment could increase or decrease the Fund'sordinary income distributions to you, and may cause some or all of the Fund's previously distributed income to be classifiedas a return of capital.PFIC securities. The Fund may invest in securities of foreign entities that could be deemed for tax purposes to be passiveforeign investment companies (PFICs). In general, a foreign company is classified as a PFIC if at least one-half of its assetsconstitute investment-type assets or 75% or more of its gross income is investment-type income. When investing in PFICsecurities, the Fund intends to mark-to-market these securities and recognize any gains at the end of its fiscal and excise(described below) tax years. Deductions for losses are allowable only to the extent of any current or previously recognizedgains. These gains (reduced by allowable losses) are treated as ordinary income that the Fund is required to distribute,even though it has not sold the securities. Foreign companies are not required to identify themselves as PFICs. Due tovarious complexities in identifying PFICs, the Fund can give no assurances that it will be able to identify portfolio securitiesin foreign corporations that are PFICs in time for the Fund to make a mark-to-market election. If the Fund is unable toidentify an investment as a PFIC and thus does not make a mark-to-market election, the Fund may be subject to U.S.federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such incomeis distributed as a taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may beimposed on the Fund in respect of deferred taxes arising from such distributions or gains.The Fund's designation of a foreign security as a PFIC security will cause the income dividends of any designatedsecurities to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualifyfor the reduced rate of taxation on qualified dividends when distributed to you by the Fund.Information on the amount and tax character of distributions The Fund will inform you of the amount of your incomedividends and capital gain distributions at the time they are paid, and will advise you of their tax status for federal incometax purposes shortly after the close of each calendar year. The amount of income dividends reported by the Fund toshareholders, consisting of qualified dividend income (which is relevant to U.S. investors) and interest-related and short-term capital gain dividends (which are relevant to non-U.S. investors) may exceed the total amount of income dividendspaid. Such characterization will not result in more income being reported to you, but rather will allow the Fund to reportdividends in a manner that is more tax efficient to both U.S. and non-U.S. investors. If you have not owned your Fundshares for a full year, the Fund may report and distribute to you:• as an ordinary income, qualified dividend, or capital gain dividend (a distribution of net long-term capital gains) if you are a

U.S. investor, or• as an interest-related, short-term capital gain, or capital gain dividend if you are a non-U.S. investora percentage of income that may not be equal to the actual amount of each type of income earned during the period of yourinvestment in the Fund.The Fund may at times find it necessary to reclassify income after it issues your tax reporting statement. This can resultfrom rules in the Code that effectively prevent regulated investment companies such as the Fund from ascertaining withcertainty until after the calendar year end the final amount and character of distributions the Fund has received on itsinvestments during the prior calendar year. Prior to issuing your statement, the Fund makes every effort to identifyreclassifications of income to reduce the number of corrected forms mailed to shareholders. However, when necessary, theFund will send you a corrected tax reporting statement to reflect reclassified information. If you receive a corrected taxreporting statement, use the information on this statement, and not the information on your original statement, in completingyour tax returns.Avoid "buying a dividend" At the time you purchase your Fund shares, the Fund’s net asset value may reflectundistributed income, undistributed capital gains, or net unrealized appreciation in the value of the portfolio securities heldby the Fund. For taxable investors, a subsequent distribution to you of such amounts, although constituting a return of yourinvestment, would be taxable. This tax treatment is required even if you reinvest your distributions in additional Fundshares. Buying shares in the Fund just before it declares an income dividend or capital gain distribution is sometimesknown as “buying a dividend.” For example, if you buy 500 shares in a fund on December 10th at the fund's net asset value(NAV) of $10 per share, and the fund makes a

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distribution on December 15th of $1 per share, your shares will then have an NAV of $9 per share (disregarding any changein the fund's market value), and you will have to pay a tax on what is essentially a return of your investment of $1 per share.Election to be taxed as a regulated investment company The Fund has elected to be treated as a regulated investmentcompany under Subchapter M of the Code. It has qualified as a regulated investment company for its most recent fiscalyear, and intends to continue to qualify during the current fiscal year. As a regulated investment company, the Fundgenerally pays no federal income tax on the income and gains it distributes to you. In order to qualify for treatment as aregulated investment company, the Fund must satisfy the requirements described below.Distribution requirement. The Fund must distribute an amount equal to the sum of at least 90% of its investment companytaxable income and 90% of its net tax-exempt income, if any, for the tax year (including, for purposes of satisfying thisdistribution requirement, certain distributions made by the Fund after the close of its taxable year that are treated as madeduring such taxable year).Income requirement. The Fund must derive at least 90% of its gross income from dividends, interest, certain payments withrespect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or otherincome (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investingin such stock, securities or currencies and net income derived from qualified publicly traded partnerships (QPTPs).Asset diversification test. The Fund must satisfy the following asset diversification test at the close of each quarter of theFund’s tax year: (1) at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. governmentsecurities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has notinvested more than 5% of the value of the Fund’s total assets in securities of an issuer and as to which the Fund does nothold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Fund’stotal assets may be invested in the securities of any one issuer (other than U.S. government securities or securities of otherregulated investment companies) or of two or more issuers which the Fund controls and which are engaged in the same orsimilar trades or businesses, or, in the securities of one or more QPTPs.In some circumstances, the character and timing of income realized by the Fund for purposes of the income requirement orthe identification of the issuer for purposes of the asset diversification test is uncertain under current law with respect to aparticular investment, and an adverse determination or future guidance by the IRS with respect to such type of investmentmay adversely affect the Fund’s ability to satisfy these requirements. In other circumstances, the Fund may be required tosell portfolio holdings in order to meet the income requirement, distribution requirement, or asset diversification test, whichmay have a negative impact on the Fund’s income and performance. In lieu of potential disqualification, the Fund ispermitted to pay a tax for certain failures to satisfy the asset diversification test or income requirement, which, in general,are limited to those due to reasonable cause and not willful neglect.If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including itsnet capital gain) would be subject to tax at the applicable corporate tax rate without any deduction for dividends paid toshareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividendincome) to the extent of the Fund’s current and accumulated earnings and profits. Failure to qualify as a regulatedinvestment company, subject to savings provisions for certain qualification failures, which, in general, are limited to thosedue to reasonable cause and not willful neglect, would thus have a negative impact on the Fund’s income and performance.In that case, the Fund would be liable for federal, and possibly state, corporate taxes on its taxable income and gains, anddistributions to you would be taxed as dividend income to the extent of the Fund’s earnings and profits. Even if suchsavings provisions apply, the Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the boardreserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such acourse of action to be beneficial to shareholders.Capital loss carryovers The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund mayuse its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on ordistribute to shareholders such gains that are offset by the losses. If the Fund has a "net capital loss" (that is, capital lossesin excess of capital gains), the excess (if any) of the Fund's net short-term capital losses over its net long-term capital gainsis treated as a short-term capital loss arising on the first day of the Fund's next taxable year, and the excess (if any) of theFund's net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on thefirst day of the Fund's next taxable year. Any such net capital losses of the Fund that are not used to offset capital gainsmay be carried forward indefinitely, subject to certain limitations, to reduce any future capital gains realized by the Fund insucceeding taxable years.

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Excise tax distribution requirementsRequired distributions. To avoid federal excise taxes, the Code requires the Fund to distribute to you by December 31 ofeach year, at a minimum, the following amounts:• 98% of its taxable ordinary income earned during the calendar year;• 98.2% of its capital gain net income earned during the 12-month period ending October 31; and• 100% of any undistributed amounts of these categories of income or gain from the prior year.The Fund intends to declare and pay these distributions in December (or to pay them in January, in which case you musttreat them as received in December), but can give no assurances that its distributions will be sufficient to eliminate all taxes.Tax reporting for income and excise tax years. Because the periods for measuring a regulated investment company’sincome are different for income (determined on a fiscal year basis) and excise tax years (determined as noted above),special rules are required to calculate the amount of income earned in each period, and the amount of earnings and profitsneeded to support that income. For example, if the Fund uses the excise tax period ending on October 31 as the measuringperiod for calculating and paying out capital gain net income and realizes a net capital loss between November 1 and theend of the Fund’s fiscal year, the Fund may calculate its earnings and profits without regard to such net capital loss in orderto make its required distribution of capital gain net income for excise tax purposes. The Fund also may elect to treat part orall of any "qualified late year loss" as if it had been incurred in the succeeding taxable year in determining the Fund’staxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treatany such “qualified late year loss” as if it had been incurred in the succeeding taxable year, which may change the timing,amount, or characterization of Fund distributions.A "qualified late year loss” includes (i) any net capital loss incurred after October 31 of the current taxable year, or, if there isno such loss, any net long-term capital loss or any net short-term capital loss incurred after October 31 of the currenttaxable year (“post-October capital losses”), and (ii) the sum of (1) the excess, if any, of (a) specified losses incurred afterOctober 31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable year and (2)the excess, if any, of (a) ordinary losses incurred after December 31 of the current taxable year, over (b) the ordinaryincome incurred after December 31 of the current taxable year. The terms “specified losses” and “specified gains” meanordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a positionwith respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in apassive foreign investment company (PFIC) for which a mark-to-market election is in effect. The terms “ordinary losses”and “ordinary income” mean other ordinary losses and income that are not described in the preceding sentence. Specialrules apply to a fund with a fiscal year ending in November or December that elects to use its taxable year for determiningits capital gain net income for excise tax purposes.The Fund may only elect to treat any post-October capital loss, specifiedgains and specified losses incurred after October 31 as if it had been incurred in the succeeding year in determining itstaxable income for the current year.Because these rules are not entirely clear, the Fund may be required to interpret the "qualified late-year loss" and otherrules relating to these different year-ends to determine its taxable income and capital gains. The Fund’s reporting of incomeand its allocation between different taxable and excise tax years may be challenged by the IRS, possibly resulting inadjustments in the income reported by the Fund on its tax returns and/or by the Fund to you on your year-end taxstatements.Medicare tax An additional 3.8% Medicare tax is imposed on net investment income earned by certain individuals, estatesand trusts. “Net investment income,” for these purposes, means investment income, including ordinary dividends andcapital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fundshares, reduced by the deductions properly allocable to such income. In the case of an individual, the tax will be imposedon the lesser of (1) the shareholder’s net investment income or (2) the amount by which the shareholder’s modifiedadjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a surviving spouse), $125,000 (ifthe shareholder is married and filing separately) or $200,000 (in any other case). Any liability for this additional Medicare taxis reported by you on, and paid with, your federal income tax return.Sales of Fund shares Sales and exchanges of Fund shares are generally taxable transactions for federal and stateincome tax purposes. If you sell your Fund shares, or exchange them for shares of a different Franklin Templeton fund, youare required to report any gain or loss on your sale or exchange. If you owned your shares as a capital asset, any gain orloss that you realize is a capital gain or loss, and is long-term or short-term, depending on how long you owned yourshares. Under current law, shares held one year or less are short-term and shares held more than one year are long-term.The conversion of shares of one class into another class of the same fund is not a taxable exchange for federal income taxpurposes. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporatetaxpayer, $3,000 of ordinary income.

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Sales at a loss within six months of purchase. Any loss incurred on the sale or exchange of Fund shares owned for sixmonths or less is treated as a long-term capital loss to the extent of any long-term capital gains distributed to you by theFund on those sharesWash sales. All or a portion of any loss that you realize on the sale or exchange of your Fund shares will be disallowed tothe extent that you buy other shares in the Fund (through reinvestment of dividends or otherwise) within 30 days before orafter your sale or exchange. Any loss disallowed under these rules will be added to your tax basis in the new shares.Deferral of basis. In reporting gain or loss on the sale of your Fund shares, you may be required to adjust your basis in theshares you sell under the following circumstances:IF:• In your original purchase of Fund shares, you paid a sales charge and received a reinvestment right (the right to reinvest

your sales proceeds at a reduced or with no sales charge), and• You sell some or all of your original shares within 90 days of their purchase, and• You reinvest the sales proceeds in the Fund or in another Franklin Templeton fund by January 31 of the calendar year

following the calendar year in which the disposition of the original shares occurred, and the sales charge that wouldotherwise apply is reduced or eliminated;

THEN: In reporting any gain or loss on your sale, all or a portion of the sales charge that you paid for your original shares isexcluded from your tax basis in the shares sold and added to your tax basis in the new shares.Reportable transactions. Under Treasury regulations, if a shareholder recognizes a loss with respect to the Fund’s shares of$2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greateramounts over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. Thefact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’streatment of the loss is proper.Cost basis reporting Beginning in calendar year 2012, the Fund is required to report the cost basis of Fund shares sold orexchanged to you and the IRS annually. The cost basis of Fund shares acquired by purchase will generally be based on theamount paid for the shares, including any front-end sales charges, and then may be subsequently adjusted for otherapplicable transactions as required by the Code. The difference between the selling price and the cost basis of Fund sharesgenerally determines the amount of the capital gain or loss realized on the sale or exchange of Fund shares. Capital gainsand losses on the sale or exchange of Fund shares are generally taxable transactions for federal and state income taxpurposes.Shares acquired on or after January 1, 2012. Cost basis reporting is generally required for Fund shares that are acquired bypurchase, gift, inheritance or other transfer on or after January 1, 2012 (referred to as “covered shares”), and subsequentlysold or exchanged on or after that date. Cost basis reporting does not apply to sales or exchanges of shares acquiredbefore January 1, 2012, or to shares held in money market funds that maintain a stable $1 net asset value and tax-deferredaccounts, such as individual retirement accounts and qualified retirement plans.Cost basis methods. Treasury regulations permit the use of several methods to determine the cost basis of mutual fundshares. The method used will determine which specific shares are treated as sold or exchanged when there are multiplepurchases at different prices and the entire position is not sold at one time.The Fund’s default method is the average cost method. Under the average cost method, the cost basis of your Fund shareswill be determined by averaging the cost basis of all outstanding shares. The holding period for determining whether gainsand losses are short-term or long-term is based on the first-in-first-out method (FIFO) which treats the earliest sharesacquired as those first sold or exchanged.If you wish to select a different cost basis method, or choose to specifically identify your shares at the time of each sale orexchange, you must contact the Fund. However, once a shareholder has sold or exchanged covered shares from theshareholder’s account, a change by the shareholder from the average cost method to another permitted method will onlyapply prospectively to shares acquired after the date of the method change.Under the specific identification method, Treasury regulations require that you adequately identify the tax lots of Fundshares to be sold, exchanged or transferred at the time of each transaction. An adequate identification is made by providingthe dates that the shares were originally acquired and the number of shares to be sold, exchanged or transferred from eachapplicable tax lot. Alternatively, an adequate identification of shares may be made with a standing order of instruction onyour account. If you do not provide an adequate identification the Fund is required to use the FIFO method with any shareswith an unknown acquisition date treated as sold or exchanged first.The Fund does not recommend any particular cost basis method and the use of other methods may result in morefavorable tax consequences for some shareholders. It is important that you consult with your tax or financial advisor todetermine which method is best for you and then notify the Fund if you intend to use a method other than average cost.

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If your account is held by your financial advisor or other broker-dealer, that firm may select a different cost basis defaultmethod. In these cases, please contact the firm to obtain information with respect to the available methods and elections foryour account.Shares acquired before January 1, 2012. Cost basis reporting is not generally required for Fund shares that were acquiredby purchase, gift, inheritance or other transfer prior to January 1, 2012 (referred to as “noncovered shares”), regardless ofwhen they are sold or exchanged. As a service to shareholders, the Fund presently intends to continue to provideshareholders cost basis information for eligible accounts for shares acquired prior to January 1, 2012. Consistent with prioryears, this information will not be reported to the IRS or any state taxing authority.Shareholders that use the average cost method for shares acquired before January 1, 2012 must make the election to usethe average cost method for these shares on their federal income tax returns in accordance with Treasury regulations. Thiselection cannot be made by notifying the Fund.Important limitations regarding cost basis information. The Fund will report the cost basis of your Fund shares by taking intoaccount all of the applicable adjustments required by the Code for purposes of reporting cost basis information toshareholders and the IRS annually. However the Fund is not required, and in many cases the Fund does not possess theinformation, to take all possible basis, holding period or other adjustments into account in reporting cost basis information toyou. Therefore shareholders should carefully review the cost basis information provided by the Fund whether thisinformation is provided with respect to covered or noncovered shares, and make any additional basis, holding period orother adjustments that are required by the Code when reporting these amounts on their federal and state income taxreturns. Shareholders remain solely responsible for complying with all federal and state income tax laws when filing theirincome tax returns.Additional information about cost basis reporting. For additional information about cost basis reporting, including themethods and elections available to you, please contact Franklin Templeton at (800) DIAL BEN/342-5236. Additionalinformation is also available on franklintempleton.com/costbasis.Tax certification and backup withholding Tax laws require that you certify your tax information when you become aninvestor in the Fund. For U.S. citizens and resident aliens, this certification is made on IRS Form W-9. Under these laws,you may be subject to federal backup withholding at 24%, and state backup withholding may also apply, on a portion ofyour taxable distributions and sales proceeds unless you:• provide your correct Social Security or taxpayer identification number,• certify that this number is correct,• certify that you are not subject to backup withholding, and• certify that you are a U.S. person (including a U.S. resident alien).The Fund must also withhold if the IRS instructs it to do so. Backup withholding is not an additional tax. Any amountswithheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information isfurnished to the IRS. Certain payees and payments are exempt from backup withholding and information reporting.U.S. government securities The income earned on certain U.S. government securities is exempt from state and localpersonal income taxes if earned directly by you. States also grant tax-free status to mutual fund dividends paid to you frominterest earned on these securities, subject in some states to minimum investment or reporting requirements that must bemet by the Fund.The income on Fund investments in certain securities, such as repurchase agreements, commercial paperand federal agency-backed obligations (e.g., Ginnie Mae and Fannie Mae securities), generally does not qualify for tax-freetreatment. The rules on exclusion of this income are different for corporations..Qualified dividends and the corporate dividends-received deduction For individual shareholders, a portion of thedividends paid by the Fund may be qualified dividend income eligible for taxation at long-term capital gain tax rates. Forsingle individuals with taxable income not in excess of $40,400 in 2022 ($80,800 for married individuals filing jointly), thelong-term capital gains tax rate is 0%. For single individuals and joint filers with taxable income in excess of these amountsbut not more than $445,850 or $501,600, respectively, the long-term capital gains tax rate is 15%. The rate is 20% forsingle individuals with taxable income in excess of $445,850 and married individuals filing jointly with taxable income inexcess of $501,600. An additional 3.8% Medicare tax may also be imposed as discussed above.“Qualified dividend income” means dividends paid to the Fund (a) by domestic corporations, (b) by foreign corporations thatare either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income taxtreaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreigncorporation that is readily tradable on an established securities market in the United States. Both the Fund and the investormust meet certain holding period requirements to qualify Fund dividends for this treatment. Specifically, the Fund must holdthe stock for at least 61 days during the 121-day period beginning 60 days before the stock becomes ex-dividend (or in thecase of certain preferred stocks, for at least 91 days during the 181-day period beginning 90 days before the stockbecomes ex-dividend). Similarly, investors must

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hold their Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund distribution goesex-dividend. Income derived from investments in derivatives, fixed-income securities, U.S. REITs, PFICs, and incomereceived “in lieu of” dividends in a securities lending transaction generally is not eligible for treatment as qualified dividendincome. If the qualifying dividend income received by the Fund is equal to or greater than 95% of the Fund's gross income(exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifyingdividend income.While the income received in the form of a qualified dividend is taxed at the same rates as long-term capital gains, suchincome will not be considered a long-term capital gain for other federal income tax purposes. For example, you will not beallowed to offset your long-term capital losses against qualified dividend income on your federal income tax return. Anyqualified dividend income that you elect to be taxed at these reduced rates also cannot be used as investment income indetermining your allowable investment interest expense.For corporate shareholders, a portion of the dividends paid by the Fund may qualify for the corporate dividends-receiveddeduction. This deduction generally is available to corporations for dividends paid by a fund out of income earned on itsinvestments in domestic corporations. The availability of the dividends-received deduction is subject to certain holdingperiod and debt financing restrictions that apply to both the Fund and the investor. Specifically, the amount that the Fundmay report as eligible for the dividends-received deduction will be reduced or eliminated if the shares on which thedividends earned by the Fund were debt-financed or held by the Fund for less than a minimum period of time, generally 46days during a 91-day period beginning 45 days before the stock becomes ex-dividend. Similarly, if your Fund shares aredebt-financed or held by you for less than a 46-day period then the dividends-received deduction for Fund dividends onyour shares may also be reduced or eliminated. Income derived by the Fund from investments in derivatives, fixed-incomeand foreign securities generally is not eligible for this treatment.Each year the Fund will report to shareholders the portion of the income dividends paid by the Fund that are eligible fortreatment as qualified dividend income, if any, and for the corporate dividends-received deduction, if any. The amountsreported to shareholders may vary significantly each year depending on the particular mix of the Fund’s investments. If thepercentage of qualified dividend income or dividend income eligible for the corporate dividends-received deduction is quitesmall, the Fund reserves the right to not report the small percentage of qualified dividend income for individuals or incomeeligible for the corporate dividends-received deduction for corporations.Investment in complex securities The Fund’s investment in certain complex securities could subject it to one or morespecial tax rules (including, but not limited to, the wash sale rules), which may affect whether gains and losses recognizedby the Fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains tothe Fund, defer losses to the Fund, and cause adjustments to the holding periods of the Fund’s securities. These rules,therefore, could affect the amount, timing and/or tax character of the Fund’s distributions to shareholders. Moreover,because the tax rules applicable to complex securities, including derivative financial instruments, are in some casesuncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (whichdetermination or guidance could be retroactive) may affect whether the Fund has made sufficient distributions andotherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid afund-level tax. Set forth below is a general description of the tax treatment of certain types of securities, investmenttechniques and transactions that may apply to a fund; therefore, this section should be read in conjunction with thediscussion above under “Goals, Strategies and Risks” for a detailed description of the various types of securities andinvestment techniques that apply to the Fund.In general. Gain or loss recognized by the Fund on the sale or other disposition of its portfolio investments will generally becapital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length oftime a particular investment position is maintained and, in some cases, upon the nature of the transaction. Portfolioinvestments held for more than one year generally will be eligible for long-term capital gain or loss treatment.Derivatives. The Fund may invest in certain derivative contracts, including some or all of the following types of investments:options on securities and securities indices; financial and futures contracts; options on financial or futures contracts andstock index futures; foreign currency contracts, and forward and futures contracts on foreign currencies. The tax treatmentof certain forward and futures contracts entered into by the Fund, as well as listed non-equity options written or purchasedby the Fund on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities),may be governed by section 1256 of the Code (“section 1256 contracts”). Gains or losses on section 1256 contractsgenerally are considered 60% long-term and 40% short-term capital gains or losses (“60/40”), although certain foreigncurrency gains and losses from such contracts may be treated as ordinary in character. Also, any section 1256 contractsheld by the Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates asprescribed under the Code) are “marked to market” with the result that unrealized gains or losses are treated as thoughthey were realized and the resulting gain or loss is

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treated as ordinary or 60/40 gain or loss, as applicable, even though the Fund continues to hold the contracts. The Fundmay be required to distribute this income and gains annually in order to avoid income or excise taxes on the Fund. Section1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor,commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.Constructive sales. The Fund's entry into certain derivative instruments, including options, forward contracts, and futurescould be treated as the "constructive sale" of an "appreciated financial position," causing it to realize gain, but not loss, onthe position.Securities lending transactions. The Fund may obtain additional income by lending its securities, typically to brokers. Allamounts that are paid to the Fund in a securities lending transaction, including substitute dividend or interest payments, aretreated as a “fee” for the temporary use of property. As a result, any substitute dividend payments received by the Fund areneither qualified dividend income eligible for taxation at reduced long-term capital gain rates in the case of individualshareholders nor eligible for the corporate dividends received deduction in the case of corporate shareholders. Similarly,any foreign tax withheld on payments made “in lieu of” dividends or interest will not qualify for the pass-through of foreigntaxes to shareholders.Tax straddles. If the Fund invests in certain derivative instruments, if it actively trades stock or otherwise acquires a positionwith respect to substantially similar or related property in connection with certain hedging transactions, or if it engages inspread, straddle or collar transactions, it could be deemed to hold offsetting positions in securities. If the Fund’s risk of losswith respect to specific securities in its portfolio is substantially diminished by the fact that it holds offsetting securities, theFund could be deemed to have entered into a tax "straddle" or to hold a "successor position" that would require any lossrealized by it to be deferred for tax purposes.Equity-linked notes. The Fund may invest in equity-linked notes (ELNs), which are hybrid derivative-type instruments thatare specially designed to combine the characteristics of one or more reference securities and a related equity derivative in asingle note form. ELNs are available with an assortment of features. The tax rules applicable to these instruments areuncertain under current law and necessarily rely on general tax principles and the tax treatment of similar instruments. Forfederal income tax purposes, principal unprotected ELNs will generally be characterized as either a financial contract topurchase the reference asset (e.g. prepaid forward contract) or a combination of a deposit of cash with the issuer and anoption with respect to the reference asset. Principal protected ELNs will generally be characterized as contingent paymentdebt obligations. Under this later treatment, the Fund would be required to accrue original issue discount (OID) as interestincome on the ELNs in each year that it holds the ELNs based on the yield of comparable fixed rate debt instruments. Inaddition, any gain recognized by the Fund on the sale or exchange, or at maturity, of such ELNs generally would be treatedas ordinary income. Other tax treatments may apply.Certain fixed-income investments. Gain recognized on the disposition of a debt obligation purchased by the Fund withmarket discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of theportion of the market discount that accrued during the period of time the Fund held the debt obligation, unless the Fundmade an election to accrue market discount into income currently. Fund distributions of accrued market discount includingany current inclusions, are taxable to shareholders as ordinary income to the extent of the Fund’s earnings and profits. Ifthe Fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at adiscount, the Fund generally is required to include in gross income each year the portion of the original issue discount thataccrues during such year. Therefore an investment in such securities may cause the Fund to recognize income and makedistributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy thosedistribution requirements, the Fund may have to sell portfolio securities that it otherwise might have continued to hold or touse cash flows from other sources such as the sale of fund shares.Investments in debt obligations that are at risk of or in default. The Fund may also hold obligations that are at risk of or indefault. Tax rules are not entirely clear about issues such as whether and to what extent the Fund should recognize marketdiscount on such a debt obligation, when the Fund may cease to accrue interest, original issue discount or market discount,when and to what extent the Fund may take deductions for bad debts or worthless securities and how the Fund shouldallocate payments received on obligations in default between principal and income. These and other related issues will beaddressed by the Fund in order to ensure that it distributes sufficient income to preserve its status as a regulatedinvestment company.Investment in taxable mortgage pools (excess inclusion income). Under a Notice issued by the IRS, the Code and Treasuryregulations to be issued, a portion of the Fund’s income from a U.S. REIT that is attributable to the REIT’s residual interestin a real estate mortgage investment conduit (REMIC) or equity interests in a “taxable mortgage pool” (referred to in theCode as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulatedinvestment company, such as the Fund, will be allocated to shareholders of the regulated investment company in proportionto the dividends received by such shareholders, with the same consequences as if the

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shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excessinclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception forcertain thrift institutions), (ii) will constitute unrelated business taxable income to entities (including a qualified pension plan,an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on unrelatedbusiness income (UBTI), thereby potentially requiring such an entity that is allocated excess inclusion income, andotherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of aforeign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during anytaxable year a “disqualified organization” (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then theregulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxableyear that is allocable to the disqualified organization, multiplied by the applicable corporate tax rate. The Notice imposescertain reporting requirements upon regulated investment companies that have excess inclusion income. There can be noassurance that the Fund will not allocate to shareholders excess inclusion income.These rules are potentially applicable to a fund with respect to any income it receives from the equity interests of certainmortgage pooling vehicles, either directly or, as is more likely, through an investment in a U.S. REIT. It is not anticipated thatthese rules will apply to a fund that does not invest in any U.S. REITs.State income taxes Some state tax codes adopt the Code through a certain date. As a result, such conforming states maynot have adopted the version of the Code as amended by the TCJA, the Regulated Investment Company Modernization Actof 2010, or other federal tax laws enacted after the applicable conformity date. Other states may have adopted an incomeor other basis of tax that differs from the Code.The tax information furnished by the Fund to shareholders and the IRS annually with respect to the amount and characterof dividends paid, cost basis information with respect to shares redeemed or exchanged, and records maintained by theFund with respect to the cost basis of Fund shares, will be prepared on the basis of current federal income tax law tocomply with the information reporting requirements of the Code, and not necessarily on the basis of the law of any state inwhich a shareholder is resident or otherwise subject to tax. If your account is held by your financial advisor or other broker,contact that firm with respect to any state information reporting requirements applicable to your investment in the Fund.Under the current California Revenue and Taxation Code, certain funds are required to report tax information to theCalifornia Franchise Tax Board annually.Accordingly, the amount and character of income, gain or loss realized by a shareholder with respect to an investment inFund shares for state income tax purposes may differ from that for federal income tax purposes. Franklin Templetonprovides additional tax information on franklintempleton.com (under the Tax Center) to assist shareholders with thepreparation of their federal and state income tax returns. Shareholders are solely responsible for determining the amountand character of income, gain or loss to report on their federal, state and local income tax returns each year as a result oftheir purchase, holding and sale of Fund shares.Non-U.S. investors Non-U.S. investors may be subject to U.S. withholding and estate tax, and are subject to special U.S.tax certification requirements.In general. The United States imposes a flat 30% withholding tax (or a tax at a lower treaty rate) on U.S. source dividends.Exemptions from U.S. withholding tax are provided for capital gains realized on the sales of Fund shares, capital gaindividends paid by the Fund from net long-term capital gains, short-term capital gain dividends paid by the Fund from netshort-term capital gains, and interest-related dividends paid by the Fund from its qualified net interest income from U.S.sources, unless you are a nonresident alien individual present in the United States for a period or periods aggregating 183days or more during the calendar year. “Qualified interest income” includes, in general, the sum of the Fund’s U.S. source:i) bank deposit interest, ii) short-term original issue discount, iii) portfolio interest, and iv) any interest-related dividendpassed through from another regulated investment company.However, notwithstanding such exemptions from U.S. withholding tax at source, any taxable distributions and proceedsfrom the sale of your Fund shares will be subject to backup withholding at a rate of 24% if you fail to properly certify that youare not a U.S. person.It may not be practical in every case for the Fund to report to shareholders, and the Fund reserves the right in these casesto not report, interest-related or short-term capital gain dividends. Additionally, the Fund’s reporting of interest-related orshort-term capital gain dividends may not, in turn, be passed through to shareholders by intermediaries who have assumedtax reporting responsibilities for this income in managed or omnibus accounts due to systems limitations or operationalconstraints.Effectively connected income. Taxable ordinary income dividends paid by the Fund to non-U.S. investors on portfolioinvestments are generally subject to U.S. withholding tax at 30% or a lower treaty rate. However, if you hold your Fundshares in connection with a U.S. trade or business, your income and gains may be considered effectively connected

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income and taxed in the U.S. on a net basis at graduated income tax rates in which case you may be required to file anonresident U.S. income tax return.U.S. estate tax. An individual who is a non-U.S. investor will be subject to U.S. federal estate tax on the value of the Fundshares owned at the time of death, unless a treaty exemption applies between the country of residence of the non-U.S.investor and the U.S. Even if a treaty exemption is available, a decedent’s estate may nevertheless be required to file aU.S. estate tax return to claim the exemption, as well as to obtain a U.S. federal transfer certificate. The transfer certificatewill identify the property (i.e., Fund shares) on which a U.S. federal tax lien has been released and is required before theFund can release a nonresident alien decedent’s investment in the Fund to his or her estate. A transfer certificate is notrequired for property administered by an executor or administrator appointed, qualified and acting within the United States.For estates with U.S. situs assets of not more than $60,000 (there is a statutory estate tax credit for this amount ofproperty), an affidavit from the executor of the estate or other authorized individual along with additional evidence requestedby the IRS relating to the decedent’s estate evidencing the U.S. situs assets may be provided in lieu of a federal transfercertificate. Transfers by gift of shares of the Fund by a non-U.S. investor who is a nonresident alien individual will not besubject to U.S. federal gift tax. The tax consequences to a non-U.S. investor entitled to claim the benefits of a treatybetween the country of residence of the non-U.S. investor and the U.S. may be different from the consequences describedabove.Tax certification and backup withholding as applied to non-U.S. investors. Non-U.S. investors have special U.S. taxcertification requirements to avoid backup withholding at a rate of 24% and, if applicable, to obtain the benefit of anyincome tax treaty between the non-U.S. investor’s country of residence and the United States. To claim these tax benefits,the non-U.S. investor must provide a properly completed Form W-8BEN (or other Form W-8, where applicable) to establishhis or her status as a non-U.S. investor, to claim beneficial ownership over the assets in the account, and to claim, ifapplicable, a reduced rate of or exemption from withholding tax under the applicable treaty. A Form W-8BEN generallyremains in effect for a period of three years beginning on the date that it is signed and ending on the last day of the thirdsucceeding calendar year. In certain instances, Form W-8BEN may remain valid indefinitely unless the investor has achange of circumstances that renders the form incorrect and necessitates a new form and tax certification. Non-U.S.investors must advise the Fund of any change of circumstances that would render the information given on the formincorrect and must then provide a new W-8BEN to avoid the prospective application of backup withholding.Investment in U.S. real property. The Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) makes non-U.S.persons subject to U.S. tax on disposition of a U.S. real property interest (USRPI) as if he or she were a U.S. person. Suchgain is sometimes referred to as FIRPTA gain. The Fund may invest in equity securities of corporations that invest inUSRPI, including U.S. REITs, which may trigger FIRPTA gain to the Fund’s non-U.S. shareholders.The Code provides a look-through rule for distributions of FIRPTA gain when a regulated investment company is classifiedas a qualified investment entity. A regulated investment company will be classified as a qualified investment entity if, ingeneral, 50% or more of the regulated investment company’s assets consist of interests in U.S. REITs and other U.S. realproperty holding corporations (USRPHC). If a regulated investment company is a qualified investment entity and the non-U.S. shareholder owns more than 5% of a class of Fund shares at any time during the one-year period ending on the dateof the FIRPTA distribution, the FIRPTA distribution to the non-U.S. shareholder is treated as gain from the disposition of aUSRPI, causing the distribution to be subject to U.S. withholding tax at the applicable corporate tax rate (unless reduced byfuture regulations), and requiring the non-U.S. shareholder to file a nonresident U.S. income tax return. In addition, even ifthe non-U.S. shareholder does not own more than 5% of a class of Fund shares, but the Fund is a qualified investmententity, the FIRPTA distribution will be taxable as ordinary dividends (rather than as a capital gain or short-term capital gaindividend) subject to withholding at 30% or a lower treaty rate.Because the Fund expects to invest less than 50% of its assets at all times, directly or indirectly, in U.S. real propertyinterests, it expects that neither gain on the sale or redemption of Fund shares nor Fund dividends and distributions shouldbe subject to FIRPTA reporting and tax withholding.German Investment Tax Act. The Fund is qualified as an “investment fund” under the German Investment Tax Act (GITA). Inthis regard, it is noted that: except for the Fund’s voting of proxies related to the portfolio securities held by the Fund in theordinary course of business pursuant to the Fund’s proxy voting procedures as described in the SAI under the heading“Proxy Voting Policies and Procedures,” the Fund does not attempt to actively manage or change or influence control of anyof the issuers of the securities held in the Fund’s portfolio; and the Fund invests at least 90% of its net assets in “eligibleassets” as defined under the GITA.Foreign Account Tax Compliance Act Under the Foreign Account Tax Compliance Act (FATCA), foreign entities, referredto as foreign financial institutions (FFI) or non-financial foreign entities (NFFE) that are shareholders in the Fund may besubject to a 30% withholding tax on income dividends paid by the Fund. The FATCA withholding tax

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generally can be avoided: (a) by an FFI, if it reports certain direct and indirect ownership of foreign financial accounts heldby U.S. persons with the FFI, and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners, or (ii) ifit does have such owners, reports information relating to them to the withholding agent, which will, in turn, report thatinformation to the IRS. The U.S. Treasury has negotiated intergovernmental agreements (IGA) with certain countries and isin various stages of negotiations with a number of other foreign countries with respect to one or more alternativeapproaches to implement FATCA. An entity in one of those countries may be required to comply with the terms of an IGAand applicable local law instead of U.S. Treasury regulations.An FFI can avoid FATCA withholding if it is deemed compliant or by becoming a “participating FFI,” which requires the FFIto enter into a U.S. tax compliance agreement with the IRS under section 1471(b) of the Code (FFI agreement) under whichit agrees to verify, report and disclose certain of its U.S. accountholders and provided that such entity meets certain otherspecified requirements. The FFI will report to the IRS, or, depending on the FFI’s country of residence, to the government ofthat country (pursuant to the terms and conditions of an applicable IGA and applicable law), which will, in turn, report to theIRS. An FFI that is resident in a country that has entered into an IGA with the U.S. to implement FATCA will be exempt fromFATCA withholding provided that the FFI shareholder and the applicable foreign government comply with the terms of suchagreement.An NFFE that is the beneficial owner of a payment from the Fund can avoid the FATCA withholding tax generally bycertifying that it does not have any substantial U.S. owners or by providing the name, address and taxpayer identificationnumber of each substantial U.S. owner. The NFFE will report information either (i) to the Fund, or other applicablewithholding agent, which will, in turn, report information to the IRS, or (ii) directly to the IRS.Such foreign shareholders also may fall into certain exempt, excepted or deemed compliant categories as established byU.S. Treasury regulations, IGAs, and other guidance regarding FATCA. An FFI or NFFE that invests in the Fund will need toprovide the Fund with documentation properly certifying the entity’s status under FATCA in order to avoid FATCAwithholding. The requirements imposed by FATCA are different from, and in addition to, the U.S. tax certification rules toavoid backup withholding described above.Organization, Voting Rights and Principal Holders

The Fund is a diversified, open-end management investment company, commonly called a mutual fund. The Fund wasorganized as a Maryland corporation on November 10, 1986, from its predecessor entity, which commenced operations onNovember 29, 1954. The Fund is registered with, and subject to regulation by, the SEC.The Fund currently offers five classes of shares: Class A, Class C, Class R, Class R6 and Advisor Class. Previously, theFund offered Class C shares of the Fund which were renamed Class C1 shares effective August 1, 2018. Class C1 shareshad the same rights, preferences and fee structure as the Class C shares, except that the Class C1 shares did not have aconversion feature whereby they would automatically convert to Class A shares of the Fund after a ten year holding period(the “conversion feature”). Effective October 5, 2018, Class C1 shares of the Fund ceased to be offered, and theoutstanding Class C1 shares were converted into a new Class C shares that has the conversion feature. The Fund mayoffer additional classes of shares in the future. The full title of each class is:

• Templeton Growth Fund, Inc. - Class A• Templeton Growth Fund, Inc. - Class C• Templeton Growth Fund, Inc. - Class R• Templeton Growth Fund, Inc. - Class R6• Templeton Growth Fund, Inc. - Advisor Class

Shares of each class represent proportionate interests in the Fund's assets. On matters that affect the Fund as a whole,each class has the same voting and other rights and preferences as any other class. On matters that affect only one class,only shareholders of that class may vote. Each class votes separately on matters affecting only that class, or mattersexpressly required to be voted on separately by state or federal law.The Fund has noncumulative voting rights. For board member elections, this gives holders of more than 50% of the sharesvoting the ability to elect all of the members of the board. If this happens, holders of the remaining shares voting will not beable to elect anyone to the board.The Fund does not intend to hold annual shareholder meetings. The Fund may hold special meetings, however, for mattersrequiring shareholder approval.As of December 1, 2021, the principal shareholders of the Fund, beneficial or of record, were:Name and Address Share Class Percentage

(%)Edward Jones & Co.*12555 Manchester RoadSt. Louis, MO 63131-3710

A 9.75

Renaissance Charitable Foundation, Inc.* C 53.73



Franklin Templeton Charitable Giving FundGregory W. Baker & Douglas W. Coxand Steven R. Ko Trustee8910 Purdue Road Suite 555Indianapolis, IN 46268-3161

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State Street Bank And Trust*ADP Access Product105 Rosemont RoadWestwood, MA 02090-2318

R 75.31

Edward Jones & Co.*12555 Manchester RoadSt. Louis, MO 63131-3710

R6 12.50

Franklin Templeton Corefolio Allocation Fund*Allocation FundAttn: Fund Administration500 East Broward BoulevardFort Lauderdale, FL 33394-3029

R6 72.63

Merrill Lynch Pierce Fenner & Smith*Attn: Fund Administration4800 Deer Lake Drive EastJacksonville, FL 32246-6484

R6 12.88

Franklin Corefolio Allocation FundFranklin 529 College Savings Plan300 SE 2nd Street Fl. 8Fort Lauderdale, FL 33301-1965

Advisor 16.16

Franklin Templeton Founding FundsFranklin 529 College Savings Plan300 SE 2nd Street Fl. 8Fort Lauderdale, FL 33301-1965

Advisor 17.87

Templeton Growth 529 PortfolioFT 529 College Savings Plan300 SE 2nd Street Fl. 8Fort Lauderdale, FL 33301-1965

Advisor 15.51

Pershing LLC1 Pershing PlazaJersey City, NJ 07399-0001

Advisor 5.18

Raymond James*ATTN: Courtney Waller880 Carillon ParkwaySt. Petersburg, FL 33716-1102

Advisor 5.02

* For the benefit of its customer(s).To the best knowledge of the Fund, no other person holds beneficially or of record more than 5% of the outstanding sharesof any class.As of December 1, 2021, the officers and board members, as a group, owned of record and beneficially less than 1% of theoutstanding shares of each class. The board members may own shares in other funds in Franklin Templeton.

Buying and Selling SharesThe Fund continuously offers its shares through securities dealers who have an agreement with Franklin Distributors, LLC(Distributors). A securities dealer includes any financial institution that, either directly or through affiliates, has an agreementwith Distributors to handle customer orders and accounts with the Fund. This reference is for convenience only and doesnot indicate a legal conclusion of capacity. Banks and financial institutions that sell shares of the Fund may be required bystate law to register as securities dealers. If you buy or sell shares through your securities dealer, you may be charged atransaction processing fee by your securities dealer. Your securities dealer will provide you with specific information aboutany transaction processing fees you will be charged.The Fund and other U.S. registered investment companies within the Franklin Templeton fund complex are intended forsale to residents of the U.S., and, with very limited exceptions, are not registered or otherwise offered for sale in otherjurisdictions. The above restrictions are generally not applicable to sales in U.S. territories or to diplomatic staff members ormembers of the U.S. military with an APO or FPO address outside of the U.S. Investors are responsible for compliance withtax, securities, currency exchange or other regulations applicable to redemption and purchase transactions in any state orjurisdiction to which they may be subject. Investors should consult with their financial intermediary and appropriate tax andlegal advisors to obtain information on the rules applicable to these transactions.In particular, the Fund is not registered in any provincial or territorial jurisdiction in Canada, and shares of the Fund have notbeen qualified for sale in any Canadian jurisdiction. Shares of the Fund may not be directly or indirectly offered or sold inany provincial or territorial jurisdiction in Canada or to or for the benefit of residents thereof. Prospective investors may berequired to declare that they are not Canadian residents and are not acquiring shares on behalf of any Canadian residents.If an investor becomes a Canadian resident after purchasing shares of the Fund, the investor will not be able to purchaseany additional shares of the Fund (other than reinvestment of dividends and capital gains) or exchange shares of the Fundfor other U.S. registered Franklin Templeton funds.Similarly, the Fund is not registered, and shares of the Fund have not been qualified for distribution, in any member countryof the European Union (EU) or European Economic Area (EEA). The shares offered by this prospectus may not be directly



or indirectly offered or distributed in any such country. If an investor becomes an EU or EEA resident after purchasingshares of the Fund, the investor will not be able to purchase any additional shares of the Fund (other than reinvestment ofdividends and capital gains) or exchange shares of the Fund for other U.S. registered Franklin Templeton funds.All purchases of Fund shares will be credited to you, in full and fractional Fund shares (rounded to the nearest 1/100 of ashare). All checks, drafts, wires and other payment mediums used to buy or sell shares of the Fund must be denominatedin U.S. dollars. We may, in our sole discretion, either (a) reject any order to buy or sell shares denominated in any othercurrency or (b) honor the transaction or make adjustments to your account for the transaction as of a date and with aforeign currency exchange factor determined by the drawee bank. We may deduct any applicable banking charges imposedby the bank from your account.

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When you buy shares, if you submit a check or a draft that is returned unpaid to the Fund, we may impose a $10 chargeagainst your account for each returned item.If you buy shares through the reinvestment of dividends, the shares will be purchased at the net asset value determined onthe business day following the dividend record date (sometimes known as the "ex-dividend date"). The processing date forthe reinvestment of dividends may vary and does not affect the amount or value of the shares acquired.Investment by asset allocators and large shareholders Particularly during times of overall market turmoil or pricevolatility, the Fund may experience adverse effects when certain large shareholders such as other funds, institutionalinvestors (including those trading by use of non-discretionary mathematical formulas) and asset allocators (who makeinvestment decisions on behalf of underlying clients), purchase or redeem large amounts of shares of the Fund. Such largeshareholder redemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so.Similarly, large Fund share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayedin investing new cash and is required to maintain a larger cash position than it ordinarily would.These transactions may also accelerate the realization of taxable income to shareholders if such sales of investmentsresulted in gains, and may also increase transaction costs. In addition, a large redemption could result in the Fund's currentexpenses being allocated over a smaller asset base, leading to an increase in the Fund's expense ratio.When experiencing such purchases and redemptions by large shareholders, the Fund may restrict or reject purchases, inaccordance with the Frequent Trading Policy of the Fund as set forth in the Fund’s Prospectus. The Fund also may delaypayment of redemptions up to seven days to provide the investment manager with time to determine if the Fund canredeem the request in-kind or to consider other alternatives to lessen the harm to remaining shareholders. Under certaincircumstances, however, the Fund may be unable to delay a purchase or redemption request, which could result in theautomatic processing of a large transaction that is detrimental to the Fund and its shareholders.Initial sales charges The maximum initial sales charge is 5.50% for Class A. There is no initial sales charge for Class C,Class R, Class R6 and Advisor Class.The initial sales charge for Class A shares may be reduced for certain large purchases, as described in the prospectus. Weoffer several ways for you to combine your purchases in Franklin Templeton funds to take advantage of the lower salescharges for large purchases.Letter of intent (LOI). You may buy Class A shares at a reduced sales charge by completing the LOI section of your accountapplication. An LOI is a commitment by you to invest a specified dollar amount during a 13-month period. The amount youagree to invest determines the sales charge you pay. By completing the LOI section of the application, you acknowledgeand agree to the following:• You authorize Distributors to reserve approximately 5% of your total intended purchase in Class A shares registered in

your name until you fulfill your LOI. Your periodic statements will include the reserved shares in the total shares you own,and we will pay or reinvest dividend and capital gain distributions on the reserved shares according to the distributionoption you have chosen.

• You give Distributors a security interest in the reserved shares and appoint Distributors as attorney-in-fact.• Distributors may sell any or all of the reserved shares to cover any additional sales charge if you do not fulfill the terms of

the LOI.• Although you may exchange your shares, you may not sell reserved shares until you complete the LOI or pay the higher

sales charge.After you file your LOI with the Fund, you may buy Class A shares at the sales charge applicable to the amount specified inyour LOI. Sales charge reductions based on purchases in more than one Franklin Templeton fund will be effective only afternotification to Distributors that the investment qualifies for a discount. If you file your LOI with the Fund before a change inthe Fund's sales charge, you may complete the LOI at the lower of the new sales charge or the sales charge in effect whenthe LOI was filed.Your holdings in Franklin Templeton funds acquired before you filed your LOI will be counted towards the completion of theLOI.If the terms of your LOI are met, the reserved shares will be deposited to an account in your name or delivered to you or asyou direct.If the amount of your total purchases is less than the amount specified in your LOI, the sales charge will be adjustedupward, depending on the actual amount purchased during the period. You will need to send Distributors an amount equalto the difference in the actual dollar amount of sales charge paid and the amount of sales charge that would have applied tothe total purchases if the total of the purchases had been made at one time. Upon payment of this amount, the reservedshares held for your account will be deposited to an account in your name or delivered to you or as you direct. If within 20days after written request the difference in sales charge is not paid, we will redeem an appropriate number of reservedshares to realize the difference. If you redeem the total amount in your account before you fulfill your LOI, we will

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deduct the additional sales charge due from the sale proceeds and forward the balance to you.For LOIs filed on behalf of certain retirement plans, the level and any reduction in sales charge for these plans will be basedon actual plan participation and the projected investments in Franklin Templeton funds under the LOI. These plans are notsubject to the requirement to reserve 5% of the total intended purchase or to the policy on upward adjustments in salescharges described above, or to any penalty as a result of the early termination of a plan.Sales in Taiwan. Under agreements with certain banks in Taiwan, Republic of China, the Fund's shares are available tothese banks' trust accounts without a sales charge. The banks may charge service fees to their customers who participatein the trusts. A portion of these service fees may be paid to Distributors or one of its affiliates to help defray expenses ofmaintaining a service office in Taiwan, including expenses related to local literature fulfillment and communication facilities.The Fund's Class A shares may be offered to investors in Taiwan through securities advisory firms known locally asSecurities Investment Consulting Enterprises. In conformity with local business practices in Taiwan, Class A shares may beoffered with the following schedule of sales charges:Size of Purchase - U.S. Dollars Sales Charge (%)Under $30,000 3.0$30,000 but less than $50,000 2.5$50,000 but less than $100,000 2.0$100,000 but less than $200,000 1.5$200,000 but less than $400,000 1.0$400,000 or more 0Purchases of certain share classes through financial intermediaries (Class R6 and Advisor Class). There are no associatedsales charges or Rule 12b-1 distribution and service fees for the purchase of Class R6 and Advisor Class shares. However,pursuant to SEC guidance, certain financial intermediaries acting as agents on behalf of their customers may directlyimpose on shareholders sales charges or transaction fees determined by the financial intermediary related to the purchaseof these shares. These charges and fees are not disclosed in this prospectus. You should consult with your financial advisoror visit your financial intermediary’s website for more information.The Fund’s service providers also may pay financial intermediaries for marketing support and other related services asdisclosed below for Advisor Class shares, but not for Class R6 shares. These payments may create a conflict of interest byinfluencing the financial intermediary and your salesperson to recommend one share class over another. There is someuncertainty concerning whether marketing support or other similar payments may be made or received in connection withAdvisor Class shares where a financial intermediary has imposed its own sales charges or transaction fees. Based onfuture regulatory developments, such payments may be terminated.Financial intermediary compensation. Financial intermediaries may at times receive the entire sales charge. A financialintermediary who receives 90% or more of the sales charge may be deemed an underwriter under the Securities Act of1933, as amended. Financial institutions or their affiliated brokers may receive an agency transaction fee in thepercentages indicated in the financial intermediary compensation table in the Fund’s prospectus.Distributors may pay the following commissions to financial intermediaries who initiate and are responsible for purchases ofClass A shares in the following amounts:

Amount of Investment

For Funds withan initial sales

charge of 5.50%(%)


charge of 3.75%(%)


charge of 2.25%(%)

Under $50,000 5.00 3.50 2.00$50,000 but under $100,000 4.00 3.50 2.00$100,000 but under $250,000 3.00 3.00 1.75$250,000 but under $500,000 2.25 2.25 1.25$500,000 but under $1 million 1.75 1.00 1.00$1 million but under $4 million 1.00 1.00 1.00$4 million but under $10 million 1.00 1.00 1.00$10 million but under $50 million 0.50 0.50 0.50$50 million or more 0.25 0.25 0.25Consistent with the provisions and limitations set forth in its Class A Rule 12b-1 distribution plan, the Fund may reimburseDistributors for the cost of these commission payments.These payments may be made in the form of contingent advance payments, which may be recovered from the financialintermediary or set off against other payments due to the financial intermediary if shares are sold within 18 months of thecalendar month of purchase. Other conditions may apply. Other terms and conditions may be imposed by an agreementbetween Distributors, or one of its affiliates, and the financial intermediary.In addition to the sales charge payments described above and the distribution and service (12b-1) fees described belowunder “The Underwriter - Distribution and service (12b-1) fees,” Distributors and/or its non-fund affiliates may make thefollowing additional payments to financial intermediaries that sell shares of Franklin Templeton mutual funds:

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Marketing support payments (applicable to all classes of shares except Class R6). Distributors may make payments tocertain financial intermediaries in connection with their efforts to educate financial advisors and provide services which mayfacilitate, directly or indirectly, investment in Franklin Templeton mutual funds. A financial intermediary’s marketing supportservices may include business planning assistance, advertising, educating financial intermediary personnel about FranklinTempleton mutual funds and shareholder financial planning needs, placement on the financial intermediary’s list of offeredfunds, and access to sales meetings, sales representatives and management representatives of the financial intermediary.Distributors compensates financial intermediaries differently depending upon, among other factors, sales and assets levels,redemption rates and the level and/or type of marketing and educational activities provided by the financial intermediary.Such compensation may include financial assistance to financial intermediaries that enable Distributors to participate inand/or present at conferences or seminars, sales or training programs for invited registered representatives and otheremployees, client and investor events and other financial intermediary-sponsored events. These payments may varydepending upon the nature of the event. Distributors will, on an annual basis, determine whether to continue suchpayments. In the case of any one financial intermediary, marketing support payments generally will not exceed 0.05% of thetotal assets of Franklin Templeton mutual funds attributable to that financial intermediary, on an annual basis. For a financialintermediary exceeding $50 billion in total assets of Franklin Templeton mutual funds, Distributors may agree to makeannual marketing support payments up to a limit of 0.06% of such assets. In other limited circumstances, Distributors or anaffiliate will have alternative arrangements with an intermediary that provides for payments in excess of the 0.05%limitation, which may include arrangements based on assets or sales of the funds, combined assets or sales of relatedfunds, or other criteria. Any assets held on behalf of Employer Sponsored Retirement Plans for which payment is made to afinancial intermediary pursuant to the following paragraph will be excluded from the calculation of marketing supportpayments pursuant to this paragraph.Distributors may also make marketing support payments to financial intermediaries in connection with their activities thatare intended to assist in the sale of shares of Franklin Templeton mutual funds, directly or indirectly, to certain EmployerSponsored Retirement Plans that have retained such financial intermediaries as plan service providers. Payments may bemade on account of activities that may include, but are not limited to, one or more of the following: business planningassistance for financial intermediary personnel, educating financial intermediary personnel about Franklin Templeton mutualfunds, access to sales meetings, sales representatives, wholesalers, and management representatives of the financialintermediary, and detailed sales reporting. A financial intermediary may perform the services itself or may arrange with athird party to perform the services. In the case of any one financial intermediary, such payments will not exceed 0.10% ofthe total assets of Franklin Templeton mutual funds held, directly or indirectly, by such Employer Sponsored RetirementPlans, on an annual basis. Distributors will, on an annual basis, determine whether to continue such payments.Consistent with the provisions and limitations set forth in its Rule 12b-1 distribution plans, the Fund may reimburseDistributors for the cost of a portion of these marketing support payments.Marketing support payments may be in addition to any servicing and other fees paid by Investor Services, as describedfurther below and under “Management and Other Services - Shareholder servicing and transfer agent” above.The following list includes FINRA member firms (or, in some instances, their respective affiliates) that, as of March 31,2021, Distributors anticipates will receive marketing support payments. In addition to member firms of FINRA, Distributorsalso makes marketing support payments, and Distributors’ non-fund affiliates may make administrative services payments,to certain other financial intermediaries, such as banks, insurance companies, and plan administrators, that sell mutual fundshares or provide services to Franklin Templeton mutual funds and shareholders. These firms may not be included in thislist. You should ask your financial intermediary if it receives such payments.ADP Retirement Services, American Portfolios Financial Services, Inc., American Enterprise Investment Services, Inc.,American United Life Insurance Company, Ascensus, Inc., Avantax Wealth Management, AXA Advisors, LLC, BBVASecurities, Inc., Benjamin F. Edwards & Company, Inc., Cadaret Grant & Co., Inc., Cambridge Investment Research, Inc.,Cetera Advisors LLC, Cetera Advisor Networks LLC, Cetera Financial Specialists LLC, Cetera Investment Services LLC,Citigroup Global Markets Inc., Charles Schwab & Co., Inc., Citizens Securities, Inc., Commonwealth Financial Network,CUNA Brokerage Services, Inc., CUSO Financial Services, L.P., Digital Retirement Solutions, E*TRADE Securities LLC,Edward D. Jones & Co., L.P. (dba Edward Jones), Empower Retirement, ePlan Services, Inc., Fidelity InvestmentsInstitutional Operations Company, Inc., First Allied Securities, Inc., First Command Financial Planning, Inc., FPS ServicesLLC, FSC Securities Corporation, Goldman, Sachs & Co., Group 3 Financial LLC, Hantz Financial Services, Inc.,Investacorp, Inc., J.P. Morgan Securities LLC, Janney Montgomery Scott LLC, John Hancock Distributors LLC, KMSFinancial Services, Inc., Lincoln Financial Advisors Corporation, Lincoln Financial Securities Corporation, LincolnInvestment Planning, Inc., Lincoln Retirement Services Company LLC, LPL Financial LLC, M&T Securities, Inc.,Massachusetts Mutual Life

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Insurance Company, Merrill Lynch, Pierce, Fenner & Smith, Inc., Minnesota Life Insurance Company, MML InvestorsServices, LLC, Morgan Stanley, MSCS Financial Services LLC, Nationwide Financial Services, Inc., Newport RetirementServices, Inc., NEXT Financial Group, Inc., Northwestern Mutual Investment Services, LLC, Paychex SecuritiesCorporation, PFS Investments Inc., PNC Investments LLC, Principal Financial Group, Prudential Insurance Company ofAmerica, Raymond James & Associates, Inc., Raymond James Financial Services, Inc., RBC Capital Markets LLC, RobertW. Baird & Co., Inc., Royal Alliance Associates, Inc., SagePoint Financial, Inc., Securities America, Inc., Securities ServiceNetwork, Inc., Sorrento Pacific Financial, LLC, Stifel, Nicolaus & Company, Incorporated, TD Ameritrade Trust Company,TFS Securities, Inc., The Huntington Investment Company, The Investment Center, Inc., TIAA-CREF Individual &Institutional Services, LLC, Transamerica Advisors Life Insurance Company, Transamerica Retirement SolutionsCorporation, Triad Advisors, Inc., UBS Financial Services Inc., UnionBanc Investment Services, LLC, U.S. BancorpInvestments, Inc., USI Advisors, Inc., Voya Financial Advisors, Inc., Voya Institutional Plan Services LLP, Wells FargoAdvisors, LLC, Western International Securities, Inc., and Woodbury Financial Services, Inc.Marketing support payments made to organizations located outside the U.S., with respect to investments in the Fund bynon-U.S. persons, may exceed the above-stated limitation.In addition to marketing support payments, to the extent permitted by SEC and FINRA rules and other applicable laws andregulations, Distributors may from time to time at its expense make or allow other promotional incentives or additionalpayments to financial intermediaries that sell or arrange for the sale of shares of the Fund. These payments may includeadditional compensation to financial intermediaries, including financial intermediaries not listed above, related to transactionsupport, various financial intermediary-sponsored events intended to educate financial advisers and their clients about theFranklin Templeton mutual funds, and data analytics and support.Transaction support payments. The types of payments that Distributors may make under this category include, amongothers, payment of ticket charges of up to $20 per purchase or exchange order placed by a financial intermediary. Otherpayments may include ancillary services such as set-up, ongoing support, and assistance with a financial intermediary’smutual fund trading system.Conference support payments. Compensation may include financial assistance to financial intermediaries that enableDistributors to participate in and/or present at conferences or seminars, sales or training programs for invited registeredrepresentatives and other employees, client and investor events, co-operative advertising, newsletters, and other financialintermediary-sponsored events. These payments may vary depending upon the nature of the event, and can include travelexpenses, such as lodging incurred by registered representatives and other employees in connection with training andeducational meetings, client prospecting and due diligence trips.Distributors routinely sponsors due diligence meetings for registered representatives during which they receive updates onvarious Franklin Templeton mutual funds and are afforded the opportunity to speak with portfolio managers. Invitation tothese meetings is not conditioned on selling a specific number of shares. Those who have shown an interest in FranklinTempleton mutual funds, however, are more likely to be considered. To the extent permitted by their firm’s policies andprocedures, registered representatives’ expenses in attending these meetings may be covered by Distributors.Data support payments. Compensation may include data support payments to certain holders or financial intermediaries ofrecord for accounts in one or more of the Franklin Templeton mutual funds. A financial intermediary’s data support servicesmay include the provision of analytical data on such accounts.Other payments. Other compensation may be offered to the extent not prohibited by federal or state laws or any self-regulatory agency, such as FINRA. Distributors makes payments for events it deems appropriate, subject to Distributors’guidelines and applicable law.You should ask your financial intermediary for information about any payments it receives from Distributors and anyservices provided.In addition, Investor Services may make payments to financial intermediaries that provide administrative services to definedbenefit plans. Investor Services does not seek reimbursement by the Fund for such payments.Contingent deferred sales charge (CDSC) – Class A and C If you invest any amount in Class C shares, $1 million ormore in Class A shares of mutual funds with a maximum initial sales charge of 5.50% or $500,000 or more for mutual fundswith a maximum initial sales charge of 3.75% or 2.25%, either as a lump sum or through our cumulative quantity discount orletter of intent programs, a CDSC may apply on any Class A shares you sell within 18 months and any Class C shares yousell within 12 months of purchase. The CDSC is 1% of the value of the shares sold or the net asset value at the time ofpurchase, whichever is less, for Class A shares and Class C shares.CDSC waivers. The CDSC for any share class will be waived for:• Account fees

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• Redemptions by the Fund when an account falls below the minimum required account size• Redemptions following the death of the shareholder or beneficial owner• Redemptions through a systematic withdrawal plan, up to 1% monthly, 3% quarterly, 6% semiannually or 12% annually of

your account's net asset value depending on the frequency of your plan• Redemptions by Employer Sponsored Retirement Plans• Distributions from individual retirement accounts (IRAs) due to death or disability or upon periodic distributions based on

life expectancy or returns of excess contributions and earnings• Any trust or plan established as part of a qualified tuition program under Section 529 of the CodeExchange privilege If you request the exchange of the total value of your account, declared but unpaid income dividendsand capital gain distributions will be reinvested in the Fund and exchanged into the new fund at net asset value when paid.Backup withholding and information reporting may apply.If a substantial number of shareholders should, within a short period, sell their Fund shares under the exchange privilege,the Fund might have to sell portfolio securities it might otherwise hold and incur the additional costs related to suchtransactions. On the other hand, increased use of the exchange privilege may result in periodic large inflows of money. Ifthis occurs, it is the Fund's general policy to initially invest this money in short-term, interest bearing money marketinstruments unless it is believed that attractive investment opportunities consistent with the Fund's investment goals existimmediately. This money will then be withdrawn from the short-term, interest bearing money market instruments andinvested in portfolio securities in as orderly a manner as is possible when attractive investment opportunities arise.The proceeds from the sale of shares of an investment company may not be available until the seventh day following thesale. The funds you are seeking to exchange into may delay issuing shares pursuant to an exchange until that seventh day.The sale of Fund shares to complete an exchange will be effected at net asset value at the close of business on the day therequest for exchange is received in proper form.In certain comprehensive fee or advisory programs that hold Class A shares, at the discretion of the financial intermediary,you may exchange to Advisor Class shares or Class Z shares (if offered by the fund).Class C shares of a Franklin Templeton fund may be exchanged for Advisor Class or Class Z shares of the same fund, ifoffered by the fund, provided you meet the fund’s eligibility requirements for purchasing Advisor Class or Class Z shares.Unless otherwise permitted, the Class C shares that you wish to exchange must not currently be subject to any CDSC.Systematic withdrawal plan Our systematic withdrawal plan allows you to sell your shares and receive regular paymentsfrom your account on a monthly, quarterly, semiannual or annual basis. The value of your account must be at least $5,000and the minimum payment amount for each withdrawal must be at least $50. For retirement plans subject to mandatorydistribution requirements, the $50 minimum will not apply. There are no service charges for establishing or maintaining asystematic withdrawal plan.Each month in which a payment is scheduled, we will redeem an equivalent amount of shares in your account on the day ofthe month you have indicated on your account application or, if no day is indicated, on the 20th day of the month. If that dayfalls on a weekend or holiday, we will process the redemption on the next business day. When you sell your shares under asystematic withdrawal plan, it is a taxable transaction.To avoid paying sales charges on money you plan to withdraw within a short period of time, you may not want to set up asystematic withdrawal plan if you plan to buy shares on a regular basis. Shares sold under the plan also may be subject toa CDSC.For plans set up before June 1, 2000, we will continue to process redemptions on the 25th day of the month (or the nextbusiness day) unless you instruct us to change the processing date. Available processing dates currently are the 1st, 5th,10th, 15th, 20th and 25th days of the month.Redeeming shares through a systematic withdrawal plan may reduce or exhaust the shares in your account if paymentsexceed distributions received from the Fund. This is especially likely to occur if there is a market decline. If a withdrawalamount exceeds the value of your account, your account will be closed and the remaining balance in your account will besent to you. Because the amount withdrawn under the plan may be more than your actual yield or income, part of thepayment may be a return of your investment.To discontinue a systematic withdrawal plan, change the amount and schedule of withdrawal payments, or suspend onepayment, we must receive instructions from you at least three business days before a scheduled payment. The Fund maydiscontinue a systematic withdrawal plan by notifying you in writing and will discontinue a systematic withdrawal planautomatically if all shares in your account are withdrawn, if the Fund receives notification of the shareholder's death orincapacity, or if mail is returned to the Fund marked “unable to forward” by the postal service.

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Redemptions in kind The Fund has committed itself to pay in cash (by check) all requests for redemption by anyshareholder of record, limited in amount, however, during any 90-day period to the lesser of $250,000 or 1% of the value ofthe Fund's net assets at the beginning of the 90-day period. This commitment is irrevocable without the prior approval of theSEC. In the case of redemption requests in excess of these amounts, the Fund reserves the right to make payments inwhole or in part in securities or other assets of the Fund, in case of an emergency, or if the payment of such a redemption incash would be detrimental to the existing shareholders of the Fund. In these circumstances, the securities distributed wouldbe valued at the price used to compute the Fund's net assets and you may incur brokerage fees in converting the securitiesto cash. The Fund does not intend to redeem illiquid securities in kind. If this happens, however, you may not be able torecover your investment in a timely manner. In addition, in certain circumstances, the Fund may not be able to redeemsecurities in-kind or the investment manager may not have the ability to determine whether a particular redemption can bepaid in-kind before the redemption request is paid.Share certificates We will credit your shares to your Fund account, and we do not issue share certificates. This eliminatesthe costly problem of replacing lost, stolen or destroyed certificates.Any outstanding share certificates must be returned to the Fund if you want to sell, exchange or reregister those shares or ifyou would like to start a systematic withdrawal plan. The certificates should be properly endorsed. You can do this either bysigning the back of the certificate or by completing a share assignment form. For your protection, you may prefer tocomplete a share assignment form and to send the certificate and assignment form in separate envelopes. We do not issuenew share certificates if any outstanding share certificates are returned to the Fund. If a certificate is lost, stolen ordestroyed, you may have to pay an insurance premium of up to 2% of the value of the certificate to cancel it.General information If the Fund receives notification of the shareholder’s death or if mail is returned to the Fund by thepostal service, we will consider this a request by you to change your dividend option to reinvest all future distributions untilwe receive new instructions. If the item of mail returned is a check, the proceeds may be reinvested in additional shares atthe current day’s net asset value.Distribution or redemption checks sent to you do not earn interest or any other income during the time the checks remainuncashed. Neither the Fund nor its affiliates will be liable for any loss caused by your failure to cash such checks. The Fundis not responsible for tracking down uncashed checks, unless a check is returned as undeliverable.In most cases, if mail is returned as undeliverable, we are required to take certain steps to try to find you free of charge. Ifthese attempts are unsuccessful, however, we may deduct the costs of any additional efforts to find you from your account.These costs may include a percentage of the account when a search company charges a percentage fee in exchange forits location services.Sending redemption proceeds by wire or electronic funds transfer (ACH) is a special service that we make availablewhenever possible. By offering this service to you, the Fund is not bound to meet any redemption request in less than theseven-day period prescribed by law. Neither the Fund nor its agents shall be liable to you or any other person if, for anyreason, a redemption request by wire or ACH is not processed as described in the prospectus.There are special procedures for banks and other institutions that wish to open multiple accounts. An institution may open asingle master account by filing one application form with the Fund, signed by personnel authorized to act for the institution.Individual sub-accounts may be opened when the master account is opened by listing them on the application, or byproviding instructions to the Fund at a later date. These sub-accounts may be registered either by name or number. TheFund's investment minimums apply to each sub-account. The Fund will send confirmation and account statements for thesub-accounts to the institution.If you buy or sell shares through your securities dealer, we use the net asset value next calculated after your securitiesdealer receives your request, which is promptly transmitted to the Fund. If you sell shares through your securities dealer, itis your dealer's responsibility to transmit the order to the Fund in a timely fashion. Your redemption proceeds will not earninterest between the time we receive the order from your dealer and the time we receive any required documents. Any lossto you resulting from your dealer's failure to transmit your redemption order to the Fund in a timely fashion must be settledbetween you and your securities dealer. Certain shareholder servicing agents may be authorized to accept your transactionrequest. For institutional and bank trust accounts, there may be additional methods of buying or selling Fund shares thanthose described in this SAI or in the prospectus. Institutional and bank trust accounts include accounts opened by or in thename of a person (includes a legal entity or an individual) that has signed an Institutional Account Application or Bank TrustAccount Application accepted by Franklin Templeton Institutional, LLC or entered into a selling agreement and/or servicingagreement with Distributors or Investor Services. For example, the Fund permits the owner of an institutional account tomake a same day wire purchase if a good order purchase request is received (a) before 1 p.m. Pacific time or (b) throughthe National Securities Clearing Corporation’s automated system for processing purchase orders (Fund/SERV), eventhough funds are delivered by wire after 1 p.m. Pacific time. If funds

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to be wired are not received as scheduled, the purchase order may be cancelled or reversed and the institutional accountowner could be liable for any losses or fees the Fund, Distributors and/or Investor Services may incur. “Good order” refersto a transaction request where the investor or financial intermediary (or other person authorized to make such requests) hasprovided complete information (e.g., fund and account information and the dollar amount of the transaction) to enable theprocessing of such request.In the event of disputes involving conflicting claims of ownership or authority to control your shares, the Fund has the right(but has no obligation) to: (i) restrict the shares and require the written agreement of all persons deemed by the Fund tohave a potential interest in the shares before executing instructions regarding the shares; or (ii) interplead disputed sharesor the proceeds from the court-ordered sale thereof with a court of competent jurisdiction.Should the Fund be required to defend against joint or multiple shareholders in any action relating to an ownership dispute,you expressly grant the Fund the right to obtain reimbursement for costs and expenses including, but not limited to,attorneys’ fees and court costs, by unilaterally redeeming shares from your account.The Fund or its transfer agent may be required (i) pursuant to a validly issued levy, garnishment or other form of legalprocess, to sell your shares and remit the proceeds to a levying officer or other recipient; or (ii) pursuant to a final order offorfeiture or other form of legal process, to sell your shares and remit the proceeds to the U.S. or state government asdirected.As long as we follow reasonable security procedures and act on instructions that we reasonably believe are genuine, wewill not be responsible for any losses that may occur from unauthorized requests in any form (written, telephone, or online).We will investigate any unauthorized request that you report to us and we will ask you to cooperate with us in theinvestigation, which may require you to file a police report and complete a notarized affidavit regarding the unauthorizedrequest. We will assist in the claims process, on your behalf, with other financial institutions regarding the unauthorizedrequest.Using good faith efforts, the investment manager attempts to identify class action litigation settlements and regulatory orgovernmental recovery funds involving securities presently or formerly held by the Fund or issuers of such securities orrelated parties (Claims) in which the Fund may be eligible to participate. When such Claims are identified, the investmentmanager will cause the Fund to file proofs of claim. Currently, such Claim opportunities predominate in the U.S. and inCanada; the investment manager’s efforts are therefore focused on Claim opportunities in those jurisdictions. Theinvestment manager may learn of such class action lawsuit or victim fund recovery opportunities in jurisdictions outside ofNorth America (Foreign Actions), in which case the investment manager has complete discretion to determine, on a case-by-case basis, whether to cause the Fund to file proofs of claim in such Foreign Actions. In addition, the investmentmanager may participate in bankruptcy proceedings relating to securities held by the Fund and join creditors’ committeeson behalf of the Fund.Further, the investment manager may on occasion initiate and/or recommend, and the board of directors of the Fund mayapprove, pursuit of separate litigation against an issuer or related parties in connection with securities presently or formerlyheld by the Fund (whether by opting out of an existing class action lawsuit or otherwise).The Underwriter

Franklin Distributors, LLC (Distributors) acts as the principal underwriter in the continuous public offering of the Fund'sshares. Distributors is located at One Franklin Parkway, San Mateo, CA 94403-1906.Distributors does not receive compensation from the Fund for acting as underwriter of the Fund's Class R6 and AdvisorClass shares.The table below shows the aggregate underwriting commissions Distributors received in connection with the offering of theFund's Class A, C and R shares, the net underwriting discounts and commissions Distributors retained after allowances todealers, and the amounts Distributors received in connection with redemptions or repurchases of shares for the last threefiscal years ended August 31:

Total Commissions Received ($)

Amount Retainedby

Distributors ($)

Amount Receivedin Connection with Redemptions

and Repurchases ($)2021 1,883,835 225,833 5,4882020 2,018,725 237,107 6,4152019 2,442,786 285,914 12,213Distributors may be entitled to payments from the Fund under the Rule 12b-1 plans, as discussed below. Except as noted,Distributors received no other compensation from the Fund for acting as underwriter.Distribution and service (12b-1) fees Class A, C and R The board has adopted a separate plan pursuant to Rule 12b-1for each class. Although the plans differ in some ways for each class, each plan is designed to benefit the Fund and itsshareholders. The plans are expected to, among other things, increase advertising of the Fund, encourage purchases of

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Fund shares and service to its shareholders, and increase or maintain assets of the Fund so that certain fixed expensesmay be spread over a broader asset base, with a positive impact on per share expense ratios. In addition, a positive cashflow into the Fund is useful in managing the Fund because the investment manager has more flexibility in taking advantageof new investment opportunities and handling shareholder redemptions.Under each plan, the Fund pays Distributors or others for the expenses of activities that are primarily intended to sell sharesof the class. These expenses also may include service fees paid to securities dealers or others who have executed aservicing agreement with the Fund, Distributors or its affiliates and who provide service or account maintenance toshareholders (service fees); and the expenses of printing prospectuses and reports used for sales purposes, of marketingsupport and of preparing and distributing sales literature and advertisements. Together, these expenses, including theservice fees, are "eligible expenses." The 12b-1 fees charged to each class are based only on the fees attributable to thatparticular class and are calculated, as a percentage of such class’ net assets, over the 12-month period of February 1through January 31. Because this 12-month period may not match the Fund’s fiscal year, the amount, as a percentage of aclass’ net assets, for the Fund’s fiscal year may vary from the amount stated under the applicable plan, but will neverexceed that amount during the 12-month period of February 1 through January 31.Beginning at the time of purchase, Distributors may pay the full 12b-1 fee to qualified financial advisor firms for sharespurchased by the Franklin Charitable Giving Program.The Class A, C and R plans. The Fund may pay up to 0.25% per year of Class A's average daily net assets. The Fundpays Distributors up to 1% per year of Class C's average daily net assets, out of which 0.25% may be paid for services tothe shareholders (service fees). For Class R shares, the Fund pays Distributors up to 0.50% per year of the class's averagedaily net assets. The Class C and R plans also may be used to pay Distributors for advancing commissions to securitiesdealers with respect to the initial sale of Class C and R shares.The Class A plan is a reimbursement plan. It allows the Fund to reimburse Distributors for eligible expenses thatDistributors has shown it has incurred. The Fund will not reimburse more than the maximum amount allowed under theplan. Any unreimbursed expenses from one year may not be carried over to or reimbursed in later years.The Class C and R plans are compensation plans. They allow the Fund to pay a fee to Distributors that may be more thanthe eligible expenses Distributors has incurred at the time of the payment. Distributors must, however, demonstrate to theboard that it has spent or has near-term plans to spend the amount received on eligible expenses. The Fund will not paymore than the maximum amount allowed under the plans.Under the Class A plan, the amounts paid or accrued to be paid by the Fund pursuant to the plan for the fiscal year endedAugust 31, 2021, were:

($)Advertising 1,952,641Printing and mailing 8,077prospectuses otherthan to currentshareholdersPayments to 106,528underwritersPayments to broker- 19,838,794dealersOther –Total 21,906,040Under the Class C plan, the amounts paid or accrued to be paid by the Fund pursuant to the plan for the fiscal year endedAugust 31, 2021, were:

($)Advertising 42,212Printing and mailing 101prospectuses otherthan to currentshareholdersPayments to 9,871underwritersPayments to broker- 1,219,213dealersOther –Total 1,271,397Under the Class R plan, the amounts paid or accrued to be paid by the Fund pursuant to the plan for the fiscal year endedAugust 31, 2021, were:

($)Advertising –Printing and mailing –prospectuses otherthan to currentshareholders



Payments to –underwritersPayments to broker- 302,577dealersOther –Total 302,577In addition to the payments that Distributors or others are entitled to under each plan, each plan also provides that to theextent the Fund, the investment manager or Distributors or other parties on behalf of the Fund, the investment manager orDistributors make payments that are deemed to be for the financing of any activity primarily intended to result in the sale ofFund shares within the context of Rule 12b-1 under the 1940 Act, then such payments shall be deemed to have been madepursuant to the plan.To the extent fees are for distribution or marketing functions, as distinguished from administrative servicing or agency

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transactions, certain banks may not participate in the plans because of applicable federal law prohibiting certain banks fromengaging in the distribution of mutual fund shares. These banks, however, are allowed to receive fees under the plans foradministrative servicing or for agency transactions.Distributors must provide written reports to the board at least quarterly on the amounts and purpose of any payment madeunder the plans and any related agreements, and furnish the board with such other information as the board mayreasonably request to enable it to make an informed determination of whether the plans should be continued.Each plan has been approved according to the provisions of Rule 12b-1. The terms and provisions of each plan also areconsistent with Rule 12b-1.Performance

Performance quotations are subject to SEC rules. These rules require the use of standardized performance quotations or,alternatively, that every non-standardized performance quotation furnished by the Fund be accompanied by certainstandardized performance information computed as required by the SEC. Average annual total return before taxes, averageannual total return after taxes on distributions and average annual total return after taxes on distributions and sale of sharesquotations used by the Fund are based on the standardized methods of computing performance mandated by the SEC. Anexplanation of these and other methods used by the Fund to compute or express performance follows. Regardless of themethod used, past performance does not guarantee future results, and is an indication of the return to shareholders only forthe limited historical period used.Average annual total return before taxes Average annual total return before taxes is determined by finding the averageannual rates of return over certain periods that would equate an initial hypothetical $1,000 investment to its endingredeemable value. The calculation assumes that the maximum initial sales charge, if applicable, is deducted from the initial$1,000 purchase, and income dividends and capital gain distributions are reinvested at net asset value. The quotationassumes the account was completely redeemed at the end of each period and the deduction of all applicable charges andfees. If a change is made to the sales charge structure, historical performance information will be restated to reflect themaximum initial sales charge currently in effect.When considering the average annual total return before taxes quotations for Class A shares, you should keep in mind thatthe maximum initial sales charge reflected in each quotation is a one-time fee charged on all direct purchases, which willhave its greatest impact during the early stages of your investment. This charge will affect actual performance less thelonger you retain your investment in the Fund.The following SEC formula is used to calculate these figures:

P(1+T)n = ERVwhere:P = a hypothetical initial payment of $1,000T = average annual total returnn = number of yearsERV = ending redeemable value of a hypothetical $1,000 payment made at the beginning of each period at the end of eachperiodAverage annual total return after taxes on distributions Average annual total return after taxes on distributions isdetermined by finding the average annual rates of return over certain periods that would equate an initial hypothetical$1,000 investment to its ending redeemable value, after taxes on distributions. The calculation assumes that the maximuminitial sales charge, if applicable, is deducted from the initial $1,000 purchase, and income dividends and capital gaindistributions, less the taxes due on such distributions, are reinvested at net asset value. The quotation assumes theaccount was completely redeemed at the end of each period and the deduction of all applicable charges and fees, butassumes that the redemption itself had no tax consequences. If a change is made to the sales charge structure, historicalperformance information will be restated to reflect the maximum initial sales charge currently in effect.Taxes due on distributions are calculated by applying the highest individual marginal federal income tax rates in effect onthe reinvestment date, using the rates that correspond to the tax character of each component of the distributions (e.g., theordinary income rate for distributions of ordinary income and net short-term capital gains, and the long-term capital gain ratefor distributions of net long-term capital gains). The taxable amount and tax character of a distribution may be adjusted toreflect any recharacterization of the distribution since its original date. Distributions are adjusted to reflect the federal taximpact the distribution would have on an individual taxpayer on the reinvestment date; for example, no taxes are assumedto be due on the portion of any distribution that would not result in federal income tax on an individual (e.g., tax-exemptinterest or non-taxable returns of capital). The effect of applicable tax credits, such as the foreign tax credit, is taken intoaccount in accordance with federal tax law. Any potential tax liabilities other than federal tax liabilities (e.g., state and localtaxes) are disregarded, as are the effects of phaseouts of certain exemptions, deductions, and credits at various incomelevels, and the impact of the federal alternative minimum tax. Any redemptions of shares required to pay recurring feescharged to shareholder accounts are assumed to result in no additional taxes or tax credits.

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The Fund’s sales literature and advertising commonly refer to this calculation as the Fund’s after-tax average annual totalreturn (pre-liquidation). When considering the average annual total return after taxes on distributions quotations for Class Ashares, you should keep in mind that the maximum initial sales charge reflected in each quotation is a one-time fee chargedon all direct purchases, which will have its greatest impact during the early stages of your investment. This charge will affectactual performance less the longer you retain your investment in the Fund.The following SEC formula is used to calculate these figures:

P(1+T)n = ATVDwhere:P = a hypothetical initial payment of $1,000T = average annual total return (after taxes on distributions)n = number of yearsATVD = ending value of a hypothetical $1,000 payment made at the beginning of each period at the end of each period,after taxes on fund distributions but not after taxes on redemptionAverage annual total return after taxes on distributions and sale of fund shares Average annual total return aftertaxes on distributions and sale of fund shares is determined by finding the average annual rates of return over certainperiods that would equate an initial hypothetical $1,000 investment to its ending redeemable value, after taxes ondistributions and sale of fund shares. The calculation assumes that the maximum initial sales charge, if applicable, isdeducted from the initial $1,000 purchase, and income dividends and capital gain distributions are reinvested at net assetvalue. The quotation assumes the account was completely redeemed at the end of each period and the deduction of allapplicable charges and fees, including taxes upon sale of fund shares. If a change is made to the sales charge structure,historical performance information will be restated to reflect the maximum initial sales charge currently in effect.Taxes due on distributions are calculated by applying the highest individual marginal federal income tax rates in effect onthe reinvestment date, using the rates that correspond to the tax character of each component of the distributions (e.g., theordinary income rate for distributions of ordinary income and net short-term capital gains, and the long-term capital gain ratefor distributions of net long-term capital gains). The taxable amount and tax character of a distribution may be adjusted toreflect any recharacterization of the distribution since its original date. Distributions are adjusted to reflect the federal taximpact the distribution would have on an individual taxpayer on the reinvestment date; for example, no taxes are assumedto be due on the portion of any distribution that would not result in federal income tax on an individual (e.g., tax-exemptinterest or non-taxable returns of capital). The effect of applicable tax credits, such as the foreign tax credit, is taken intoaccount in accordance with federal tax law. Any potential tax liabilities other than federal tax liabilities (e.g., state and localtaxes) are disregarded, as are the effects of phaseouts of certain exemptions, deductions, and credits at various incomelevels, and the impact of the federal alternative minimum tax. Any redemptions of shares required to pay recurring feescharged to shareholder accounts are assumed to result in no additional taxes or tax credits.The capital gain or loss upon redemption is calculated by subtracting the tax basis from the redemption proceeds, afterdeducting any nonrecurring charges assessed at the end of the period, subtracting capital gains taxes resulting from theredemption, or adding the tax benefit from capital losses resulting from the redemption. In determining the basis for areinvested distribution, the distribution is included net of taxes assumed paid from the distribution, but not net of any salesloads imposed upon reinvestment. Tax basis is adjusted for any distributions representing returns of capital and any othertax basis adjustments that would apply to an individual taxpayer, as permitted by applicable federal law. The amount andcharacter (e.g., short-term or long-term) of capital gain or loss upon redemption are separately determined for sharesacquired through the initial investment and each subsequent purchase through reinvested distributions. Shares acquiredthrough reinvestment of distributions are not assumed to have the same holding period as the initial investment. The taxcharacter of such reinvestments is determined by the length of the period between reinvestment and the end of themeasurement period in the case of reinvested distributions. Capital gains taxes (or the benefit resulting from tax losses) arecalculated using the highest federal individual capital gains tax rate for gains of the appropriate character in effect on theredemption date and in accordance with federal law applicable on the redemption date. Shareholders are assumed to havesufficient capital gains of the same character from other investments to offset any capital losses from the redemption, sothat the taxpayer may deduct the capital losses in full.The Fund’s sales literature and advertising commonly refer to this calculation as the Fund’s after-tax average annual totalreturn (post-liquidation). When considering the average annual total return after taxes on distributions quotations for ClassA shares, you should keep in mind that the maximum initial sales charge reflected in each quotation is a one-time feecharged on all direct purchases, which will have its greatest impact during the early stages of your investment. This chargewill affect actual performance less the longer you retain your investment in the Fund.The following SEC formula is used to calculate these figures:

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P(1+T)n = ATVDRwhere:P = a hypothetical initial payment of $1,000T = average annual total return (after taxes on distributions and redemptions)n = number of yearsATVDR = ending value of a hypothetical $1,000 payment made at the beginning of each period at the end of each period,after taxes on fund distributions and redemptionCumulative total return Like average annual total return, cumulative total return assumes that the maximum initial salescharge, if applicable, is deducted from the initial $1,000 purchase, income dividends and capital gain distributions arereinvested at net asset value, the account was completely redeemed at the end of each period and the deduction of allapplicable charges and fees. Cumulative total return, however, is based on the actual return for a specified period ratherthan on the average return.Volatility Occasionally statistics may be used to show the Fund's volatility or risk. Measures of volatility or risk are generallyused to compare the Fund's net asset value or performance to a market index. One measure of volatility is beta. Beta is thevolatility of a fund relative to the total market, as represented by an index considered representative of the types ofsecurities in which the fund invests. A beta of more than 1.00 indicates volatility greater than the market and a beta of lessthan 1.00 indicates volatility less than the market. Another measure of volatility or risk is standard deviation. Standarddeviation is used to measure variability of net asset value or total return around an average over a specified period of time.The idea is that greater volatility means greater risk undertaken in achieving performance.Other performance quotations The Fund also may quote the performance of Class A shares without a sales charge.Sales literature and advertising may quote a cumulative total return, average annual total return and other measures ofperformance with the substitution of net asset value for the public offering price.Sales literature referring to the use of the Fund as a potential investment for IRAs, business retirement plans, and other tax-advantaged retirement plans may quote a total return based upon compounding of dividends on which it is presumed nofederal income tax applies.The Fund may include in its advertising or sales material information relating to investment goals and performance resultsof funds belonging to Franklin Templeton. Resources is the parent company of the advisors and underwriter of FranklinTempleton funds.Miscellaneous Information

The Fund may help you achieve various investment goals such as accumulating money for retirement, saving for a downpayment on a home, college costs and other long-term goals. The Franklin College Savings Planner may help you indetermining how much money must be invested on a monthly basis to have a projected amount available in the future tofund a child's college education. (Projected college cost estimates are based upon current costs published by the CollegeBoard.) The Franklin Retirement Savings Planner leads you through the steps to start a retirement savings program. Ofcourse, an investment in the Fund cannot guarantee that these goals will be met.The Fund is a member of the Franklin Templeton/Legg Mason fund complex, one of the largest mutual fund organizations inthe U.S., and may be considered in a program for diversification of assets. Founded in 1947, Franklin is one of the oldestmutual fund organizations and now services more than 2 million shareholder accounts. In 1992, Franklin, a leader inmanaging fixed-income mutual funds and an innovator in creating domestic equity funds, joined forces with Templeton, apioneer in international investing. The Mutual Series team, known for its value-driven approach to domestic equity investing,became part of the organization four years later. In 2001, the Fiduciary Trust team, known for providing global investmentmanagement to institutions and high net worth clients worldwide, joined the organization. On July 31, 2020, FranklinTempleton acquired Legg Mason, a global investment management firm with specialized expertise across asset classesand markets around the globe. Legg Mason’s affiliates include: BrandywineGLOBAL, Clarion Partners, ClearBridgeInvestments, Martin Currie, Royce Investment Partners and Western Asset. Together, Franklin Templeton has, as ofNovember 30, 2021, over $1.54 trillion in assets under management for more than 3 million U.S. based mutual fundshareholder and other accounts. Franklin Templeton and Legg Mason together offer over 300 U.S. based open-endinvestment companies to the public. The Fund may identify itself by its NASDAQ symbol or CUSIP number.Currently, there are more mutual funds than there are stocks listed on the NYSE. While many of them have similarinvestment goals, no two are exactly alike. Shares of the Fund are generally sold through securities dealers, whoseinvestment representatives are experienced professionals who can offer advice on the type of investments suitable to yourunique goals and needs, as well as the risks associated with such investments.

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Description of Ratings

Corporate Obligation RatingsMoody'sINVESTMENT GRADEAaa: Bonds rated Aaa are judged to be of the highest quality, with minimal credit risk.Aa: Bonds rated Aa are judged to be high quality and are subject to very low credit risk.A: Bonds rated A are considered upper medium-grade obligations and are subject to low credit risk.Baa: Bonds rated Baa are subject to moderate credit risk and are considered medium-grade obligations. As such they mayhave certain speculative characteristics.BELOW INVESTMENT GRADEBa: Bonds rated Ba are judged to have speculative elements and are subject to substantial credit risk.B: Bonds rated B are considered speculative and are subject to high credit risk.Caa: Bonds rated Caa are judged to be of poor standing and are subject to very high credit risk.Ca: Bonds rated Ca are considered highly speculative and are likely in, or very near, default, with some prospect ofrecovery of principal and interest.C: Bonds rated C are the lowest rated class of bonds and are typically in default. They have little prospects for recovery ofprincipal or interest.Note: Moody's appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aa through Caa. Themodifier 1 indicates that the obligation ranks in the higher end of its generic rating category; modifier 2 indicates a mid-range ranking; and modifier 3 indicates a ranking in the lower end of that generic rating category.

S&P®

The issue rating definitions are expressions in terms of default risk. As such, they pertain to senior obligations of an entity.Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy. (Suchdifferentiation applies when an entity has both senior and subordinated obligations, secured and unsecured obligations, oroperating company and holding company obligations.) Accordingly, in the case of junior debt, the rating may not conformexactly with the category definition.INVESTMENT GRADEAAA: This is the highest rating assigned by S&P to a debt obligation. The obligor's capacity to meet its financialcommitment on the obligation is extremely strong.AA: Obligations rated AA differ from AAA issues only in a small degree. The obligor's capacity to meet its financialcommitment on the obligation is very strong.A: Obligations rated A are somewhat more susceptible to the adverse effects of changes in circumstances and economicconditions than obligations in the higher ratings categories. However, the obligor's capacity to meet its financial commitmenton the obligation is still strong.BBB: Obligations rated BBB exhibit adequate protection parameters. However, adverse economic conditions or changingcircumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on theobligation.BELOW INVESTMENT GRADEBB, B, CCC, CC, C: Obligations rated BB, B, CCC, CC and C are regarded as having significant speculative characteristics.BB indicates the least degree of speculation and C the highest degree of speculation. While these obligations will likelyhave some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures toadverse conditions.BB: An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoinguncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor'sinadequate capacity to meet its financial commitment on the obligation.B: An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has thecapacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likelyimpair the obligor's capacity or willingness to meet its financial commitment on the obligation.CCC: An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial,and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adversebusiness, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment onthe obligation.CC: An obligation rated CC is currently highly vulnerable to nonpayment.C: A subordinated debt or preferred stock obligation rated C is currently highly vulnerable to nonpayment. The C rating maybe used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this

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obligation are being continued. The C rating is also assigned to a preferred stock issue in arrears on dividends or sinkingfund payments, but that is still making payments.D: An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not madeon the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be madeduring such grace period. The D rating is also used upon the filing of a bankruptcy petition or the taking of a similar action ifpayments on the obligation are jeopardized.Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by the addition of a plus or minus sign to showrelative standing within the major rating categories.r: This symbol is attached to the ratings of instruments with significant noncredit risks and highlights risks to principal orvolatility of expected returns that are not addressed in the credit rating.Short-Term Debt RatingsMoody'sMoody's short-term debt ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings maybe assigned to issuers, short-term programs and to individual short-term debt instruments. These obligations generallyhave an original maturity not exceeding 13 months, unless explicitly noted. Moody's employs the following designations toindicate the relative repayment capacity of rated issuers:P-1 (Prime-1): Issuers (or supporting institutions) so rated have a superior ability to repay short-term debt obligations.P-2 (Prime-2): Issuers (or supporting institutions) so rated have a strong ability to repay short-term debt obligations.P-3 (Prime-3): Issuers (or supporting institutions) so rated have an acceptable ability to repay short-term debt obligations.NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

S&P®

S&P's ratings are a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, aspecific class of financial obligations, or a specific financial program. Short-term ratings are generally assigned to thoseobligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an originalmaturity of no more than 365 days -- including commercial paper. Short-term ratings are also used to indicate thecreditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which theshort-term rating addresses the put feature, in addition to the usual long-term rating.A-1: This designation indicates that the obligor's capacity to meet its financial commitment on the obligation is strong.Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meetits financial commitment on these obligations is extremely strong.A-2: Issues carrying this designation are somewhat more susceptible to the adverse effects of changes in circumstancesand economic conditions than obligations carrying the higher designations. However, the obligor's capacity to meet itsfinancial commitments on the obligation is satisfactory.A-3: Issues carrying this designation exhibit adequate protection parameters. However, adverse economic conditions orchanging circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment onthe obligation.B: Issues carrying this designation are regarded as having significant speculative characteristics. The obligor currently hasthe capacity to meet its financial commitment on the obligation. However, it faces major ongoing uncertainties which couldlead to the obligor's inadequate capacity to meet its financial commitment on the obligation.C: Issues carrying this designation are currently vulnerable to nonpayment and are dependent upon favorable business,financial, and economic conditions for the obligor to meet its financial commitment on the obligation.D: Issues carrying this designation are in payment default. The D rating category is used when payments on an obligationare not made on the due date even if the applicable grace period has not expired, unless S&P believes that such paymentswill be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking ofa similar action if payments on an obligation are jeopardized.

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TEMPLETON GROWTH FUND, INC.File Nos. 033-09981 and 811-04892

PART COther Information

Item 28. ExhibitsThe following exhibits are incorporated by reference to the previously filed documentsindicated below, except as noted:(a) Articles of Incorporation

(i) Amended and Restated Articles of Incorporation dated January 26, 1989Filing: Post-Effective Amendment No. 12 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 29, 1995

(ii) Articles of Amendment dated December 14, 1992Filing: Post-Effective Amendment No. 33 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 27, 2012

(iii) Articles of Amendment dated April 17, 1995Filing: Post-Effective Amendment No. 11 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: April 28, 1995

(iv) Articles Supplementary dated April 13, 1995Filing: Post-Effective Amendment No. 11 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: April 28, 1995

(v) Articles Supplementary dated December 6, 1995Filing: Post-Effective Amendment No. 33 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 27, 2012

(vi) Articles Supplementary dated December 27, 1996Filing: Post-Effective Amendment No. 14 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 31, 1996

(vii) Articles Supplementary dated April 10, 1997Filing: Post-Effective Amendment No. 17 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: October 30, 1998

(viii) Articles of Amendment dated December 23, 1998Filing: Post-Effective Amendment No. 18 to Registration Statement onForm N-1A


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File No. 811-04892Filing Date: December 30, 1998

(ix) Articles Supplementary dated December 23, 1998Filing: Post-Effective Amendment No. 18 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 30, 1998

(x) Certificate of Correction to Articles of Amendment and Restatement datedSeptember 28, 1999Filing: Post-Effective Amendment No. 33 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 27, 2012

(xi) Articles of Amendment dated September 15, 2000Filing: Post-Effective Amendment No. 25 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 30, 2005

(xii) Articles Supplementary dated December 27, 2001Filing: Post-Effective Amendment No. 22 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 27, 2002

(xiii) Articles Supplementary dated October 20, 2005Filing: Post-Effective Amendment No. 25 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 30, 2005

(xiv) Articles Supplementary dated February 28, 2006Filing: Post-Effective Amendment No. 27 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 28, 2007

(xv) Certificate of Correction to Articles of Amendment and Restatement datedMarch 20, 2007Filing: Post-Effective Amendment No. 33 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 27, 2012

(xvi) Certificate of Correction to Articles of Amendment and Restatement datedJuly 18, 2007Filing: Post-Effective Amendment No. 27 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 28, 2007

(xvii) Articles of Amendment dated February 27, 2009Filing: Post-Effective Amendment No. 33 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 27, 2012



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(xviii) Articles Supplementary to Articles of Incorporation dated February 28,2013Filing: Post-Effective Amendment No. 35 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: April 29, 2013

(xix) Articles Supplementary to Articles of Incorporation dated July 2, 2018Filing: Post-Effective Amendment No. 55 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: October 5, 2018

(xx) Articles of Amendment dated July 6, 2018Filing: Post-Effective Amendment No. 55 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: October 5, 2018

(xxi) Articles Supplementary to Articles of Incorporation dated November 14,2018Filing: Post-Effective Amendment No. 59 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 27, 2019

(b) By-laws

(i) Amended and Restated By-Laws of Templeton Growth Fund, Inc. dated March1, 2005, as amended July 12, 2017 and October 24, 2017 and February 1,2018Filing: Post-Effective Amendment No. 55 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: October 5, 2018

(c) Instruments Defining Rights of Security Holders

Not Applicable(d) Investment Advisory Contracts

(i) Amended and Restated Investment Management Agreement between theRegistrant and Templeton Global Advisors Limited dated December 29, 2017Filing: Post-Effective Amendment No. 59 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 27, 2019

(ii) Amendment to Investment Management Agreement dated May 13, 2020Filing: Post-Effective Amendment No. 61 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 28, 2020


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(e) Underwriting Contracts

(i) Distribution Agreement between the Registrant and Franklin/TempletonDistributors, Inc. dated January 1, 2011Filing: Post-Effective Amendment No. 31 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 28, 2011

(ii) Non-Exclusive Underwriting Agreement between the Registrant andTempleton Global Strategic Services (Deutschland) GmbH dated October 31,19952Filing: Post-Effective Amendment No. 12 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 29, 1995

(iii) Forms of Selling Agreements between Registrant, Franklin/TempletonDistributors, Inc. and Securities Dealers dated May 1, 2010Filing: Post-Effective Amendment No. 30 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: October 28, 2010

(iv) Form of Non-Exclusive UnderwritingFiling: Post-Effective Amendment No. 18 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 30, 1998

(v) Amendment dated October 18, 1997 to the Non-Exclusive UnderwritingAgreement between the Registrant and Templeton Global Strategic Services(Deutschland) GmbH dated October 31, 1995Filing: Post-Effective Amendment No. 18 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 30, 1998

(vi) Amendment to Distribution Agreement dated May 13, 2020Filing: Post-Effective Amendment No. 61 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 28, 2020

(f) Bonus or Profit Sharing Contracts

Not applicable(g) Custodian Agreements

(i) Global Custody Agreement between Registrant and JP Morgan Chase Bankdated March 1, 2020Filing: Post-Effective Amendment No. 61 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 28, 2020


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(ii) Joinder dated June 23, 2020, effective July 15, 2020 to Global CustodyAgreement between Registrant and JP Morgan Chase Bank dated March 1,2020Filing: Post-Effective Amendment No. 61 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 28, 2020

(iii) Second Joinder to Global Custody Agreement between Registrant and JPMorgan Chase Bank dated March 12, 2021

(iv) Third Joinder to Global Custody Agreement between Registrant and JPMorgan Chase Bank dated September 1, 2021

(h) Other Material Contracts

(i) Subcontract for Fund Administrative Services between Templeton GlobalAdvisors Limited and Franklin Templeton Services, LLC dated July 1, 2014Filing: Post-Effective Amendment No. 39 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 24, 2014

(ii) Sub Transfer Agent Agreement dated June 22, 1994 between the Registrant,Franklin Templeton Investor Services, LLC and The Shareholder ServicesGroup, Inc.Filing: Post-Effective Amendment No. 23 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 30, 2003

(iii) Amendment to Sub Transfer Agent Agreement dated January 1, 1999Filing: Post-Effective Amendment No. 23 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 30, 2003

(iv))(iv) Assignment of Sub Transfer Agent Agreement dated June 13, 2003Filing: Post-Effective Amendment No. 23 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 30, 2003

(v) Sub Accounting Services Agreement dated May 1, 1991 between theRegistrant, Franklin Templeton Investor Services, LLC, Financial DataServices, Inc., and Merrill Lynch, Pierce, Fenner & Smith, Inc.Filing: Post-Effective Amendment No. 12 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 29, 1995

(vi) Amended and Restated Transfer Agent and Shareholder Services Agreementbetween the Registrant and Franklin Templeton Investor Services, LLCdated November 1, 2017Filing: Post-Effective Amendment No. 46 to Registration


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Statement on Form N-1AFile No. 811-04892Filing Date: December 27, 2017

(vii) Amendment to Fund Services Agreement dated January 22, 2020, as amendedJuly 15, 2020 between Franklin Templeton Services, LLC and JPMorganChase Bank, N.A. on behalf of the RegistrantFiling: Post-Effective Amendment No. 61 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 28, 2020

(viii) Fund Services Agreement between Franklin Templeton Services, LLC andJPMorgan dated January 22, 2020

(i) Legal Opinion

(i) Opinion and consent of counsel dated December 20, 2002Filing: Post-Effective Amendment No. 22 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 27, 2002

(j) Other Opinions

(i) Consent of Independent Registered Public Accounting Firm(k) Omitted Financial Statements

Not applicable(l) Initial Capital Agreements

(i) Letter of Understanding dated April 28, 1995Filing: Post-Effective Amendment No. 11 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: April 28, 1995

(m) Rule 12b-1 Plan

(i) Amended and Restated Distribution Plan Class A dated February 24, 2009,revised January 1, 2020Filing: Post-Effective Amendment No. 61 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 28, 2020

(ii) Distribution Plan – Class C dated October 1, 2018, revised January 1,2020Filing: Post-Effective Amendment No. 61 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 28, 2020

(iii) Amended and Restated Distribution Plan - Class R dated July 15, 2009,January 1, 2020Filing: Post-Effective Amendment No. 61 to Registration Statement onForm N-1A


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File No. 811-04892Filing Date: December 28, 2020

(iv) Amendment to Distribution Plans dated May 13, 2020Filing: Post-Effective Amendment No. 61 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 28, 2020

(n) Rule 18f-3 Plan

(i) Amended and Restated Multi-Class Plan dated July 6, 2018Filing: Post-Effective Amendment No. 55 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: October 5, 2018

(p) Code of Ethics

(i) Code of Ethics dated August 16, 2021(q) Power of Attorney

(i) Power of Attorney dated December 5, 2019Filing: Post-Effective Amendment No. 59 to Registration Statement onForm N-1AFile No. 811-04892Filing Date: December 27, 2019

(ii) Power of Attorney dated October 6, 2021 for Ryan WheelerItem 29. Persons Controlled by or Under Common Control with the Fund

NoneItem 30. IndemnificationInsofar as indemnification for liabilities arising under the Securities Act of 1933, asamended, may be permitted to Directors, officers and controlling persons of the Registrantpursuant to the By-Laws or otherwise, the Registrant has been advised that in the opinionof the Securities and Exchange Commission such indemnification is against public policy asexpressed in the Act and is, therefore, unenforceable. In the event that a claim forindemnification against such liabilities (other than the payment by the Registrant ofexpenses incurred or paid by a director, officer or controlling person of the Registrant inthe successful defense of any action, suit or proceeding) is asserted by such directors,officers or controlling persons in connection with securities being registered, theRegistrant may be required, unless in the opinion of its counsel the matter has beensettled by controlling precedent, to submit to a court or appropriate jurisdiction thequestion whether such indemnification is against public policy as expressed in the Act andwill be governed by the final adjudication of such issue.Item 31. Business and Other Connections of the Investment AdviserThe officers and directors of Templeton Global Advisors Limited (TGAL), the Registrant'sinvestment manager also serve as officers and/or


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directors/trustees for (1) TGAL's corporate parent, Franklin Resources, Inc., 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 TGAL (SECFile 801-42343), incorporated herein by reference, which sets forth the officers anddirectors of TGAL and information as to any business, profession, vocation or employment ofa substantial nature engaged in by those officers and directors during the past two years.Item 32. Principal Underwriters(a)(1) Franklin Distributors, LLC, (Distributors), also acts as principal underwriter of

shares of:Franklin Alternative Strategies FundsFranklin California Tax-Free Income FundFranklin California Tax-Free TrustFranklin Custodian FundsFranklin ETF TrustFranklin Federal Tax-Free Income FundFranklin Fund Allocator SeriesFranklin Gold and Precious Metals FundFranklin High Income TrustFranklin Investors Securities TrustFranklin Managed TrustFranklin Municipal Securities TrustFranklin Mutual Series FundsFranklin New York Tax-Free Income FundFranklin New York Tax-Free TrustFranklin Real Estate Securities TrustFranklin Strategic Mortgage PortfolioFranklin Strategic SeriesFranklin Tax-Free TrustFranklin Templeton ETF TrustFranklin Templeton Variable Insurance Products TrustFranklin U.S. Government Money FundFranklin Value Investors TrustInstitutional Fiduciary TrustTempleton China World FundTempleton Developing Markets TrustTempleton FundsTempleton Global Investment TrustTempleton Global Smaller Companies FundTempleton Income TrustTempleton Institutional FundsActiveShares ETF TrustLegg Mason ETF Investment TrustLegg Mason Global Asset Management TrustLegg Mason Partners Income TrustLegg Mason Partners Institutional TrustLegg Mason Partners Investment TrustLegg Mason Partners Variable Equity TrustLegg Mason Partners Variable Income Trust



Legg Mason Partners Institutional TrustLegg Mason Partners Money Market TrustWestern Asset Funds, Inc.(i) (b) (1) 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 andExchange Commission pursuant to the Securities Act of 1934 (SEC File No.008-05889).

(ii) (c) (1) The directors and officers of Franklin Templeton Franklin TempletonInternational S.à r.l. are as follows:

Name Positions and Officeswith Underwriter

Positions and Officeswith Registrant

Gwen L. Shaneyfelt Manager NoneCraig A. Blair Manager NoneBerengere Blaszczyk Manager

Netherlands Branch Office ManagerBelgium Branch ManagerFrance Branch Manager

None

William Jackson Manager NoneJane Trust Manager NoneEdward Venner Manager NoneEric Bedell Conducting Officer NoneCraig A. Blair Conducting Officer NoneJohn Hosie Conducting Officer NoneDaniel Klingelmeier Conducting Officer NoneRafal Kwasny Conducting Officer NoneJose Luis Perez Conducting Officer NoneBoris Petrovic Conducting Officer NoneMarc Stoffels Conducting Officer NoneGregory Surply Conducting Officer NoneStefan Bauer Germany Branch Manager NoneMats Ake Eltoft Sweden Branch Manager NoneJohan Meyer Romania Branch Manager NoneKrzysztof Jacek Musialik Poland Branch Manager NoneMichele Quinto Italy Branch Manager NoneJavier Villegas Spain Branch General Manager None(iii) (c) (2) Not Applicable. Registrant’s principal underwriter is an affiliated person of

an affiliated person of the Registrants.(iv) (c) (3) Not Applicable. Registrant’s principal underwriter is an affiliated person of

an affiliated person of the Registrants.Item 33. Location of Accounts and RecordsCertain accounts, books and other documents required to be maintained by the Registrantpursuant to Section 31 (a) of the Investment Company Act and the rules thereunder arelocated at 300 S.E. 2nd Street, Fort Lauderdale, Florida 33301-1923. Other records aremaintained at the offices of Franklin Templeton Investor Services, LLC, 100 FountainParkway, St. Petersburg, Florida 33716-1205 and 3344 Quality Drive, Rancho Cordova, CA95670-7313.Item 34. Management ServicesThere is no management-related service contracts not discussed in Part A or Part B.Item 35. Undertakings

Not applicable



SIGNATURESPursuant to the requirements of the Securities Act of 1933, and the Investment Company Actof 1940, the Registrant certifies that it meets all the requirements for effectiveness ofthe Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and hasduly caused this Amendment to the Registration Statement to be signed on its behalf by theundersigned, thereunto duly authorized in the City of Fort Lauderdale and the State ofFlorida, on the 23rd day of December, 2021.

TEMPLETON GROWTH FUND, INC.(Registrant)

By: /s/LORI A. WEBER_____________Lori A. WeberVice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this RegistrationStatement has been signed below by the following persons in the capacities and on the datesindicated:

Signature Title DateALAN BARTLETT*Alan Bartlett President and

Chief Executive Officer– Investment Management

December 23, 2021

MATTHEW T. HINKLE*Matthew T. Hinkle Chief Executive Officer

– Finance andAdministration

December 23, 2021

RYAN WHEELER*Ryan Wheeler Chief Financial Officer

and Chief AccountingOfficer

December 23, 2021

HARRIS J. ASHTON*Harris J. Ashton Director December 23, 2021ANN TORRE BATES*Ann Torre Bates Director December 23, 2021MARY C. CHOKSI*Mary C. Choksi Director December 23, 2021EDITH E. HOLIDAY*Edith E. Holiday Director December 23, 2021GREGORY E. JOHNSON*Gregory E. Johnson Director December 23, 2021

RUPERT H. JOHNSON, JR.*Rupert H. Johnson, Jr. Director December 23, 2021



J. MICHAEL LUTTIG*J. Michael Luttig Director December 23, 2021

DAVID W. NIEMIEC*David W. Niemiec Director December 23, 2021

LARRY D. THOMPSON*Larry D. Thompson Director December 23, 2021

CONSTANTINE D.TSERETOPOULOS*Constantine D. Tseretopoulos Director December 23, 2021

ROBERT E. WADE*Robert E. Wade Director December 23, 2021*By /s/LORI A. WEBER_____________

Lori A. WeberAttorney-in-Fact(Pursuant to Power of Attorney previously filed and herewith)



TEMPLETON GROWTH FUND, INC.REGISTRATION STATEMENT

EXHIBITS INDEXThe following exhibits are attached:Exhibit

No.Description

EX-99. (g)(iii) Second Joinder to Global Custody Agreement betweenRegistrant and JP Morgan Chase Bank dated March 12,2021

EX-99. (g)(iv) Third Joinder to Global Custody Agreement betweenRegistrant and JP Morgan Chase Bank dated September 1,2021

EX-99. (h)(viii) Fund Services Agreement between Franklin TempletonServices, LLC and JPMorgan dated January 22, 2020

EX-99. (j)(i) Consent of Independent Registered Public AccountingFirm

EX-99. (p)(i) Code of Ethics dated August 16, 2021EX-99. (q)(ii) Power of Attorney dated October 6, 2021 for Ryan

Wheeler



SECOND JOINDER TO GLOBAL CUSTODY AGREEMENTThis second Joinder (“Joinder”) to the GLOBAL CUSTODY AGREEMENT, dated March 1, 2020 among each of the Customers listed on Annex B thereto(each a “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered intoas of March 12, 2021, and shall be effective as of March 12, 2021, between the New Customer (as defined below) and J.P. Morgan.

W I T N E S S E T H:WHEREAS, the Customers and J.P. Morgan entered into the Agreement;WHEREAS, the following entity request that J.P. Morgan provide custody services to them under the terms and conditions set forth in the

Agreement:Franklin OnChain U.S. Government Money Fund

(the “New Customer”);WHEREAS, J.P. Morgan agrees to provide custody services to the New Customer pursuant to the terms and conditions set forth in the

Agreement.NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby agree as follows:

1. Definitions. Unless otherwise defined herein, defined terms used in this Joinder shall have the meaning ascribed to such terms in the Agreement.2. Joinder. New Customer hereby agree to be subject to and bound by the terms and conditions of the Agreement.3. Amendments. The Agreement shall be amended as follows:

(A) Annex B of the Agreement is hereby amended and restated in its entirety by Annex I hereto. (B) Save as amended by this Joinder, theAgreement shall remain in full force and effect.

4. Representations. Each party represents to the other parties that all representations contained in the Agreement are true and accurate as of the date ofthis Joinder, and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Joinder.

5. Entire Agreement. This Joinder and the Agreement and any documents referred to in each of them, constitutes the whole agreement between theparties relating to their subject matter and supersedes and extinguishes any other drafts, agreements, undertakings, representations, warrantiesand arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Joinder are inconsistentwith or in conflict with any of the provisions of the Agreement then, to the extent of any such inconsistency or conflict, the provisions of this Joindershall prevail as between the parties.

6. Counterparts. This Joinder may be executed in any number of counterparts which together shall constitute one agreement. Each party hereto may enterinto this Joinder by executing a counterpart and this Joinder shall not take effect until it has been executed by both parties.

7. Law and Jurisdiction. This Joinder shall be governed by, and construed in accordance with, the laws of the State of New York.[ Signature page follows ]



IN WITNESS WHEREOF, the parties have executed this Joinder as of the date first abovewritten.Franklin Templeton Trust, on behalf of its. series: JPMORGAN CHASE BANK, N.AFranklin OnChain U.S. Government Money Fund

By:___________________________By:___________________________

Name: Matthew Hinkle Name: Carl MehldauTitle: Chief Executive Officer – Finance and Administration Title: Vice President



ANNEX I“ANNEX B TO THE GLOBAL CUSTODY AGREEMENT”

List of CustomersCustomer Jurisdiction

Templeton Developing Markets VIP Fund a series of Franklin Templeton Variable InsuranceProducts Trust United States

Templeton Foreign VIP Fund, a series of Franklin Templeton Variable Insurance Products Trust United StatesTempleton Growth VIP Fund, a series of Franklin Templeton Variable Insurance Products Trust United StatesTempleton World Fund, a series of Templeton Funds United StatesTempleton Foreign Fund, a series of Templeton Funds United StatesTempleton Emerging Markets Small Cap Fund, a series of Templeton Global Investment Trust United StatesTempleton Frontier Markets Fund, a series of Templeton Global Investment Trust United StatesTempleton Global Bond Fund, a series of Templeton Income Trust United StatesTempleton Emerging Markets Bond Fund, a series of Templeton Income Trust United StatesForeign Smaller Companies Series, a series of Templeton Institutional Funds United StatesInternational Equity Series, a series of Templeton Institutional Funds United StatesGlobal Equity Series, a series of Templeton Institutional Funds United StatesFranklin Money Market Fund, a series of Institutional Fiduciary Trust United StatesTempleton Global Smaller Companies Fund United StatesTempleton Growth Funds, Inc. United StatesTempleton Emerging Markets Fund United StatesTempleton Global Income Fund United StatesTempleton Developing Markets Trust United States



Templeton Emerging Markets Income Fund United StatesTempleton Dragon Fund, Inc. United StatesTempleton China World Fund United StatesTempleton Strategic Emerging Markets Fund III, L.P. United StatesTempleton Growth Fund II Limited Cayman IslandsTempleton China Opportunities Fund, Ltd. Cayman IslandsTempleton Strategic Emerging Markets Fund III, (Cayman) L.P. Cayman IslandsTempleton Strategic Emerging Markets Fund IV LDC Cayman IslandsTempleton Strategic Emerging Markets Fund III LDC Cayman IslandsTempleton Global Advisors Ltd (Separate Account) BahamasFranklin Equity Portfolio Fund, a series of Franklin ETF Trust United StatesFranklin Fixed Income Portfolio Fund, a series of Franklin ETF Trust United StatesFranklin OnChain U.S. Government Money Fund* United States

*Denotes a Customer added through this Joinder.



THIRD JOINDER TO GLOBAL CUSTODY AGREEMENTThird “(Joinder)” GLOBAL CUSTODY AGREEMENT, dated March 1, 2020, among each of the Customers listed on AnnexB thereto each a “(Customer)” and JPMORGAN CHASE BANK, N.A(“J.P Morgan”) as amended from time to time (the“Agreement”) is made and entered into as of August 11, 2021 and shall be effective as of September 1, 2021, between theNew Customer (as defined below) and J.P. Morgan.

W I T N E S S E T H:WHEREAS, the Customers and J.P. Morgan entered into the Agreement;WHEREAS, the following entity request that J.P. Morgan provide custody services to them under the

terms and conditions set forth in the Agreement:Franklin Templeton SMACS: Series EM, a series of Templeton Global Investment Trust (the“NewCustomer”);WHEREAS, J.P. Morgan agrees to provide custody services to the New Customer pursuant to the

termsand conditions set forth in the Agreement.NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby

agree as follows:1. Definitions. Unless otherwise defined herein, defined terms used in this Joinder shall have the meaning

ascribed to such terms in the Agreement.2. Joinder. New Customer hereby agree to be subject to and bound by the terms and conditions of the

Agreement.3. Amendments. The Agreement shall be amended as follows:

(A) Annex B of the Agreement is hereby amended and restated in its entirety by Annex I hereto.(B) Save as amended by this Joinder, the Agreement shall remain in full force and effect.

4. Representations. Each party represents to the other parties that all representations contained in theAgreement are true and accurate as of the date of this Joinder, and that such representations aredeemed to be given or repeated by each party, as the case may be, on the date of this Joinder.

5. Entire Agreement. This Joinder and the Agreement and any documents referred to in each of them,constitutes the whole agreement between the parties relating to their subject matter and supersedes andextinguishes any other drafts, agreements, undertakings, representations, warranties and arrangementsof any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of thisJoinder are inconsistent with or in conflict with any of the provisions of the Agreement then, to the extentof any such inconsistency or conflict, the provisions of this Joinder shall prevail as between the parties.



6. Counterparts. This Joinder may be executed in any number of counterparts which together shall constituteone agreement. Each party hereto may enter into this Joinder by executing a counterpart and this Joindershall not take effect until it has been executed by both parties.

7. Law and Jurisdiction. This Joinder shall be governed by, and construed in accordance with, the laws of theState of New York.

[ Signature page follows ]



IN WITNESS WHEREOF, the parties have executed this Joinder as of the date first abovewritten.

Templeton Global Investment Trust, on behalf of its series: JPMORGAN CHASE BANK, N.A.Franklin Templeton SMACS: Series EM

By:/s/ Lori A. Weber By: /s/Carl MehldauName: Lori A. Weber Name: Carl MehldauTitle: Vice President and Secretary Title: Vice President



ANNEX I“ANNEX B TO THE GLOBAL CUSTODY AGREEMENT”

List of Customers

Customer JurisdictionTempleton Developing Markets VIP Fund a series of Franklin Templeton Variable InsuranceProducts Trust

United States

Templeton Foreign VIP Fund, a series of Franklin Templeton Variable Insurance ProductsTrust

United States

Templeton Growth VIP Fund, a series of Franklin Templeton Variable Insurance Products Trust United StatesTempleton World Fund, a series of Templeton Funds United StatesTempleton Foreign Fund, a series of Templeton Funds United StatesTempleton Emerging Markets Small Cap Fund, a series of Templeton Global Investment Trust United StatesTempleton Frontier Markets Fund, a series of Templeton Global Investment Trust United StatesTempleton Global Bond Fund, a series of Templeton Income Trust United StatesTempleton Emerging Markets Bond Fund, a series of Templeton Income Trust United StatesForeign Smaller Companies Series, a series of Templeton Institutional Funds United StatesInternational Equity Series, a series of Templeton Institutional Funds United StatesGlobal Equity Series, a series of Templeton Institutional Funds United StatesFranklin Money Market Fund, a series of Institutional Fiduciary Trust United StatesTempleton Global Smaller Companies Fund United StatesTempleton Growth Funds, Inc. United StatesTempleton Emerging Markets Fund United StatesTempleton Global Income Fund United StatesTempleton Developing Markets Trust United StatesTempleton Emerging Markets Income Fund United StatesTempleton Dragon Fund, Inc. United StatesTempleton China World Fund United StatesTempleton Strategic Emerging Markets Fund III, L.P. United StatesTempleton Growth Fund II Limited Cayman IslandsTempleton China Opportunities Fund, Ltd. Cayman IslandsTempleton Strategic Emerging Markets Fund III, (Cayman) L.P. Cayman IslandsTempleton Strategic Emerging Markets Fund IV LDC Cayman IslandsTempleton Strategic Emerging Markets Fund III LDC Cayman Islands



Templeton Global Advisors Ltd (Separate Account) BahamasFranklin Equity Portfolio Fund, a series of Franklin ETF Trust United StatesFranklin Fixed Income Portfolio Fund, a series of Franklin ETF Trust United StatesFranklin OnChain U.S. Government Money Fund United StatesFranklin Templeton SMACS: Series EM* United States

*Denotes a Customer added through this Joinder.





Table of Contents1. INTENTION OF THE PARTIES; DEFINITIONS 11.1. Intention of the Parties 11.2. Definitions; Interpretation 1

2. WHAT J.P. MORGAN IS REQUIRED TO DO 52.1. The Services 52.2. No Duty to Monitor Compliance 72.3. No Responsibility for Tax Returns 72.4. Access to J.P. Morgan’s Records 72.5. Compliance with Laws, Regulations and Certain Documents 82.6. Change Control 82.7. Report Corrections 9

3. INSTRUCTIONS 103.1. Acting on Instructions; Method of Instruction; and Unclear Instructions 103.2. Verification and Security Procedure 113.3. Instructions Contrary to Law/Market Practice/Fund Documents 113.4. Cut-Off Times 123.5. Electronic Access 123.6. Recording of Telephone Communications 13

4. FEES AND EXPENSES OWING TO J.P. MORGAN 134.1. Fees and Expenses 13

5. ADDITIONAL PROVISIONS 145.1. Representations of the Customer and J.P. Morgan 145.2. The Customer to Provide Certain Information to J.P. Morgan 155.3. U.S. Regulatory Disclosure; Certain Information of the Customer 155.4. Redistribution of Data from Third Parties 165.5. Intellectual Property Rights 165.6. Insurance 175.7. Confidentiality 175.8. Use of a Party’s Name 19

6. WHEN J.P. MORGAN IS LIABLE TO THE CUSTOMER 196.1. Standard of Care; Liability 196.2. Limitations of Liability 206.3. Force Majeure 216.4. J.P. Morgan May Consult with Counsel 216.5. J.P. Morgan Provides Diverse Financial Services and May Generate Profits as a Result 22

7. TERM AND TERMINATION 227.1. Term and Termination 227.2. Other Grounds for Termination 227.3. Transition following Termination 23

8. MISCELLANEOUS 238.1. Notices 238.2. Successors and Assigns 248.3. Entire Agreement and Amendments 248.4. Governing Law and Jurisdiction 24



8.5. Severability; Waiver; and Survival 248.6. Counterparts 258.7. No Third Party Beneficiaries 25Annex I List of Funds 26Annex II Electronic Access 31Appendix A NAV Error Correction Policy 33



FUND SERVICES AGREEMENTThis agreement, dated January 22, 2020 (this “Agreement”), is between JPMORGAN CHASE BANK, N.A.(“J.P. Morgan”) with a place of business at 70 Fargo Street, Boston, MA 02210 and FRANKLINTEMPLETON SERVICES, LLC (“FT Services” or the “Customer”) with a place of business at One FranklinParkway, San Mateo, California 94403.1. INTENTION OF THE PARTIES; DEFINITIONS

1.1. Intention of the Parties.(a) Each investment company acting on behalf of its respective series or portfolios identified on

Annex I (each such series or portfolio, as the case may be, hereinafter referred to as a "Fund"), asmay be amended from time to time, and in the case of those investment companies for which noseparate series or portfolios are identified on such Annex I, acting for and on behalf of itself(each also a “Fund”) has entered into an investment management agreement with a FranklinTempleton- affiliated investment adviser (an “Adviser/Administrator”) for the provision ofinvestment advisory, fund administration and fund accounting services to the Funds.

(b) Each Adviser has entered into a subcontract for fund administration services (or substantiallysimilar agreement) with FT Services for the provision of fund administration and fundaccounting services to the Funds.

(c) FT Services desires to retain J.P. Morgan to provide the fund administration and fund accountingServices described hereinafter and hereby appoints J.P. Morgan as a sub-administrator to provideServices to FT Services and the Funds, as described hereinafter, for the period and on the termsset forth in this Agreement.

(d) J.P. Morgan has agreed to provide such services to the Customer in accordance with thisAgreement. J.P. Morgan will be responsible for the performance of only those duties expresslyset forth in this Agreement. The terms and conditions of this Agreement are applicable only tothe services which are specified in this Agreement.

1.2. Definitions; Interpretation.(a) Definitions

As used herein, the following terms have the meaning hereinafter stated:



“1940 Act” means the Investment Company Act of 1940, as amended.“AML/Sanctions Requirements” means (a) any Applicable Law (including but not limited to therules and regulations of the United States Office of Foreign Assets Control) applicable to J.P. Morgan,or to any J.P. Morgan Affiliate engaged in servicing the Customer or a Fund under this Agreement,which governs (i) money laundering, the financing of terrorism, insider dealing or other unlawfulactivities, or the use of financial institutions to facilitate such activities or (ii) transactions involvingindividuals or institutions which have been prohibited by, or are subject to, sanctions of anygovernmental authority under such Applicable Law; and (b) any J.P. Morgan policies and proceduresreasonably designed to assure compliance with any such Applicable Law.



“Affiliate” with respect to a party means an entity controlling, controlled by or under common controlwith that party.“Applicable Law” means any existing or future applicable statute, treaty, rule, regulation or law(including common law and federal, state, and local laws regarding equal employment opportunity,compensation, benefit, immigration, rights of the disabled, privacy, and anti-money laundering) andany applicable decree, injunction, judgment, order, formal interpretation or ruling issued by a court orgovernmental or regulatory entity.“Authorized Person” means any person who has been designated by written notice from the Customerin the form mutually agreed to by the Customer and by J.P. Morgan (or by written notice in the form asmutually agreed to by the Customer and J.P. Morgan from any agent designated by the Customer,including the Investment Adviser) to act on behalf of the Customer under this Agreement, any personwho has been given a User Code by the Customer, or any person authorized by the Customer to receivea User Code from J.P. Morgan. Such persons will continue to be Authorized Persons until such time asJ.P. Morgan receives and has had reasonable time to act upon Instructions from the Customer (or itsagent) that any such person is no longer an Authorized Person.“Cash Account” means any cash account established and maintained by J.P. Morgan pursuant to acustody agreement or deposit account agreement in the name of a Fund (or in another name requestedby a Fund) for any and all cash in any currency received by or on behalf of the J.P. Morgan for theaccount of such Fund.“Confidential Information” means all non-public information concerning the Customer and/or a Fundwhich J.P. Morgan receives in the course of providing Services under this Agreement including but notlimited to information on portfolio securities owned by a Fund and Personal Information. For theavoidance of doubt, to the extent Data (as defined in Annex II) includes any Confidential Information,such portion of the Data shall be deemed Confidential Information for purposes of this Agreement.Nevertheless, the term Confidential Information does not include (i) information that is or becomesavailable to the general public other than as a direct result of J.P. Morgan’s breach of the terms of thisAgreement, (ii) information that J.P. Morgan develops independently without using the Customer’s or aFund’s confidential information, (iii) information that J.P. Morgan obtains on a non-confidential basisfrom a person who is not known to be subject to any obligation of confidence to the Customer withrespect to that information, or (iv) information that the Customer has designated as non-confidential orconsented to be disclosed.“Customer Indemnitees” means the Customer, a Fund and their respective directors, trustees,officers, and employees.“Dependencies” has the meaning set forth in Section 2.1(e).



“Financial Services Best Practices” means the standards, policies and practices applicable tocompanies in the financial services industry of comparable size and scope as J.P. Morgan.“Governing Documents” means, as applicable, the agreement and declaration of trust, certificate ofincorporation, bylaws, memorandum of association and articles of association, certificate of formation,limited partnership agreement, limited liability company agreement, investment managementagreement or other governing documents of a Fund, as amended from time to time.“Information Provider” means any person (including a J.P. Morgan Affiliate) who provides software,information or the means of obtaining information on security prices, derivative prices, security



characteristics data, market reference data derivative prices, foreign exchange, credit ratings,performance measurement or any other information obtained by J.P. Morgan in connection with theServices (including index return providers, security characteristics providers, and value-at-riskproviders).“Instruction” means an instruction that has been verified in accordance with the Security Procedureor, if no Security Procedure is applicable, that J.P. Morgan believes in good faith and in satisfaction ofJ.P. Morgan’s Standard of Care to have been given by an Authorized Person.“Intellectual Property Rights” means any and all rights arising under or deriving from any patent.copyright, trademark, trade secret or other form of intellectual property in the United States andthroughout the world, including any application or right to apply for registration of, or assert or waive,any such rights.“Investment Adviser” means any person or entity appointed as investment adviser, investmentmanager, general partner, or managing member of a Fund, if applicable, or in a similar capacity, inaccordance with the Governing Documents.“Investment Decisions” means decisions in relation to buying, selling or holding any investment,engaging or removing an investment manager, emulation, rebalancing, asset allocation, hedging,treasury or risk management, or any other trading or investment decision.“J.P. Morgan Affiliate” means an entity controlling, controlled by, or under common control with, J.P. Morgan.“J.P. Morgan Indemnitees” means J.P. Morgan, J.P. Morgan Affiliates that provide Services inconnection with this Agreement, and their respective, directors, officers and employees.“J.P. Morgan's Standard of Care” has the meaning set forth in Section 6.1(a) of this Agreement. “Key PerformanceIndicators” has the meaning set forth in the SLD.“Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes(other than taxes based solely on a party’s own income), or expenses of any kind whatsoever (whetheractual or contingent and including, without limitation, reasonable attorneys’, accountants’, consultants’and experts’ fees and disbursements reasonably incurred; provided that, fees due in accordance withthis Agreement that are subject to bona fide dispute shall not be considered Liabilities until thecompletion of the mutually agreed upon invoice dispute resolution process between J.P. Morgan andthe Customer).“Offering Documents” means, as applicable the Registration Statement, prospectus, offeringmemorandum, statement of additional information, and any other offering documentation of the Funds,as supplemented, updated or amended from time to time."Personal Information" or “PI” means any information that alone or in



conjunction can be used to identify an individual or relates to an identifiable individual.Notwithstanding the foregoing "Personal Information" shall not include information that is lawfullyobtained from publicly available information, or from federal, state or local government recordslawfully made available to the general public.“Registration Statement” means the registration statement on Form N-1A, Form N-2 or Form N-14of a Fund, filed under the Securities Act of 1933 (as amended) and 1940 Act , as amended orsupplemented, updated or amended from time to time.“Reports” means the reports issued by J.P. Morgan in connection with the provision of the Services.



“Security Incident” means any confirmed, unauthorized or unlawful destruction, loss, alteration ordisclosure of or access to a Fund’s or Customer’s Confidential Information that involves J.P. Morgan, aJ.P. Morgan Affiliate or a Subcontractor in connection with the provisions of Services.“Security Procedure” means the applicable security procedure to be followed by the Customer (andits Authorized Persons) upon the issuance of an instruction and/or by J.P. Morgan upon receipt of aninstruction, so as to enable J.P. Morgan to verify that an instruction is authorized. The applicableSecurity Procedure for different types of instructions may be set forth in SLD in effect from time totime with respect to the Services set forth in this Agreement or in separate documentation, and may beupdated byJ.P. Morgan from time to time upon mutual agreement by J.P. Morgan and the Customer. A SecurityProcedure may, without limitation, involve the use of User Codes, dual-factor authentication, telephonecall backs, or third party utilities.“Service Credit” has the meaning set forth in the SLD.“Service Level” means any of the quantitative performance standards set forth in service leveldocumentation (“SLD”), as agreed from time to time by the parties, to assess the performance of theServices.“Services” means the services and Reports provided to the Customer as agreed upon by the parties inadvance and in writing from time to time (“Service Description”).“Shareholder” means a holder of Shares.“Shares” means the securities as defined in the Securities Act of 1933 (as amended) issued by a Fund.“Subcontractor” means any person other than a J.P. Morgan Affiliate or an Information Provider towhom J.P. Morgan subcontracts the provision of any part of the Services.“Underlying Funds” has the meaning set forth in Section 5.1(b).“User Code” means a password, digital certificate, identifier (including biometric identifier), securitydevice, algorithm, encryption or other similar procedure used by the Customer or an Authorized Personto access J.P. Morgan’s systems, applications or products or to issue Instructions to J.P. Morgan.

(b) Interpretation(i) Headings are for convenience of reference only and shall not in any way form part of or affect

the construction or interpretation of any provision of this Agreement.(ii) Unless otherwise expressly stated to the contrary herein, references to Articles and Sections are

to Articles and Sections of this Agreement and references to paragraphs are to



paragraphs of the Sections in which they appear.(iii) Unless the context requires otherwise, references in this Agreement to “persons” shall include

legal as well as natural entities; references importing the singular shall include the plural(and vice versa) use of the term “including” shall be deemed to mean “including but notlimited to” and references to appendices and numbered sections shall be to such addenda andprovisions herein.

(iv) Unless the context requires otherwise, any reference to a statute or a statutory provision shallinclude such statute or provision as from time to time modified to the extent suchmodification



applies to any service provided hereunder. Any reference to a statute or a statutory provisionshall also include any subordinate legislation made from time to time under that statute orprovision.

(v) The Annexes to the Agreement are incorporated herein by reference and form part of theAgreement and shall have the same force and effect as if expressly set out in the body of theAgreement. If and to the extent that there is an inconsistency between the terms of the bodyof the Agreement and its Annexes, the terms of the body of the Agreement shall prevailunless expressly stated otherwise.

2. WHAT J.P. MORGAN IS REQUIRED TO DO2.1. The Services.

(a) The Customer hereby appoints, and beginning on the effective date indicated in the preamble ofthis Agreement, J.P. Morgan agrees to act as sub-administrator of and to provide the Services tothe Customer in accordance with and subject to the terms of this Agreement. J.P. Morgan shallretain the right to employ Subcontractors to provide or assist it in the provision of any part of theServices stated herein or the discharge of any other obligations or duties under this Agreementprovided thatJ.P. Morgan shall provide the Customer with a list of its current Subcontractors and shall provideadvance notice to notify the Customer to the extent any new Subcontractors are added to suchlist. If any Subcontractor added to the list is an asset manager considered by the Customerto be a competitor of the Customer, the Adviser/Administrator or the Funds (a “Competitor/Subcontractor”), J.P. Morgan and Customer will consult with each other regarding whetheran information barrier between the Customer’s and/or a Fund’s Confidential Information andsuch Competitor/Subcontractor can be established or whether a more suitable Subcontractorcould be used to provide the services that are proposed to be allocated to the Competitor/Subcontractor. If J.P. Morgan determines (i) that there is no alternative to J.P. Morgan’s useof the Competitor/Subcontractor and (ii) that it is not commercially reasonable to establishan information barrier between the Customer’s and/or a Fund’s Confidential Information andsuch Competitor/Subcontractor, the Customer shall have the right to amend or terminate therelevant portion of this Agreement and any related fee schedule that applies to the services tobe provided by the Competitor/Subcontractor, subject to agreement between Customer and J.P.Morgan regarding such amendment or partial termination. Subject to Section 2.1.(e)(viii), J.P.Morgan shall be responsible for the acts and omissions of any such Subcontractor so employed asifJ.P. Morgan had committed such acts and omissions itself. J.P. Morgan shall be responsible for thecompensation of its Subcontractors, unless otherwise expressly agreed in writing by the parties.J.P. Morgan will maintain throughout this Agreement a due



diligence and third party oversight program that meets regulatory requirements applicable to J.P.Morgan and use reasonable care in the selection and retention of any Subcontractor.

(b) In providing the Services, J.P. Morgan is performing an administrative function for the Customerand is acting solely as agent for the Customer and not as a fiduciary for the Customer, a Fund, theInvestment Adviser, any Shareholder or any other third party with respect to the Services, even ifJ.P. Morgan or a J.P. Morgan Affiliate separately acts in a fiduciary capacity with respect to theCustomer. The Customer is responsible for determining that the Services are appropriate for theCustomer’s or Fund’s use.

(c) The Customer acknowledges that J.P. Morgan is not making any recommendation or providing anylegal, tax or investment advice in providing the Services. The Customer agrees that the provision



of Reports by J.P. Morgan will not be taken in any way to constitute advice from J.P. Morgan asto any matter including Investment Decisions.

(d) The Customer acknowledges and agrees (i) that J.P. Morgan will make use of various calculationmethodologies and assumptions in performing the Services and preparing the Reports, (ii) that ithas had an opportunity to make inquiries regarding such methodologies and assumptions, (iii) toJ.P. Morgan’s use of such methodologies and assumptions in preparing the Reports andperforming the Services, whether or not the Customer availed itself of the opportunity to makeinquiries, and(iv) that J.P. Morgan may rely on such methodologies and assumptions for the valuation ofholdings, and that any such valuation an is indicative value and does not indicate the actual termson which the holding could be liquidated.

(e) The Customer agrees that J.P. Morgan’s ability to provide the Services and comply with the termsof this Agreement is dependent upon the performance of actions or obligations by the Customer,a Fund, the Investment Adviser, or by any person (other than J.P. Morgan) (the “Dependencies”).In any period during which the Dependencies are not met, the parties will cooperate to ensurethat such period is kept as short as reasonably possible and J.P. Morgan will use commerciallyreasonable efforts to provide the Services, provided that J.P. Morgan shall not be obliged to incuradditional costs to do so. The Dependencies are as follows:

(i) the Customer, a Fund or the Investment Adviser performing any responsibility set forth in anyservice-level document or any other documents agreed between the parties from time to time;

(ii) the Customer, a Fund, the Investment Adviser and other service providers of the Customer orthe Investment Adviser whose cooperation is reasonably required in order for J.P. Morgan toprovide the Services, providing such cooperation, information, documentation, data, noticeand Instructions to J.P. Morgan promptly, accurately, adequately and completely and inaccordance with any agreed formats or timelines to allow J.P. Morgan to provide theServices;

(iii) any information provided to J.P. Morgan by or on behalf of the Customer, a Fund or theInvestment Adviser, or which was prepared or maintained by the Customer, a Fund orInvestment Adviser, or any third party (other than a sub-contractor of J.P. Morgan) on theirbehalf, being authorized, accurate and complete;

(iv) the continuation in force of all agreements between the Customer, a Fund or the InvestmentAdviser, as applicable, and any third party provider, upon which J.P. Morgan relies inproviding the Services and which are not being provided



by a J.P. Morgan Affiliate;(v) any warranty, representation, covenant or undertaking made by the Customer under this

Agreement being and remaining true and correct at all times;(vi) communications systems in respect of activities which interface with the Services being and

remaining fully operational (whether such systems are operated by the Customer, a Fund, theInvestment Adviser or a third party (as instructed by the Customer or the InvestmentAdviser));

(vii) markets on which a Fund’s securities or derivatives are traded are operating normally, and nocessation or suspension of trading of any securities or derivatives held by a Fund on anymarket;

(viii) any information provided to J.P. Morgan by any Information Provider being accurate andcomplete; and



(ix) any data that is transitioned to J.P. Morgan prior to the time it begins to provide the Servicesbeing accurate and complete.

2.2. No Duty to Monitor Compliance.Each party hereto acknowledges J.P. Morgan, in its capacity as the provider of any of the Services, doesnot have any obligation or duty to monitor or enforce the compliance of the Customer, its AuthorizedPersons, a Fund, the Investment Adviser or any other third party with any restriction or guidelineimposed on the Customer, a Fund or the Investment Adviser by the Governing Documents, OfferingDocuments, or any other document, or by law or regulation or otherwise with regard to the Customer, aFund or the Investment Adviser. Notwithstanding the foregoing, J.P. Morgan in its capacity as providerof any of the Services will use its best efforts to notify the Customer when it has knowledge that anInstructionviolates any restriction or guideline imposed on a Fund, the Customer, the Investment Adviser by theGoverning Documents or the Offering Documents, provided that J.P. Morgan shall have no liability forits failure to notify the Customer of any such violation.

2.3. No Responsibility for Tax Returns.While J.P. Morgan may provide the Customer with information regarding taxable events in the UnitedStates in relation to the Customer or the Funds, other than those reports or returns listed in the ServiceDescription, J.P. Morgan is not responsible for preparing or filing any tax reports or returns on behalf ofthe Customer, a Fund, the Investment Adviser, or the Shareholders unless separately agreed by theparties hereto in writing.

2.4. Access to J.P. Morgan’s Records.(a) J.P. Morgan will, upon reasonable written notice, allow the Customer and the Investment Adviser

(and/or the Customer’s or a Fund’s auditors and independent public accountants and appropriateregulatory authority if required for their examination of books and records pertaining to theCustomer's or a Fund’s affairs) reasonable access during regular business hours to the records ofJ.P. Morgan relating to the Customer and the Funds.

(b) The Customer shall reimburse J.P. Morgan for the reasonable cost of copying, collating andresearching archived information (as may be mutually agreed upon at the time).

(c) During the performance of this Agreement and for any period as required by Applicable Law afterthe completion of this Agreement, J.P. Morgan will maintain complete, accurate and auditablerecords pertaining to this Agreement, including all books and records which J.P. Morgan isrequired to maintain pursuant to Applicable Law. All such books and records maintained by J.P.Morgan shall be maintained in a form acceptable under Applicable Law as it applies



to J.P. Morgan in its capacity as provider of the Services. Subject to Section 2.4.(b), during theterm of this Agreement and for a period of at least three (3) years after the termination of thisAgreement, J.P. Morgan will, upon reasonable written notice, allow the Customer reasonableaccess during normal working hours to the records of J.P. Morgan relating to the Services.

(d) Within 30 days of receiving the Customer's request and at least annually, J.P. Morgan will send tothe Customer a copy of J.P. Morgan's Service Organizational Control (SOC) 1 reports (or anysuccessor reports) prepared in accordance with the requirements of AT section 801, Reporting onControls at a Service Organization (formerly Statement on Standards for AttestationEngagements (SSAE) No. 16). In addition, from time to time as requested, J.P. Morgan willfurnish the Customer a "gap" or "bridge" letter that will address any material changes that mighthave occurred



in J.P. Morgan's controls covered in the SOC Report from the end of the SOC Report periodthrough a specified requested date.

(e) If, as a result of a review of J.P. Morgan's records pertaining to the Services, a party believes theCustomer has been overcharged or undercharged for a Service, such party shall notify the otherand a request a joint review of the relevant records, to determine whether an overcharge orundercharge has occurred, its extent and agree on a reconciliation plan which may, but is notrequired to and will not necessarily, include a credit against future charges.

2.5. Compliance with Laws, Regulations and Certain Documents.(a) J.P. Morgan will, in the performance of the Services, comply with Applicable Law that applies to

J.P. Morgan in its provision of the Services. The Customer shall comply with Applicable Law inthe United States, Cayman Islands, and Bermuda to the extent applicable, and in each jurisdictionthat the Customer or a Fund, as applicable, conducts business or offers Shares, to the extent thatcompliance with such Applicable Law is relevant to the provision or receipt of the Services orthe marketing of the Customer or a Fund, as applicable.

(b) J.P. Morgan is not responsible and shall not be liable for any Liabilities incurred or suffered byany person, whether on their own account or for the account of the Customer or a Fund, as aresult of the failure of the Customer, its Authorized Persons, a Fund, the Investment Adviser orany other third party to comply with the Applicable Laws of any country or jurisdiction in whichShares are offered.

(c) J.P. Morgan shall obtain and maintain all necessary approvals, licenses, consents, permits orauthorizations of any person or entity, or any notice to any person or entity, the granting of whichis required by Applicable Law applicable to J.P. Morgan for the provision of the Services.

(d) J.P. Morgan shall promptly notify the Customer of any change in Applicable Law of which itdetermines will have a material impact on the provision of the Services or the performance of J.P.Morgan's obligations under this Agreement by submitting a Change Request pursuant to Section2.6 of this Agreement.

(e) J.P. Morgan will promptly disclose the occurrence of any material compliance violations of anyApplicable Law by J.P. Morgan, a J.P. Morgan Affiliate or Subcontractor in the course ofperforming the Services, provided J.P. Morgan becomes aware of such material violation. J.P.Morgan shall further cooperate with a Fund in the exercise of their oversight responsibilitiesunder Rule 38a-1 of the 1940 Act with respect to J.P. Morgan in its role as sub-sub-administratorto a Fund.



2.6. Change Control.(a) If either party wishes to propose any amendment or modification to, or variation of, the Services

(including the scope or details of the Services) (a “Change”) then it shall notify the other party ofthat fact by sending a request (a “Change Request”) to the other party, specifying in as muchdetail as is reasonably practicable the nature of the Change. A Change Request, and any relatedchanges to the fees, also may be submitted to document a Change that was previously agreed toor performed by J.P. Morgan.

(b) Promptly following the receipt of a Change Request, the parties shall agree in writing whether toimplement the Change Request, whether implementation of the Change Request should result ina



modification of the fees contemplated by Section 4.1, and the basis upon which J.P. Morgan willbe compensated for implementing the Change Request. If J.P. Morgan submits a Change Requestand if such Change Request results in additional costs or expenses to the Customer, the partiesshall agree in writing whether implementation of such Change Request should result in a feecredit or reimbursement for such costs or expenses affecting the Customer.

(c) If a change to Applicable Law requires a Change, the parties shall follow the processes set forthin this Section to initiate a Change Request. If the change in Applicable Law results in a changeto the Services, or an increase in J.P. Morgan’s costs or risk associated with provision of theServices, J.P. Morgan shall be entitled to propose an appropriately reasonable and proportionateincrease in the fees. Any such increase in fees shall be subject to the parties’ mutual consent. Forthe avoidance of doubt, J.P. Morgan shall not be required to implement a Change required byApplicable Law, and may cease to provide the affected Service, unless both parties have agreedon the relevant fees. J.P. Morgan shall bear its own costs with respect to implementing a ChangeRequest based upon a change to Applicable Law, except that:

(i) If mutually agreed upon by the parties in writing, J.P. Morgan may charge the Customer for anyreasonable and necessary changes to software that have been developed or customized forthe Customer or a Fund.

(ii) If mutually agreed upon by the parties in writing, J.P. Morgan may charge the Customer for anyreasonably agreed upon changes required as a result of the change in Applicable Lawaffecting the Customer or a Fund in a materially different way than it affects J.P. Morgan’sother customers, or which the Customer or a Fund wishes J.P. Morgan to implement in a waydifferent from what J.P. Morgan reasonably intends to implement for its other customers.

(d) The parties agree that subject to the terms of this Agreement (including for the avoidance ofdoubt this Section 2.6) additional entities may become party to this Agreement by the partiessigning a joinder to this Agreement.

2.7. Report Corrections.J.P. Morgan’s responsibilities with respect to the correction of an error in calculating the net assetvalue of a Fund shall be subject to the NAV correction policy and procedures as set forth inAppendix A hereto.

2.8. Service Credit Regime(a) Subject to the terms and conditions of this Agreement for the Services, J.P. Morgan will perform its

obligations to adhere to the Key Performance Indicators.(b) Beginning 6 (six) months after the date of this Agreement, if J.P.



Morgan fails to meet any Key Performance Indicator, and not due to any of the circumstances setforth in Sections 6.2. and 6.3., J.P. Morgan shall pay the Customer, a Service Credit if required bythe SLD.

(c) Service Credits shall be recovered by the Customer as a credit against the next invoice for charges.2.9 Evolution of Services

Throughout the term of this Agreement, J.P. Morgan will seek to improve the quality, efficiencyand effectiveness of the Services, and to generally keep pace with technological advances. In thisregard,J.P. Morgan will seek to identify best practices, train its personnel in new techniques andtechnologies that have been implemented by J.P. Morgan and to continue to make appropriateinvestments in the



tools, infrastructure and other resources used to provide the Services. J.P. Morgan and theCustomer will meet annually to conduct a formal review of the Services, and discuss how J.P.Morgan can assist the Customer in supporting evolving business and competitive needs. Anychanges to the Services or, as applicable, any Service Levels will be subject, where appropriate, tothe Change process outlined in Section 2.6 herein.

2.10 CompatibilityTo the extent that the Customer makes J.P. Morgan aware of certain compatibilityrequirements,J.P. Morgan shall use reasonable commercial efforts to ensure compatibility amongthe Services and the systems, technical environment, operational processes andstandards of the Customer andJ.P. Morgan, provided, however, that (i) if, due to bespoke elements or customization of theCustomer's systems or technical environment, there will be a material incremental cost to J.P.Morgan to comply with the compatibility requirements, the matter shall be addressed throughthe Change process outlined in Section 2.6 of this Agreement, and (ii) J.P. Morgan will not berequired to make any Changes hereunder that do not align with prevailing industry practice orthat J.P. Morgan, in its sole discretion, does not determine to be strategic to its business.Subject to Section 2.6 of this Agreement, J.P. Morgan shall reasonably cooperate with theCustomer's vendors to ensure, to the extent practicable, integration of any third party systemswhere the Customer procures third party services on behalf of the Customer.

2.11 Personnel(a) J.P. Morgan will use personnel that are appropriately qualified and experienced with respect to the

provision of the Services. J.P. Morgan's personnel shall comply with the Customer's policies attimes when they are on the Customer's premises or accessing the Customer's systems, to theextent that the Customer advises the relevant personnel of those policies. The Customer shallcause each Authorized Person to comply with applicable J.P. Morgan policies while on J.P.Morgan premises or accessing J.P. Morgan systems.

(b) J.P. Morgan will maintain as part of its standard hiring practices a requirement to performbackground checks with respect to J.P. Morgan personnel and for its Subcontractors to performbackground checks. J.P. Morgan will conduct adequate background screenings based onapplicable regulatory requirements on all J.P. Morgan personnel and contract workers who willprovide Services to the Customer to ensure that (i) any J.P. Morgan personnel or contract workershave not been convicted of any criminal offense involving dishonesty, breach of trust or moneylaundering, and have not agreed to enter into a pretrial diversion or similar program inconnection with a prosecution for such offense, and (ii) J.P. Morgan has conducted drugscreening on all J.P. Morgan personnel and



contract workers who will provide Services to the Customer or will conduct subsequentscreening if there is a reasonable basis to believe such J.P. Morgan personnel or contract workerhas a recurring drug abuse or dependency issue. J.P. Morgan or its Subcontractors will conductpre-employment screenings of all new J.P. Morgan personnel and contract workers who willprovide Services to the Customer in a manner consistent with J.P. Morgan's pre-employmentscreening policies and procedures.

3. INSTRUCTIONS3.1. Acting on Instructions; Method of Instruction; and Unclear Instructions.

(a) The Customer authorizes J.P. Morgan to accept, rely upon and/or act upon any Instructionsreceived by it or as documented in the SLD. The Customer is solely responsible for the accuracy



and completeness of Instructions, their proper delivery to J.P. Morgan, for updating suchInstructions as may be necessary to ensure continued accuracy and completeness, and formonitoring their status. J.P. Morgan will not be responsible for any Liabilities resulting from theCustomer’s failure to perform these responsibilities. The Customer will indemnify the J.P.Morgan Indemnitees against, and hold each of them harmless from, any Liabilities that may beimposed on, incurred by, or asserted against the J.P. Morgan Indemnitees as a result of anyactions or omissions taken in accordance with any Instruction, except to the extent that suchLiabilities are caused by the fraud, negligence, bad faith, or willful misconduct of the J.P.Morgan Indemnitee in the manner in which it carries out the Instruction.

(b) To the extent possible, Instructions to J.P. Morgan shall be sent via an encrypted, electronic meansusing technology consistent with industry standards, or a trade information system acceptable toJ.P. Morgan.

(c) J.P. Morgan shall promptly notify an Authorized Person, if J.P. Morgan determines that anInstruction does not contain all information reasonably necessary for J.P. Morgan to carry out theInstruction. J.P. Morgan may reasonably decline to act upon an Instruction if it does not receivemissing information, clarification or confirmation satisfactory to it but J.P. Morgan shallpromptly notify the Customer of its decision not to act upon an Instruction, which notificationmay be in the form of a rejection automatically generated by the relevant systems. J.P. Morganwill not be liable for any Liabilities arising from any reasonable delay in carrying out any suchInstruction while it seeks any such missing information, clarification or confirmation or indeclining to act upon any Instruction for which it does not receive such missing information,clarification or confirmation satisfactory to it, unless the Liability in question results from J.P.Morgan’s failure to meet J.P. Morgan’s Standard of Care

3.2. Verification and Security Procedure.(a) J.P. Morgan and the Customer shall comply with any applicable Security Procedure with respect

to the delivery or authentication of Instructions.(b) The Customer acknowledges that the Security Procedure is designed to verify the authenticity of,

and not to detect errors in, instructions. The Customer shall promptly notify J.P. Morgan if it doesnot believe that any relevant Security Procedure is commercially reasonable, and its adherence toany Security Procedure without objection constitutes its agreement that it has determined theSecurity Procedure to be commercially reasonable. J.P. Morgan shall notify the Customer inadvance of any material changes to the Security Procedures.

(c) The Customer and its Authorized Persons are solely responsible for



ensuring that the User Codes are reasonably safeguarded and known to and used by only therespective Authorized Persons to whom such User Codes apply. If (i) the User Codes are (or theCustomer or its relevant Authorized Person reasonably believes that the User Codes may be) lost,stolen, damaged, altered, unduly disclosed, or compromised, (ii) the Customer’s or anyAuthorized Persons’ access to J.P. Morgan’s systems, applications or products, or any third partymessaging platform through which the Instructions are transmitted, is revoked or suspended, or(iii) the Customer or an Authorized Person reasonably suspects any technical or security failurerelating to any systems, applications or products of J.P. Morgan or any third party messagingplatform through which the Instructions are transmitted, the Customer shall immediately ceaseusing such system, application, product or platform and promptly notify J.P. Morgan.



3.3. Instructions Contrary to Law/Market Practice/Fund Documents.J.P. Morgan need not act upon Instructions that it reasonably believes (acting in accordance withSection 6.1.(a)) to be contrary to Applicable Law, the Governing Documents, the Offering Documentsor market practice and will not be responsible for any Liabilities resulting from not acting upon suchInstruction. Notwithstanding the foregoing, J.P. Morgan shall be under no duty to investigate whetherany Instructions comply with Applicable Law, the Governing Documents, the Offering Documents ormarket practice. In the event that J.P. Morgan does not act upon such Instructions, J.P. Morgan will, tothe extent permitted by Applicable Law, promptly notify the Customer and allow the Customer anopportunity to provide a valid instruction.

3.4. Cut-Off Times.J.P. Morgan has established cut-off times for receipt of Instructions, which have been made available tothe Customer and Investment Advisor. If J.P. Morgan receives an Instruction after its established cut-offtime, J.P. Morgan will attempt to act upon the Instruction on the day requested if J.P. Morgan deems itpracticable to do so or otherwise as soon as practicable thereafter, unless otherwise specified in theapplicable SLD.

3.5. Electronic Access.(a) Access by the Customer and the Investment Advisor to certain systems, applications or products

ofJ.P. Morgan shall be governed by this Agreement and the terms and conditions set forth in AnnexII Electronic Access. The Customer and its Authorized Persons shall use User Codes to accessJ.P. Morgan’s systems, applications or products unless otherwise agreed by J.P. Morgan.

(b) J.P. Morgan will implement and maintain a written information security program, in compliancewith all applicable foreign, federal, state and local laws and regulations (including any similarinternational laws) applicable to J.P. Morgan as a service provider to the Customer, that containsreasonable and appropriate security measures designed to safeguard the Confidential Information(including Personal Information of the Customer’s and Funds’ shareholders, employees, trustees,directors and/or officers) that J.P. Morgan, any J.P. Morgan Affiliate or Subcontractor receives,stores, maintains, processes, transmits or otherwise accesses in connection with the provision ofServices hereunder. In this regard, J.P. Morgan will establish and maintain policies, procedures,and technical, physical, and administrative safeguards consistent with Financial Services BestPractices, designed to (i) protect the security and confidentiality of all Confidential Information(including Personal Information) that J.P. Morgan and a J.P. Morgan Affiliate receives, stores,maintains, processes or otherwise accesses in connection with the provision of Serviceshereunder,

(ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of Confidential Information(including



Personal Information), (iii) protect against unauthorized access to or use of ConfidentialInformation (including Personal Information), (iv) maintain reasonable procedures to detect andrespond to any internal or external security breaches; (v) implement procedures to provide for theappropriate deletion or disposal of Confidential Information and Personal Information whereoperationally feasible and unless laws and regulations applicable to J.P. Morgan require a longerretention period; (vi) maintain a full suite of information risk and security policies, standards andprocedures, which are consistent with industry standard frameworks and best practices anddesigned to meet industry best practice and the requirements of global regulators.; and (vii)encrypt in transit and at rest Confidential Information. J.P. Morgan may in its discretion providetraining or information on best practices to the Customer from time to time but in so doing it willnot be considered a consultant or advisor with respect to cybersecurity.



(c) J.P. Morgan will monitor and review its information security program and revise it, as necessaryand in its sole discretion, to ensure it appropriately addresses any reasonably foreseeable andapplicable legal and regulatory requirements. J.P. Morgan shall periodically test and audit itsinformation security program. If J.P. Morgan accesses the Customer's computer system, J.P.Morgan agrees to provide such information security as is commercially and reasonably necessaryto prevent the unauthorized use or disruption of the Customer's computer system.

(d)J.P. Morgan shall respond to the Customer's reasonable requests for information concerning J.P. Morgan's informationsecurity program and, upon request, J.P. Morgan will provide a high-level summary of its applicable policies andprocedures, to the Customer, to the extent it is able to do so without divulging sensitive, proprietary, or J.P. Morgan’sconfidential information. Upon reasonable request, J.P. Morgan shall discuss with the Customer the information securityprogram of J.P. Morgan and/or provide a high-level presentation summarizing such program. J.P. Morgan also agrees, whenrequested (such request not to occur more often than once every two (2) years), to complete any security questionnaireprovided by the Customer and return it in a commercially reasonable period of time. The Customer acknowledges thatcertain information provided by J.P. Morgan, including internal policies and procedures, may be proprietary to J.P. Morgan,and agrees to protect the confidentiality of all such materials it receives from J.P. Morgan under the terms of this agreement.J.P. Morgan agrees (i) to resolve any applicable control deficiencies that do not meet the standards established by federaland state privacy and data security laws, rules, regulations related to J.P. Morgan's information security program, and (ii) todiscuss with Customer any applicable control deficiencies that do not meet industry standards related to J.P. Morgan'sinformation security program, in either case as identified through the completion of the questionnaire or otherwise.

(e) J.P. Morgan shall notify Customer without undue delay in the event that J.P. Morgan confirms aSecurity Incident and provide details regarding a Security Incident, unless otherwise prohibitedby Applicable Law or otherwise instructed by a law enforcement or supervisory authority. J.P.Morgan will take reasonable steps to mitigate the effects of the Security Incident and reasonablycooperate with Customer in investigating the Security Incident.

(f) The Customer will maintain written cybersecurity policies and procedures which implementcommercially reasonable administrative, technical, and physical safeguards that are aligned withindustry security standards and that, among other things, protect against anticipated threats orhazards to the security or integrity of their respective systems and data. Such cybersecurity policyand procedures shall require that all Confidential Information be encrypted in transit and at rest.

(g) This provision will survive termination or expiration of the



Agreement in accordance with Section 5.7.(g).(h) The Customer and J.P. Morgan will be responsible for the obtaining, proper functioning,

maintenance and security of its own services, software, connectivity and other equipment.3.6. Recording of Telephone Communications.

Either party may record any of their telephone communications.



4. FEES AND EXPENSES OWING TO J.P. MORGAN4.1. Fees and Expenses.

(a) The Customer will pay J.P. Morgan for the Services such fees as may be agreed upon by theparties in advance and in writing from time to time, together with J.P. Morgan’s reasonable out-of-pocket expenses or incidental expenses, including, market data charges, pricing vendorscharges, and costs incurred by J.P. Morgan in determining the value of assets. In addition to thefees provided for in the immediately preceding sentence, the Customer shall be responsible forthe payment of all governmental or similar fees, charges, taxes, duties and imposts levied in or byany relevant authority on or in respect of the Customer or a Fund, which are incurred by J.P.Morgan with regard to the Services. Upon request by the Customer, J.P. Morgan shall provide theCustomer with receipts, invoices or other appropriate written evidence reasonably satisfactory tothe Customer confirming any expense for which payment or reimbursement is being soughtunder this Section.

(b) J.P. Morgan may propose reasonable amendments to the fees at any time (subject to advancenotice and Customer agreement) should either (i) the Funds’ actual investment portfolio and/ortrading activity differ significantly from the assumptions used to develop J.P. Morgan’s feeproposal or (ii) the Customer’s service requirements change, or (iii) there is a change inApplicable Law that results in a change to the Services, or an increase in J.P. Morgan’s costs orrisk associated with provision of the Services, as set forth in further detail in Section 2.6(c)hereof. If such amendments are mutually satisfactory, the fee schedule will be amendedaccordingly. For the avoidance of doubt,J.P. Morgan may cease to provide the affected Service upon the passing of a reasonable period oftime to allow the Customer to transition such Services to another service provider if the partiesare not able to mutually agree on such amendments.

(c) Invoices will be payable within sixty (60) days following receipt of the invoice. If the Customerdisputes an invoice, it shall nevertheless pay, on or before the date that payment is due, suchportion of the invoice that is not subject to a bona fide dispute. J.P. Morgan may deduct amountsinvoiced from the Cash Account except such portion of the invoice that the Customer hasobjected to in writing within sixty (60) days of the date of invoice (or such other period as theparties may agree in writing or other agreed to communication detailed in the SLD). J.P. Morganagrees that this provision applies to each applicable Fund separately and that under ApplicableLaw J.P. Morgan may not exercise such rights against the assets of any Fund to satisfy theLiabilities of another Fund. Without prejudice to J.P. Morgan’s other rights, J.P. Morgan reservesthe right to charge interest on overdue amounts except such portion of the invoice that theCustomer has objected to within sixty (60) days following the receipt of the invoice (or suchother period as the parties may agree in writing) from the due date until actual payment at suchrate as J.P.



Morgan customarily charges for similar overdue amounts, which shall be notified to theCustomer at the relevant time.

(d) If Customer requests that J.P. Morgan repeat its performance of any of the Services, other than as aresult of an error by J.P. Morgan, then Customer shall compensate J.P. Morgan at the relevant ratesmutually agreed upon by the parties for such Services in accordance with Section 4.1.(a).

(e) The Customer shall compensate J.P. Morgan at its customary hourly rates, for any additional workrequired to re-process any incorrect or incomplete information, or for remediation efforts neededto correct any error in information, transitioned to it from or at the direction of the Customer, aFund, the Investment Advisor or a prior administrator.



5. ADDITIONAL PROVISIONS5.1. Representations of the Customer and J.P. Morgan.

(a) The Customer represents, warrants and covenants that (i) assuming execution and delivery of thisAgreement by J.P. Morgan, this Agreement is the Customer’s legal, valid and binding obligation,enforceable against the Customer in accordance with its terms, (ii) it has full power and authority toenter into and has taken all necessary corporate action to authorize the execution of this Agreement,(iii) to the best of Customer’s knowledge, there is no material administrative, civil or criminalproceeding pending against the Customer or the Investment Adviser, (iv) except for the representationsoutlined in Section 5.1.(b), it has not relied on any oral or written representation made by J.P. Morganor any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent theduties of J.P. Morgan, and(v) no Instruction by the Customer or its Authorized Persons will knowingly contravene Applicable

Law.J.P. Morgan may rely upon the representations or certification of such other facts as may be required toadminister J.P. Morgan’s obligations under this Agreement.

(b) J.P. Morgan represents and warrants that (i) assuming execution and delivery of this Agreement by theCustomer, this Agreement is J.P. Morgan’s legal, valid and binding obligation, enforceable against J.P.Morgan in accordance with its terms (ii) it has full power and authority to enter into and has taken allnecessary corporate action to authorize the execution of this Agreement; (iii) to the best of J.P.Morgan’s knowledge, there is no material administrative, civil or criminal proceeding pending againstJ.P. Morgan which would have a material effect on the provision of the Services; (iv) any and allinformation J.P. Morgan provided to Customer or its representatives in connection with the Customer'sevaluation of J.P. Morgan's experience and capabilities to provide the Services was at the time it wasprovided true, correct and complete in all material respects; and (v) it has established and maintains andenforces written policies and procedures reasonably designed to prevent material and intentionalviolations of Applicable Law relating to J.P. Morgan's duties as a service provider hereunder, includingU.S. federal securities laws prohibiting unlawful use and disclosure of material, non-public informationregarding an issuer (such as a Fund) or a security (such as a Fund’s shares). To the extent permitted byApplicable Law, J.P. Morgan makes no representations or warranties of any kind, whether express orimplied, concerning any of the Reports or the Services.

5.2. The Customer to Provide Certain Information to J.P. Morgan.(a) The Customer shall provide to J.P. Morgan a copy of a Fund’s Governing Documents and

Offering Documents. Customer also shall provide to J.P. Morgan a copy of any amendments to aFund’s Governing Documents and Offering Documents. If any such amendment is inconsistentwith the terms and conditions of this Agreement, J.P. Morgan shall not be required to act inaccordance with the amendment until the Change Control process in Section 2.6



has been completed.(b) The Customer will promptly provide J.P. Morgan such other information as J.P. Morgan may

reasonably request, including but not limited to (i) the Customer's or Fund’s current audited andunaudited financial statements, (ii) any contracts or regulatory documents that relate to theServices,(iii) information about the Customer’s or the Fund’s assets.

(c) J.P. Morgan shall be entitled to rely on information provided by the Customer, a Fund, theInvestment Adviser and other service providers of the Customer or the Investment Adviser, andshall not be required to independently review or validate such information.



5.3. U.S. Regulatory Disclosure; Certain Information of the Customer.(a) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required

to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires J.P. Morgan toimplement reasonable procedures to verify the identity of any person that opens a new accountwith it. Accordingly, the Customer acknowledges that Section 326 of the USA PATRIOT Act andJ.P. Morgan’s identity verification procedures require J.P. Morgan to obtain information whichmay be used to confirm the Customer’s and a Fund’s identity, including, without limitation, theCustomer’s and a Fund’s name, address and organizational documents (“IdentifyingInformation”). The Customer agrees to provide J.P. Morgan with and consents to J.P. Morganobtaining from third parties any such Identifying Information required as a condition of openingan account with or using any service provided by J.P. Morgan.

(b) The Customer hereby acknowledges that J.P. Morgan is obliged to comply with AML/SanctionsRequirements and that, provided J.P. Morgan satisfies the J.P. Morgan Standard of Care, J.P.Morgan shall not be liable for any action it or any J.P. Morgan Affiliate reasonably takes tocomply with any AML/Sanctions Requirements, including identifying and reporting suspicioustransactions, rejecting transactions, and blocking or freezing funds, financial assets, or otherassets. The Customer shall cooperate, and shall cause the Funds to cooperate, with J.P. Morgan’sperformance of its due diligence and other obligations concerning AML/SanctionsRequirements. In addition, the Customer agrees that J.P. Morgan may defer acting upon anInstruction pending completion of any review under its policies and procedures for compliancewith AML/Sanctions Requirements, and that, provided J.P. Morgan satisfies the J.P. MorganStandard of Care, J.P. Morgan shall not be responsible for any Liabilities resulting from orrelating to such deferral. To the extent permitted by Applicable Law, J.P. Morgan will notify theCustomer as soon as reasonably practicable, if J.P. Morgan defers acting upon any Instructionpursuant to this Section.

5.4. Redistribution of Data from Third Parties.The Reports and other output from the Services provided by J.P. Morgan to the Customer under thisAgreement may contain data licensed from Information Providers. Unless agreed otherwise in writingby the parties with respect to any specific Information Provider, J.P. Morgan shall be responsible forlicensing such data at its own costs as necessary or desirable for the performance of its obligationsunder this Agreement. Such data is the intellectual property of those Information Providers and issubject to restrictions on use contained in the license agreement between the Information Provider andJ.P. Morgan, which J.P. Morgan cannot unilaterally change. J.P. Morgan will promptly notify theCustomer of any such restrictions that may affect the Customer’s use of such data to the extentprovided herein, and shall use prompt and best efforts to notify the Customer if the InformationProvider adds additional restrictions on the



use of such data. Customer acknowledges that its continued use of such data as provided herein shallconstitute Customer's acceptance of the revised usage restrictions, provided, however, that anyredistribution of such data or information derived therefrom may require a separate license from therelevant Information Providers. For the avoidance of doubt, any restrictions or limitations regarding theuse of such data is not intended by J.P. Morgan to supersede any rights Customer may have to use suchdata based on its own agreements with such Information Providers.

5.5. Intellectual Property Rights.(a) As between the Customer and J.P. Morgan, the Intellectual Property Rights in and to any

documentation or other materials provided by the Customer and maintained by J.P. Morgan forthe Customer (“Customer Materials”), shall be owned by the Customer and remain subject tothe



terms and conditions of this Agreement. The Customer grants to J.P. Morgan a non-exclusive,royalty free, fully-paid, sub-licensable, worldwide right and license to use, adapt, display,modify, merge, reproduce, translate and create derivative works from the Customer Materials asmay be necessary or beneficial for the performance by J.P. Morgan of its obligations or theexercise of its rights under this Agreement and solely for the benefit of the Customer or asrequired pursuant to Applicable Law or J.P. Morgan’s record retention policies. The Customerhereby represents, warrants and covenants that the Customer Materials and J.P. Morgan’s usethereof shall not infringe upon or otherwise violate the Intellectual Property Rights of any thirdparty.

(b) The Customer acknowledges that the Intellectual Property Rights in and to any and all of J.P.Morgan’s methodologies, processes, working documents, know-how and techniques of any kinddeveloped, created or used in connection with this Agreement are owned by J.P. Morgan.

5.6. Insurance.(a) The Customer acknowledges that J.P. Morgan will not be required to maintain any insurance

coverage specifically for the benefit of the Customer. J.P. Morgan will, however, providesummary information regarding its own general insurance coverage to the Customer upon writtenrequest.

(b) J.P. Morgan will maintain insurance protection which is required under Applicable Law or whichJ.P. Morgan deems advisable to cover its duties and responsibilities generally as a fundadministrator under this Agreement.

5.7. Confidentiality.(a) Subject to Section 5.7.(b), J.P. Morgan will hold all Confidential Information in confidence and

use reasonable efforts to ensure that any J.P. Morgan Affiliate or Subcontractor used by J.P.Morgan to provide services to the Customer has reasonable procedures to keep such ConfidentialInformation in confidence and will not disclose any Confidential Information except as may berequired by Applicable Law, a regulator with jurisdiction over J.P. Morgan's business, to enforcethe terms of this Agreement or with the consent of the Customer. J.P. Morgan will secure andprotect the Confidential Information from unauthorized use or disclosure by using at least thesame degree of care as J.P. Morgan employs to avoid unauthorized use of or disclosure of its ownconfidential information, but in no event less than reasonable care. J.P. Morgan shall notduplicate or republish any material containing the Confidential Information except for purposesof or in relation to the performance of its obligations under this Agreement. ConfidentialInformation may not be used byJ.P. Morgan or any of J.P. Morgan Affiliates, officers, directors,



agents, professional advisors, Subcontractors and employees, other than for the purposescontemplated by or otherwise permitted by this Agreement. J.P. Morgan represents that it will not(i) purchase or sell any portfolio securities contained in the Confidential Information on the basisof any information contained in, or as a result of being identified in, Confidential Information;(ii) use the Confidential Information to trade against the Customer or to knowingly engage in anytrading practices that are adverse to the Customer; and (iii) not permit any of the ConfidentialInformation to be disclosed to any entity that competes with the Customer, the Adviser/Administrator, a Fund or any products thereof, unless otherwise authorized or instructed by theCustomer.

(b) The Customer authorizes J.P. Morgan to disclose Confidential Information to:(i) any Subcontractor, agent, securities exchange, broker, proxy solicitor, issuer, service provider,

vendor or any other person that J.P. Morgan believes is reasonably required in connectionwithJ.P. Morgan's provision of relevant Services under this Agreement;



(ii) its and any J.P. Morgan Affiliate's professional advisors, auditors and public accountants;(iii) its branches and any J.P. Morgan Affiliate that J.P. Morgan believes is reasonably required in

connection with J.P. Morgan’s provision of relevant Services under this Agreement;(iv) any revenue authority or any governmental entity in relation to the processing of any tax claim;

and(v) any regulatory authority having jurisdiction over the Customer upon the request of such

regulator.(c) The Confidential Information will remain the property of the Customer. Nothing contained in this

Article will be construed as obligating the Customer to disclose its Confidential Information toJ.P. Morgan, or as granting to or conferring on J.P. Morgan, expressly or by implication, anyrights or license to the Confidential Information of the Customer. Any such obligation or grantwill only be as provided by other provisions of this Agreement.

(d) In the event of a breach or anticipated breach of this Agreement, J.P. Morgan agrees that theCustomer shall have the right to seek injunctive relief in any court of competent jurisdiction,without any requirement of posting bond, demonstrating the fact that monetary damages or otherrelief would not be adequate remedies, and the availability of monetary damages or other reliefshall not be asserted as a reason not to grant such injunctive relief.

(e) To the extent J.P. Morgan is required to disclose Confidential Information by Applicable Law, J.P.Morgan shall:

(i) where legally permitted to do so, give reasonable and prompt advance notice of such disclosurerequirement to the Customer; and

(ii) upon the Customer’s request, J.P. Morgan will use reasonable efforts to obtain assurances fromthe relevant authority that confidential treatment will be accorded to the information that isrequired to be disclosed.

(f) Notwithstanding anything to the contrary in Section 5.7.(e), J.P. Morgan may disclose any of theConfidential Information provided by the Customer to any bank regulatory authority havingjurisdiction over J.P. Morgan upon the request of the bank regulatory authority without having toprovide the Customer with notice of any kind.

(g) Return or Destruction.



(i) As requested by the Customer and subject to Section 2.4.(b), during the term of thisAgreement, J.P. Morgan will return or provide the Customer a copy of any designatedConfidential Information of the Customer.

(ii) Upon Customer’s request, J.P. Morgan will, upon cessation of work, completion of itsobligations associated with such information under this Agreement or upon any earliertermination of this Agreement for any reason whatsoever, return, destroy or renderunusable, and discontinue the use of, all copies of materials containing the Customer’sConfidential Information and to the extent reasonably practicable, all notes, memoranda,compilations, derivative works, data files or other materials prepared by or on behalf of J.P.Morgan that



contain or otherwise reflect or refer to Confidential Information of the Customer, except tothe extent:

(A) that this Agreement provides for J.P. Morgan to continue to use or retain items thatconstitute or contain the Customer's Confidential Information after the date ofexpiration or termination; or

(B) otherwise required to comply with Applicable Law, J.P. Morgan's policies andprocedures existing from time to time or defend or pursue claims arising under thisAgreement.

(iii) At the Customer's request, J.P. Morgan will certify in writing that it has handled ConfidentialInformation pursuant to Applicable Law and J.P. Morgan’s policies and procedures.

(h) Subject to Section 2.4.(b), J.P. Morgan’s obligations under this Section 5.7 will survivetermination or expiration of the Agreement as follows:(i) As to any portion of Confidential Information that constitutes a trade secret under Applicable

Law, the obligations will continue for as long as such information is deemed a trade secretunder Applicable Law; and

(ii) As to all other Confidential Information belonging to the Customer the obligations willsurvive for three (3) years after the termination of this Agreement with respect to suchCustomer.

5.8. Use of a Party’s Name.(a) The Customer agrees not to use (or permit the use of) J.P. Morgan’s name in any public document,

publication or publicity material relating to the Customer, including but not limited to notices,sales literature, stationery, advertisements, etc., without the prior written consent of J.P. Morgan(which consent shall not be unreasonably withheld), provided that no prior consent is needed ifthe document in which J.P. Morgan’s name is used merely states that J.P. Morgan is acting asadministrator to the Customer or as sub-sub-administrator to a Fund.

(b) J.P. Morgan agrees not to use (or permit the use of) the Customer's or a Fund’s name in anydocument, publication or publicity material relating to J.P. Morgan or a J.P. Morgan Affiliate,including, but not limited to, notices, sales literature, stationery, advertisements, etc., without theprior written consent of the Customer (which consent shall not be unreasonably withheld),provided that no prior consent is needed for J.P. Morgan to use the Customer's name merely tostate that J.P. Morgan is acting as administrator to the Customer or as sub-sub-administrator to aFund in connection with a regulatory request or filing.



6. WHEN J.P. MORGAN IS LIABLE TO THE CUSTOMER6.1. Standard of Care; Liability.

(a) J.P. Morgan will perform Services (i) with reasonable care, prudence, and diligence and in goodfaith, (ii) without negligence, fraud, willful misconduct or willful omission, and at least at thesame standard of care as J.P. Morgan provides for itself and/or J.P. Morgan Affiliates with respectto similar services, (iii) in a manner that is reasonably designed to meet J.P. Morgan's obligationsunder this Agreement, and (iv) with the level of skill and care which would be expected from a



reasonably skilled, experienced, and industry leading professional provider of the Services ("J.P.Morgan's Standard of Care").

(b) Subject to Section 6.2, J.P. Morgan will only be liable for the Customer’s or a Fund’s directLiabilities to the extent they result from the breach of J.P. Morgan’s Standard of Care inperforming its duties as set out in this Agreement or the breach of any representations, warrantiesor the confidentiality obligations set forth in Section 5.7.

(c)The Customer will indemnify the J.P. Morgan Indemnitees against, and hold them harmless from, any Liabilities that maybe imposed on, incurred by or asserted against any of the J.P. Morgan Indemnitees in connection with or arising out of J.P.Morgan’s performance under this Agreement, provided that the J.P. Morgan Indemnitee has satisfied the J.P. MorganStandard of Care in connection with the Liabilities in question. J.P. Morgan shall, to the extent practicable, use reasonablecare to provide prompt notice to the Customer of the circumstances and all pertinent facts related to a claim forindemnification, it being understood that a failure to notify shall not serve to limit Customer's obligation to indemnify theJ.P. Morgan Indemnitees hereunder.

(d) The J.P. Morgan Indemnitees shall each use commercially reasonable efforts to mitigate anyLiability for which it seeks indemnification under this Agreement (provided, however, thatexpenses reasonably incurred with respect to such mitigation shall be Liabilities subject toindemnification hereunder). A J.P. Morgan Indemnitee shall notify the Customer in writingpromptly after determining that it will seek indemnity under this Section 6.1 for any litigation orproceeding brought against such J.P. Morgan Indemnitee.

(e) Subject to Section 6.2, J.P. Morgan will indemnify the Customer Indemnitees against, and holdthem harmless from, any Liabilities that are not attributable to the negligent or fraudulent acts oromissions of the Customer Indemnitees which may be imposed on, incurred by, or assertedagainst a Customer Indemnitee resulting directly from J.P. Morgan’s failure to meet J.P. Morgan’sStandard of Care in the performance of its obligations or duties under this Agreement, andprovided that, in each case, to the extent practicable, the Customer uses reasonable care toprovide prompt notice to J.P. Morgan of the circumstances and all pertinent facts related to theclaim for indemnification, it being understood that a failure to notify shall not serve to limit J.P.Morgan's obligation to indemnify the Customer Indemnitees hereunder. For the avoidance ofdoubt, subject to Section 6.2, J.P. Morgan will indemnify the Customer Indemnities for anyLiabilities that are (i) not attributable to the negligent or fraudulent acts or omissions of theCustomer Indemnitees and(ii) paid out of the pocket of a Customer Indemnitee that result directly from J.P. Morgan’s failureto meet J.P. Morgan’s Standard



of Care in the performance of its obligations or duties under this Agreement.6.2. Limitations of Liability.

(a) Under no circumstances will J.P. Morgan be liable for (i) any loss of profits (whether direct orindirect); or (ii) any indirect, incidental, consequential or special damages of any form, incurredby any person or entity, whether or not foreseeable and regardless of the type of action in whichsuch a claim may be brought, with respect to J.P. Morgan’s performance or non-performanceunder this Agreement.

(b) Under no circumstances will the Customer, an Adviser/Administrator or a Fund be liable for (i)any loss of profits (whether direct or indirect); or (ii) any indirect, incidental, consequential orspecial damages of any form, incurred by any person or entity, whether or not foreseeable andregardless of



the type of action in which such a claim may be brought, with respect to the Customer’s,Adviser’s or Fund’s acts or omissions under this Agreement, provided that this Subsection 6.2(b)shall not apply to any Liability owing to a third party (other than a J.P. Morgan Affiliate orSubcontractor) asserting a claim against J.P. Morgan for which J.P. Morgan is entitled to beindemnified under this Agreement.

(c) Under no circumstances will J.P. Morgan be liable for (i) any Liabilities suffered by any person asa result of the failure of any of the Dependencies to be met; (ii) the assumptions made by J.P.Morgan in good faith in preparing a Report proving to be incorrect, inaccurate or inapplicable orany assumption which could or should have been made not being made; (iii) any Liabilitiesarising as a consequence of the Customer using, or providing to any other person to use, anyReport or information in or derived from or based on any Report, to make decisions (includingInvestment Decisions) in respect of the Customer; or (iv) any Liabilities suffered by any personrelating to any decisions made by J.P. Morgan in complying with the AML/SanctionsRequirements.

(d) Notwithstanding any provision herein that may be to the contrary, the maximum aggregateliability of J.P. Morgan Indemnitees in respect of any and all claims of any kind arising out of, inconnection with or relating to this Agreement or the provision of the Services, regardless of theform of action (including breach of warranty, breach of contract, tort, negligence, strict liabilityor statutory) or type of damages, in respect of any calendar year, shall not exceed an aggregateamount equal to five times (5 x) the total annual administration fee paid by the Customer underthis Agreement provided that the liability cap provisions of this Subsection 6.2(d) shall not applyto an error by J.P. Morgan in calculating the net asset value of a Fund.

6.3. Force Majeure.(a) J.P. Morgan will maintain and update from time to time business continuation and disaster

recovery procedures with respect to the services and its global business that it determines fromtime to time meet reasonable commercial standards (“Business Continuity Plan” or “BCP”) andperiodically test a written Business Continuity Plan that is reasonably designed to enable J. P.Morgan to effect the recovery and, as contemplated by the BCP, continuity of its key operations,systems and processes in a Force Majeure Event (as defined below). Upon request, J.P. Morganshall provide the Customer with a summary of the Business Continuity Plan. Upon theoccurrence of a Force Majeure Event, J. P. Morgan shall (where and to the extent applicable) usecommercially reasonable efforts to implement the BCP in accordance with its terms. TheCustomer acknowledges that the effectiveness of the BCP is subject to actual implementation ina Force Majeure Event or other disaster situation during which time unforeseen crisis and criticalevents may occur



that would affect the effectiveness of the BCP.(b) Upon reasonable request, J.P. Morgan shall discuss with the Customer any BCP of J.P. Morgan

and/or provide a high-level presentation summarizing such procedures. Neither party (“AffectedParty”) will be liable, however, for any Liabilities of any nature that the other party or any thirdparty may suffer or incur, caused by an act of God, fire, flood, epidemics, earthquakes or otherdisasters, civil or labor disturbance, war, terrorism, act of any governmental authority or other actor threat of any authority (de jure or de facto), nationalization, expropriation, legal constraint,fraud, theft or forgery (other than on the part of the Affected Party or its employees), cyber-attack, malfunction of equipment or software (except where such malfunction is primarily anddirectly attributable to the Affected Party’s negligence in maintaining the equipment or software),currency re-denominations, currency restrictions, failure of or the effect of rules or operations ofany external funds transfer system, inability to obtain (or interruption of) externalcommunications facilities,



power failures or any other cause beyond the reasonable control of the Affected Party (including,without limitation, the non-availability of appropriate foreign exchange) (a “Force MajeureEvent”); provided that the Affected Party has not contributed to the Liability by acting withnegligence, fraud or willful misconduct or by failing to use commercially reasonable efforts tomitigate any such Liabilities, including by using commercially reasonable efforts to implement arelevant BCP in accordance with its terms.

(c) J.P. Morgan will not be entitled to any additional payments from the Customer for costs orexpenses incurred by J.P. Morgan as a result of any Force Majeure Event.

6.4. J.P. Morgan May Consult with Counsel.J.P. Morgan shall exercise reasonable care in the selection and appointment of professional advisersand subject thereto will be entitled to rely on, and may act upon the advice of professional advisors(which may be the professional advisors of the Customer, a Fund or the Investment Adviser), at itsown expense, in relation to matters of law, regulation or market practice.

6.5. J.P. Morgan Provides Diverse Financial Services and May Generate Profits as a Result.Provided that nothing in this provision shall be taken as authorizing J.P. Morgan to contravene anyApplicable Laws, the Customer hereby authorizes J.P. Morgan to act under this Agreementnotwithstanding that: (a) J.P. Morgan or any of its divisions, branches or J.P. Morgan Affiliates mayhave a material interest in transactions entered into by the Customer or a Fund or that circumstances aresuch that J.P. Morgan may have a potential conflict of duty or interest, including the fact that J.P.Morgan orJ.P. Morgan Affiliates may act as a market maker in the markets in which a Fund participates, providebrokerage services to other customers, act as financial adviser to the issuer of securities in which aFund invests, act in the same transaction as agent for more than one customer, have a material interestin the issue of securities; or earn profits from any of the activities listed herein and (b) J.P. Morgan orany of its divisions, branches or J.P. Morgan Affiliates may be in possession of information tending toshow that the Instructions received may not be in the best interests of the Customer or a Fund. J.P.Morgan is not under any duty to disclose any such information to the Customer or to a Fund. Nothingin the foregoing shall release J.P. Morgan from any obligation to perform the Services under thisAgreement or to treat the Customer fairly in connection with the performance of the Services.

7. TERM AND TERMINATION7.1. Term and Termination.

This Agreement shall be in effect for an initial term of five (5) years from



the date of this Agreement (the “Initial Term”). Following the Initial Term, this Agreement shall be ineffect until a valid termination notice is given by the Customer or J.P. Morgan upon at least onehundred and eighty (180) days’ prior notice.

7.2. Other Grounds for Termination.(a) Either party may terminate this Agreement immediately upon written notice to the other party

following the occurrence of any of the following:(i) the other party committing any material breach of this Agreement and failing to remedy such

breach (if capable of remedy) within sixty (60) days of being given written notice of the



material breach, unless the parties agree to extend the period to remedy the breach or theparties agree in writing to shorten the period to remedy the breach;

(ii) the other party (A) admits in writing its inability or is generally unable to pay its debts as theybecome due; (B) institutes, consents to or is otherwise subject to the institution of anyproceeding under title 11 of the United States Code, as in effect from time to time, or anyother liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,composition with creditors, wind-down, moratorium, rearrangement, receivership,insolvency, reorganization, or similar debtor relief law of the United States or otherapplicable jurisdiction from time to time in effect and affecting the rights of creditors,generally; (C) is subject to an involuntary order for the transfer of all or part of its businessby a statutory authority; (D) has any of its issued shares suspended from trading on anyexchange on which they are listed (if applicable), or (E) is the subject of a measure similar toany of the foregoing; or

(iii) the relevant federal or state authority withdrawing its authorization of either party.(iv) If a Force Majeure Event substantially prevents performance of any Services necessary for the

performance of functions reasonably agreed by the parties as critical for more than three (3)consecutive business days, then the Customer may terminate all or any portion of thisAgreement and the Services so affected, as of a date specified by the Customer in a writtennotice of termination to J.P. Morgan, in which case, J.P. Morgan's fees will be equitablyadjusted as necessary to reflect the value of any remaining Services;

(v) At any time (including during the Initial Term), the Customer may elect to remove any Fundfrom this Agreement in connection with the liquidation of the Fund or the merger of a Fundinto another fund, in each case by notifying J.P. Morgan in writing or other mutually agreedcommunication method.

(b) Either party may terminate this Agreement by giving not less than sixty (60) days’ prior writtennotice to the other party in the event that the party in question reasonably determines that therelationship with the other party raises reputational or regulatory concerns.

(c) In the event of the termination of the custody agreement between J.P. Morgan and the Funds ofthe Franklin Templeton mutual fund complex, J.P. Morgan may terminate this Agreement inwhole or in part and cease to provide the Services simultaneously with the transition of the assetsof the Funds to a successor custodian.

7.3. Transition following Termination.



(a) The Customer undertakes to use its best efforts to appoint a new administrative service provideras soon as practicable after receiving a notice of termination, provided that if Customer has nottransitioned to a new administrative service provider as of the date of termination, J.P. Morganwill continue to provide the Services at the fees agreed upon by the Customer and J.P. Morgan.Customer agrees to pay such reasonable expenses and charges as J.P. Morgan and Customer maymutually agree in connection with such transition. Subject to payment of any amount duly owingtoJ.P. Morgan under this Agreement, J.P. Morgan agrees to transfer a copy of such records andrelated supporting documentation held by it under this Agreement, to any replacement providerof the Services or to such other person as the Customer may direct. J.P. Morgan will cooperate inthe transfer of its duties and responsibilities hereunder and will also provide reasonableassistance to its successor, for such transfer, subject to the payment of such reasonable expensesand charges as J.P. Morgan and Customer may mutually agree in connection with suchassistance.



(b) J.P. Morgan will act in accordance with all Instructions delivered to it by the Customer withrespect to such delivery and transition of its responsibilities to a successor fund administrator

provided that such Instructions shall be reasonable and practicable and not in conflict with anyprovision of this Agreement.

8. MISCELLANEOUS8.1. Notices.

Notices pursuant to Section 7 shall be sent or served by registered mail, nationally recognized deliveryservice, courier service or hand delivery to the address of the respective party as set out on the firstpage of this Agreement, unless at least two (2) days’ prior written notice of a new address is given tothe other party in writing.

8.2. Successors and Assigns.This Agreement will be binding on each of the parties’ successors and assigns. The parties agree thatneither party can assign or otherwise transfer any of its rights or obligations under this Agreementwithout the prior written consent of the other party, which consent will not be unreasonably withheld,delayed or conditioned; except that J.P. Morgan may assign this Agreement without the Customer’sconsent (a) to any J.P. Morgan Affiliate or (b) in connection with a merger, reorganization, stock sale orsale of all or substantially all of J.P. Morgan’s fund servicing business.

8.3. Entire Agreement and Amendments.This Agreement, including any Annexes, sets out the entire agreement between the parties inconnection with the subject matter hereof, and this Agreement supersedes any other agreement,statement, or representation relating to the Services under this Agreement, whether oral or written. Theparties may enter into a non-binding SLD on terms agreed by the parties and may vary any SLD byagreement at any time. The SLD will not form part of this Agreement. To the extent inconsistent withthis Agreement, J.P. Morgan’s electronic access terms and conditions shall not apply to matters arisingunder this Agreement. Amendments shall be in writing and signed by both parties.

8.4. Governing Law and Jurisdiction.This Agreement will be construed, regulated and administered under the laws of the United States orthe State of New York, as applicable, without regard to New York’s principles regarding conflict oflaws, except that the foregoing shall not reduce any statutory right to choose New York law or forum.The United States District Court for the Southern District of New York will have the sole and exclusivejurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. Ifthat court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, NewYork County will have sole and exclusive jurisdiction. Either of these courts will have proper venue forany such



lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as aforum. The parties agree to submit to the jurisdiction of any of the courts specified and to acceptservice of process to vest personal jurisdiction over them in any of these courts. The parties furtherhereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by ApplicableLaw, any right to statutory prejudgment interest and a trial by jury with respect to any such lawsuit orjudicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. Tothe extent that in any jurisdiction the Customer may now or hereafter be entitled to claim, for itself orits assets, immunity from suit, execution, attachment (before or after judgment) or other legal process,the Customer shall not claim, and it hereby irrevocably waives, such immunity.



8.5. Severability; Waiver; and Survival.(a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on

the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability ofsuch provision or provisions under other circumstances or in other jurisdictions and of the remainingprovisions will not in anY. way be affected or impaired.

(b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising anypower or right under this Agreement operates as a waiver, nor does any single or partial exercise of anypower or right preclude any other or further exercise, or the exercise of any other power or right. Nowaiver by a party of any provision of this Agreement, or waiver of any breach or default, is effectiveunless it is in writing and signed by the party against whom the waiver is to be enforced.

(c) The parties' rights, protections, and remedies under this Agreement shall survive its tennination.8.6. Counterparts.

This Agreement may be executed in several counterparts each of which will be deemed to be anoriginal and together will constitute one and the same agreement.

8.7. No Third Party Beneficiaries.A person who is not a party to this Agreement shall have no right to.enforce any term of thisAgreement.

FRANKLIN TEMPLETON SERVICES LLC JPMORGAN CHASE BANK, N.A.By: /s/ Laura F. Fergerson By: /s/ Keith SlatteryName: Laura F. Fergerson Name: Keith SlatteryTitle: President Title: Managing Director



25



Annex I List of FundsFund Services Agreement dated January 22, 2020

Name Entity Type Jurisdiction ERISA Benefit PlanAssets (Y/N)

Franklin Templeton US Government Securities II Ltd Bermuda N

Templeton Growth Fund II Limited Cayman N

Alternative Strategies (FT) Ltd Cayman N

Templeton China Opportunities Fund, Ltd Cayman N

Franklin USD Diversified Bond 2021 Fund Cayman N

Franklin Diversified High Yield Global Sukuk 2022 Fund Cayman N

Franklin USD Diversified Bond Fund III Cayman N

Templeton Global Smaller Companies Fund U.S.A. N

TF-Templeton World Fund U.S.A. N

TF-Templeton Foreign Fund U.S.A. N

TIT-Templeton Global Bond Fund U.S.A. N

Templeton Growth Fund, Inc. U.S.A. N



Templeton Emerging Markets Fund U.S.A. N

Templeton Global Income Fund U.S.A. N



TIF-International Equity Series U.S.A. N

FTVIPT-Templeton Developing Markets VIP Fund U.S.A. N

FMSF-Franklin Mutual Beacon Fund U.S.A. N

FMSF-Franklin Mutual Global Discovery Fund U.S.A. N

FMSF-Franklin Mutual European Fund U.S.A. N

FMSF-Franklin Mutual Quest Fund U.S.A. N

FMSF-Franklin Mutual Shares Fund U.S.A. N

Templeton Developing Markets Trust U.S.A. N

FTVIPT-Templeton Foreign VIP Fund U.S.A. N

Templeton Emerging Markets Income Fund U.S.A. N

Templeton Dragon Fund, Inc. U.S.A. N

FMSF-Franklin Mutual Financial Services Fund U.S.A. N

Franklin Universal Trust U.S.A. N

FFRMT-Franklin Floating Rate Master Series U.S.A. N

FCF-Franklin U.S. Government Securities Fund U.S.A. N

FVIT-Franklin Mutual U.S. Value Fund U.S.A. N

FCTFT-Franklin California Intermediate-Term Tax-FreeIncome

U.S.A. N

FNYTFT-Franklin New York Intermediate-Term Tax-Free Income F

U.S.A. N

Franklin Strategic Mortgage Portfolio U.S.A. N



FTFT-Franklin Kentucky Tax-Free Income Fund U.S.A. N

FTFT-Franklin Federal Intermediate-Term Tax-FreeIncome Fund

U.S.A. N

FMST-Franklin California High Yield Municipal Fund U.S.A. N

TMMP-The U.S. Government Money Market Portfolio U.S.A. N

FVIT-Franklin Microcap Value Fund U.S.A. N

FREST-Franklin Real Estate Securities Fund U.S.A. N

FSS-Franklin Strategic Income Fund U.S.A. N

FSS-Franklin Small-Mid Cap Growth Fund U.S.A. N

FMST-Franklin Tennessee Municipal Bond Fund U.S.A. N

FVIT-Franklin Small Cap Value Fund U.S.A. N

TGIT-Templeton Global Balanced Fund U.S.A. N

Franklin Gold And Precious Metals Fund U.S.A. N

FHIT-Franklin High Income Fund U.S.A. N

FCF-Franklin Growth Fund U.S.A. N

FCF-Franklin Utilities Fund U.S.A. N

FCF-Franklin DynaTech Fund U.S.A. N

FCF-Franklin Income Fund U.S.A. N

FUSGMF-Franklin U.S. Government Money Fund U.S.A. N

Franklin California Tax-Free Income Fund U.S.A. N



Franklin New York Tax-Free Income Fund U.S.A. N

Franklin Federal Tax-Free Income Fund U.S.A. N

FTFT-Franklin Massachusetts Tax-Free Income Fund U.S.A. N

FTFT-Franklin Michigan Tax-Free Income Fund U.S.A. N

FTFT-Franklin Minnesota Tax-Free Income Fund U.S.A. N

FTFT-Franklin Ohio Tax-Free Income Fund U.S.A. N

FTFT-Franklin Colorado Tax-Free Income Fund U.S.A. N

FTFT-Franklin Georgia Tax-Free Income Fund U.S.A. N

FTFT-Franklin Pennsylvania Tax-Free Income Fund U.S.A. N

FTFT-Franklin High Yield Tax-Free Income Fund U.S.A. N

FIST-Franklin Convertible Securities Fund U.S.A. N

FIST-Franklin Adjustable U.S. Government SecuritiesFund

U.S.A. N

FIST-Franklin Equity Income Fund U.S.A. N

IFT-Money Market Portfolio U.S.A. N

FTFT-Franklin Federal Limited-Term Tax-Free Fund U.S.A. N

FMT-Franklin Rising Dividends Fund U.S.A. N

FTFT-Franklin Missouri Tax-Free Income Fund U.S.A. N

FTFT-Franklin Oregon Tax-Free Income Fund U.S.A. N

FTFT-Franklin Virginia Tax-Free Income Fund U.S.A. N



FTFT-Franklin Alabama Tax-Free Income Fund U.S.A. N

FTFT-Franklin Florida Tax-Free Income Fund U.S.A. N

TGIT-Templeton Emerging Markets Small Cap Fund U.S.A. N

FSS-Franklin Biotechnology Discovery Fund U.S.A. N

FSS-Franklin Natural Resources Fund U.S.A. N

FTVIPT-Franklin Flex Cap Growth VIP Fund U.S.A. N

FIST-Franklin Floating Rate Daily Access Fund U.S.A. N

FGT-Franklin Emerging Market Debt Opportunities Fund U.S.A. N

TIF-Foreign Smaller Companies Series U.S.A. N

FIST-Franklin Managed Income Fund U.S.A. N

FGT-Franklin International Small Cap Fund U.S.A. N

FIST-Franklin Total Return Fund U.S.A. N

FSS-Franklin Growth Opportunities Fund U.S.A. N

FTFT-Franklin Arizona Tax-Free Income Fund U.S.A. N

FSS-Franklin Small Cap Growth Fund U.S.A. N

FTFT-Franklin Connecticut Tax-Free Income Fund U.S.A. N

FTFT-Franklin Louisiana Tax-Free Income Fund U.S.A. N

Franklin Limited Duration Income Trust U.S.A. N

Templeton China World Fund U.S.A. N



FTFT-Franklin Maryland Tax-Free Income Fund U.S.A. N

FTFT-Franklin North Carolina Tax-Free Income Fund U.S.A. N

FTFT-Franklin New Jersey Tax-Free Income Fund U.S.A. N

FTVIPT-Franklin Growth and Income VIP Fund U.S.A. N

FTVIPT-Franklin Global Real Estate VIP Fund U.S.A. N

FTVIPT-Templeton Global Bond VIP Fund U.S.A. N

FTVIPT-Franklin Income VIP Fund U.S.A. N

FTVIPT-Franklin U.S. Government Securities VIP Fund U.S.A. N

FTVIPT-Franklin Rising Dividends VIP Fund U.S.A. N

FTVIPT-Templeton Growth VIP Fund U.S.A. N

FTVIPT-Franklin Small-Mid Cap Growth VIP Fund U.S.A. N

FTVIPT-Franklin Large Cap Growth VIP Fund U.S.A. N

FTVIPT-Franklin Mutual Global Discovery VIP Fund U.S.A. N

FTVIPT-Franklin Mutual Shares VIP Fund U.S.A. N

FTVIPT-Franklin Small Cap Value VIP Fund U.S.A. N

FTVIPT-Franklin Strategic Income VIP Fund U.S.A. N

FIST-Franklin Real Return Fund U.S.A. N

FIST-Franklin Low Duration Total Return Fund U.S.A. N

FSS-Franklin Select U.S. Equity Fund U.S.A. N



TIF-Global Equity Series U.S.A. N

FGT-Franklin International Growth Fund U.S.A. N

TGIT-Templeton Frontier Markets Fund U.S.A. N

TIT-Templeton Global Total Return Fund U.S.A. N

FTVIPT-Franklin VolSmart Allocation VIP Fund U.S.A. N

TIT-Templeton Emerging Markets Bond Fund U.S.A. N

FMSF-Franklin Mutual International Fund U.S.A. N

TIT-Templeton International Bond Fund U.S.A. N

FFAS-Franklin Payout 2019 Fund U.S.A. N



FSS-Franklin Flexible Alpha Bond Fund U.S.A. N

FFRMT-Franklin Floating Rate Income Fund U.S.A. N

FCF-Franklin Focused Growth Fund U.S.A. N


TF Templeton International - Climate Change Fund U.S.A. N

Franklin Conservative Allocation Age 9-10 Years 529Portfolio

U.S.A. N


U.S.A. N

FFAS-Franklin LifeSmart Retirement Income Fund U.S.A. N



Franklin Founding Funds 529 Portfolio U.S.A. N

FFAS-Franklin LifeSmart 2025 Retirement Target Fund U.S.A. N


FTVIPT-Franklin Allocation VIP Fund U.S.A. N


FFAS-Franklin Corefolio Allocation Fund U.S.A. N

FFAS-Franklin Founding Funds Allocation Fund U.S.A. N

FFAS-Franklin Conservative Allocation Fund U.S.A. N

FFAS-Franklin Moderate Allocation Fund U.S.A. N

FFAS-Franklin Growth Allocation Fund U.S.A. N

Franklin Corefolio 529 Portfolio U.S.A. N

Franklin Growth Allocation Newborn - 4 Years 529Portfolio

U.S.A. N

Franklin Growth 529 Portfolio U.S.A. N

Franklin Income 529 Portfolio U.S.A. N

Franklin Small Mid Cap Growth 529 Portfolio U.S.A. N

Franklin Growth Allocation 529 Portfolio U.S.A. N

Franklin Income Allocation 529 Portfolio U.S.A. N

Franklin Mutual Shares 529 Portfolio U.S.A. N

Templeton Growth 529 Portfolio U.S.A. N



S&P 500 Index 529 Portfolio U.S.A. N

Franklin Conservative Allocation Newborn-4 Years 529Portfolio

U.S.A. N

Franklin Moderate Allocation Newborn-4 Years 529Portfolio

U.S.A. N

Franklin Moderate Allocation Age 9-10 Years 529Portfolio

U.S.A. N


U.S.A. N





FFAS-Franklin NextStep Conservative Fund U.S.A. N

FFAS-Franklin NextStep Moderate Fund U.S.A. N

FFAS-Franklin NextStep Growth Fund U.S.A. N

Franklin Mutual Global Discovery 529 Portfolio U.S.A. N

Templeton Global Bond 529 Portfolio U.S.A. N


NJ Best Trust A U.S.A. N

NJ Best Trust B U.S.A. N

NJ Best Trust C U.S.A. N

NJ Best Trust D U.S.A. N



NJ Best Trust E U.S.A. N

NJ Better Educational Saving Trust U.S.A. N

NJ Best Pooled Equity U.S.A. N

Franklin Growth Allocation Age 9 - 10 Years 529Portfolio

U.S.A. N


U.S.A. N

Franklin Growth Allocation Age 17-18 Years 529Portfolio

U.S.A. N

Franklin Growth & Income Allocation 529 Portfolio U.S.A. N


U.S.A. N


U.S.A. N

Franklin U.S. Government Money 529 Portfolio U.S.A. N

FT Holdings Corporations III U.S.A. N

FT Holdings Corporations IV U.S.A. N

FT Holdings Corporations I U.S.A. N

FT Holdings Corporations II U.S.A. N

Franklin Conservative Allocation Age 5 - 8 Years 529Portfolio

U.S.A. N


U.S.A. N


U.S.A. N

Franklin Conservative Allocation Age 19+ Years 529Portfolio

U.S.A. N

Franklin Moderate Allocation Age 5 - 8 Years 529Portfolio

U.S.A. N




U.S.A. N


U.S.A. N

Franklin Moderate Allocation Age 19+ Years 529Portfolio

U.S.A. N


U.S.A. N


U.S.A. N


U.S.A. N

Franklin Growth Allocation Age 19+ Years 529 Portfolio U.S.A. N

FSS-Franklin Templeton SMACS Series CH U.S.A. N

FSS-Franklin Templeton SMACS Series H U.S.A. N

FSS-Franklin Templeton SMACS Series E U.S.A. N

FSS-Franklin Templeton SMACS Series I U.S.A. N

Franklin USD Diversified Bond IV 2024 Fund A (Qdis)USD

Cayman N

Franklin U.S. Core Equity (IU) Fund U.S.A. N

Franklin International Core Equity (IU) Fund U.S.A. N

Franklin Emerging Markets Core Equity (UI) Fund U.S.A. N

Franklin USD Diversified Bond 2021 Fund II Cayman N

Franklin USD Diversified Bond V 2024 Cayman N

Franklin USD Diversified Bond VI 2024 SP Cayman N



FTFT-Franklin Municipal Green Bond Fund U.S.A. N

Franklin USD Diversified Fixed Tenure Bond SP Cayman N

Franklin USD Diversified Bond VII 2024 SP Cayman N



Annex II Electronic Access1. J.P. Morgan may permit the Customer and its Authorized Persons and other persons designated by the Customer or its

Authorized Persons (collectively “Users”), to access certain electronic systems and applications (collectively, the“Products”) and to access or receive Data (as defined below) electronically in connection with the Agreement. J.P.Morgan may, from time to time, introduce new features to the Products or otherwise modify or delete existing featuresof the Products in its sole discretion. J.P. Morgan shall endeavor to give the Customer reasonable notice of itstermination or suspension of access to the Products, including suspension or cancelation of any User Codes, but maydo so immediately if J.P. Morgan determines, in its sole discretion, that providing access to the Products would violateApplicable Law or that the security or integrity of the Products is known or suspected to be at risk. Access to theProducts shall be subject to the Security Procedure.

2. In consideration of the fees paid by the Customer to J.P. Morgan and subject to any applicable software license inrelation to J.P. Morgan-owned or sublicensed software provided for a particular application and Applicable Law, J.P.Morgan grants to the Customer a non-exclusive, non- transferable, non-sublicensable, limited and revocable license touse (i) the Products for internal business purposes only, and (ii) the information and data made available through theProducts or transferred electronically (the “Data”) for use in Customer’s and its affiliates’ normal course of business,provided that J.P. Morgan may not revoke the Customer’s license to use the Data during the term of this Agreement.For avoidance of doubt, (a) all Data that is comprised of Customer Materials is the property of the Customer and aFund; (b) the Customer and Funds maintain all intellectual property rights in such Customer Materials. Withoutlimiting the use by a Customer, a Fund or its affiliates of Data in the normal course of the business of a Customer or aFund, the Customer may download the Data and print out hard copies for its reference, provided that it does notremove any copyright or other notices contained therein. The license granted herein will permit use by the Users,provided that such use shall be in accordance with the terms of the Agreement, including this Annex. The Customerwill not disclose or distribute (and will cause the Users not to disclose or distribute) to any other party, or allow anyother party to access, inspect or copy the Products or any Data, except that (i) with respect to Products only, asreasonably necessary in the course of Customer’s management or administration and Customer’s Board’s oversight ofthe funds or accounts for which services are provided under this Agreement and, (ii) with respect to Data only, asreasonably necessary in the normal course of business of the Customer, a Fund or its affiliates including but notlimited to, Customer’s management or administration and a Fund’s Board’s oversight of the funds or accounts forwhich services are provided under this Agreement. The Customer acknowledges that elements of the Data, includingprices, Corporate Action information, and reference data, may have been licensed by J.P. Morgan from third partiesand that any use of such Data beyond that authorized by the foregoing license, may require the permission of one ormore third parties in addition to J.P. Morgan. In addition, the Customer and a Fund may disclose Data to anyregulatory authority having jurisdiction over the Customer and a Fund upon the request of such regulator or anyrevenue authority or any governmental entity in relation to the processing of any tax claim. For the avoidance ofdoubt, any restrictions or limitations regarding the use of Data is not intended by J.P. Morgan to supersede any rights aCustomer or Fund may have to use such Data based on its own agreements with any person (including a J.P. MorganAffiliate) who provides software, information or the means of obtaining information on security prices, derivativeprices, security characteristics data, market reference data derivative prices, foreign exchange, credit ratings,performance measurement or any other information obtained by J.P. Morgan in connection with the



Services (including index return providers, security characteristics providers, and value-at-risk providers). .3. The Customer acknowledges that there are security, cyberfraud, corruption, transaction error and access availability

risks associated with using open networks such as the internet to access and use the Products, and the Customerhereby expressly assumes such risks. The Customer is solely responsible for obtaining, maintaining and operating allof its own systems, software (including antivirus software, anti-spyware software, and other internet security software)and personnel necessary for the Customer and its Users to access and use the Products. All such software must beinteroperable withJ.P. Morgan’s software. Each of the Customer and J.P. Morgan shall be responsible for the proper functioning,maintenance and security of its own systems, services, software and other equipment.

4. In cases where J.P. Morgan’s website or the Products are unexpectedly down or otherwise unavailable, J.P. Morganshall, absent a force majeure event, provide other appropriate means for the Customer or its Users to instruct J.P.Morgan or obtain reports from J.P. Morgan. J.P. Morgan shall not be liable for any Liabilities arising out of theCustomer’s use of, access to or inability to use the Products in the absence of J.P. Morgan’s negligence, fraud orwillful misconduct.

5. Use of the Products may be monitored, tracked, and recorded in a manner as permitted by Applicable Law. In using theProducts, the Customer hereby expressly consents to, and will ensure that its Users are advised of and have consentedto, such monitoring, tracking and recording, and J.P. Morgan’s right to disclose data derived from such activity inaccordance with the Agreement, including this Annex. J.P. Morgan shall own all right, title and interest in the datareflecting the Customer usage of the Products or J.P. Morgan’s website (including general usage data and aggregatedtransaction data), provided that J.P. Morgan’s use of such data shall remain, subject to its obligations of confidentialityset forth in this Agreement. For clarity, the foregoing shall not be deemed to give J.P. Morgan ownership of, or anyrights in or to, the Customer’s confidential information (whether or not in aggregated form), the use or disclosure ofwhich shall at all times be subject to Section 5.7 of this Agreement unless otherwise agreed by the parties. Individualsand organizations should have no expectation of privacy unless local law, regulation, or contract provides otherwise.The Customer hereby expressly consents, and will ensure that its Users are advised of and have consented to, J.P.Morgan’s collection, storage, use and transfer (including to or through jurisdictions that do not provide the samestatutory protection as the originating jurisdictions(s)) of their personal data. Any personal data collected through, orin connection with, the Customer’s use of the Products shall be subject to J.P. Morgan’s Privacy Policy (available at:https://www.jpmorgan.com/global/privacy) and Cookies Policy (available at: https://www.jpmorgan.com/global/cookies), each as updated from time to time and incorporated herein by reference.

6. The Customer shall not knowingly upload, post or transmit to or distribute or otherwise publish through the Products orJ.P. Morgan’s web site any materials which (i) restrict or inhibit any other user from using the Products or the website,(ii) are defamatory, offensive, explicit, or indecent, (iii) infringe the rights of third parties including intellectualproperty rights, (iv) contain a virus, Trojan horse, worm, time bomb, cancelbot or other harmful component, or (v)constitute or contain false or misleading information.

7. The Customer shall promptly and accurately designate in writing to J.P. Morgan the geographic location of its Usersupon written request. The Customer shall not access, and shall not permit its Users to access, the service from anyjurisdiction which J.P. Morgan informs the Customer or which the Customer has actual knowledge, that the service isnot authorized for use due to local regulations or laws, including applicable software export rules and regulations.Prior to submitting any document



which designates the Users, the Customer shall obtain from User all necessary consents to enable J.P. Morgan toprocess data concerning that User for the purposes of providing the Products.

8. The Customer will be subject to and shall comply with Applicable Law with regard to its use of the Products, includingApplicable Law concerning restricting collection, use, disclosure, processing and free movement of the Data.

9. The Customer shall be responsible for the compliance of its Users with the terms of this Annex.



APPENDIX ANET ASSET VALUE ERROR CORRECTION POLICY & PROCEDURES

1. DefinitionsAs used in this Appendix A, the following terms shall have the meaning hereinafter stated:

“Fund” means an investment fund for which J.P. Morgan provides NAV calculation services under theAgreement.“Fund Benefit” means a situation where a Fund has either paid insufficient redemption proceeds as a result of anunderstatement of NAV or received excessive subscription proceeds as a result of an overstatement of NAV. Whensuch a Fund Benefit occurs, the individual Unitholders effecting transactions suffer a corresponding loss (a“Unitholder Loss”).“Fund Loss” refers to a situation where a Fund has either paid excessive redemption proceeds as a result of anoverstatement of the NAV or received insufficient subscription proceeds as a result of an understatement of theNAV. When such a Fund Loss occurs, the individual Unitholders effecting transactions received a correspondingbenefit.“Intermediary” means a bank, broker-dealer, other fund or defined contribution plan record keeper throughwhich Shareholders hold Shares.“NAV” shall mean the net value of a Fund’s assets and liabilities.“NAV Error” is defined as one or more errors in the computation of net asset value which, when consideredcumulatively, result in a difference between the originally computed NAV and the corrected NAV of (i) at leastUSD $0.010 (one cent) per Unit with respect to any U.S. or Canadian Fund, or (ii) at least 50 basis points per Unitwith respect to any Bahamian or Cayman Fund. This computation is based upon the actual difference and is notbased upon any rounding of the NAV to the nearest cent per unit.“NAV Error Period” comprises those days during which a NAV Error existed.“Net Fund Loss (Benefit) Amount” means an amount equal to the difference between (i) the aggregate amount of Fund Losses less (ii) theaggregate amount of Fund Benefits arising out of a given NAV Error. This amount shall be a “Net Fund Loss Amount” when a positivenumber and a “Net Fund Benefit Amount” when a negative number.“Per Unit NAV” shall mean the result obtained by dividing a Fund’s NAV by the number of existing Units of theFund. In determining Unit value, fractions will be taken to two or four decimal places, as agreed upon with theCustomer. Unit value shall be determined as of each valuation date before taking into account additions to andwithdrawals from the Fund occurring as of such valuation date.“Per Unit NAV Error” is the difference between the originally computed per Unit NAV, and the amount thatwould have been computed had the errors not occurred.“Unitholder” means a holder of one or more Units.“Units” means the units or shares issued by the Fund.



The term “responsible person” means one or more persons who, by virtue of negligence, fraud, or willfulmisconduct, caused or contributed to an NAV Error.

2. General PrinciplesJ.P. Morgan shall not be liable for any Net Fund Loss Amount in the absence of J.P. Morgan’s negligence, fraud, willfulmisconduct or bad faith. J.P. Morgan shall not be liable for (i) the accuracy or completeness of any information providedto J.P. Morgan by the Investment Adviser or any Information Provider, (ii) values stated by the trustee of any group trust,including common and collective funds (each, a “Group Trust”), which shall be reported at the value stated by the trusteeof the Group Trust (other than when J.P. Morgan is the trustee), (iii) the net asset value or other unit or share value asannounced by any limited partnership, limited liability company, investment company, or other fund or its operator, or (iv)any redemption fees, surrender charges or similar fees or charges imposed on any investment held by the Fund; or (v)NAV errors, as described in Section 3(a) below.J.P. Morgan agrees that it shall be liable to the Customer or Fund for a claim by an Intermediary (as defined above) to theCustomer or Fund for reprocessing costs directly resulting from a NAV Error for which JPM is responsible pursuant to theterms of this agreement, provided that the maximum aggregate liability for any single particular NAV Error of J.P. Morganin respect of any and all claims of any kind arising out of, in connection with or relating to this paragraph with respect tosuch single particular NAV error, regardless of the form of action (including breach of warranty, breach of contract, tort,negligence, strict liability or statutory) or type of damages, shall not exceed an aggregate amount of USD $100,000.

3. Error Correction ProceduresThe following procedures will be utilized by J.P. Morgan with respect to NAV Error corrections:

(a) If the error in the computation of the net asset value does not constitute a NAV Error, no action shall be takenunless regulatory requirements specify otherwise.

(b) If a NAV Error occurs with respect to a particular Fund and the Per Unit NAV Error is less than ½ of 1% (onehalf of one percent) of the originally computed Per Unit NAV,J.P. Morgan, on behalf of the Fund, will determine whether total Fund Losses exceeded total FundBenefits for the NAV Error Period. If the Fund incurred a net loss, the Fund will be responsible forobtaining reimbursement for such loss from the responsible person or persons. If the Fund had a netbenefit, no action need be taken; however, such net benefit should not be carried forward to any analysesperformed in the future for other NAV Errors that may arise.

(c) If a NAV Error occurs with respect to a particular Fund and the Per Unit NAV Error equals or exceeds ½ of 1%(one half of one percent) of the originally computed Per Unit NAV, 1) account adjustments should be

made to compensate Unitholders for Unitholder Losses, and 2) the Fund will be responsible for obtainingreimbursement for such loss from the responsible person or persons for Fund Losses.

(i) With respect to individual Unitholder Losses, the Fund will be responsible for causing the Fund (orresponsible party) to pay to individual Unitholders any additional redemption proceeds owed and

either refund excess subscription monies paid or credit the Unitholder account as of the date of theNAV Error, for additional Units. Nevertheless, no correction of a given individual Unitholder account

shall be made unless the applicable Unitholder Loss for such Unitholder equals or exceeds a deminimis amount of USD $10 and CAD $25 for Canadian Funds.



(ii) With respect to Fund Losses, the Fund will be responsible for causing either the responsible person orpersons or at the Fund’s discretion, the individual Unitholders to reimburse the Fund for the amountof the Fund Losses. (Note that there is no netting of Fund Losses (as described in (b) above) where

the error equals or exceeds½ of 1% (one half of one percent) of NAV, to the extent benefits were paid out by the Fund toUnitholders as account adjustments).

(d) In the case of a NAV Error that fluctuates above and below ½ of 1% (one half of one percent), individualUnitholder adjustments should be effected for those days where the NAV Error was equal to or exceeded½ of 1% (one half of one percent). With respect to the remaining days, the Fund level process described

above in Section 3(a) above may be applied.(e) If there is a subsequent discovery of an error which affects a NAV Error Period that had previously been

corrected in the manner described above, the subsequently discovered NAV Error should be analyzed inisolation without taking into consideration the previously corrected NAV Errors.

(f) In cases where a NAV Error (as described in (c) above) has occurred, the Fund, upon J.P. Morgan’s request,will instruct the Transfer Agent to reprocess transactions and to adjust each Unitholder’s Units upwards or

downwards accordingly, at the expense of the responsible person or persons. If the Transfer Agent doesnot agree to reprocess transactions resulting from a NAV Error for which J.P. Morgan is a responsible

person,J.P. Morgan’s liability will be limited to the amount it would have been liable for had the reprocessingoccurred.

(g) In cases where J.P. Morgan is not the responsible person with regard to an NAV Error,J.P. Morgan shall be entitled to reasonable compensation from the Fund for the work it performs withrespect to the remediation of the NAV Error, other than to re-calculate the NAV.

(h) In cases where J.P. Morgan is a responsible person with regard to an NAV Error, but not the sole responsibleperson, the Fund, to the extent customary under industry practice, shall seek recovery from each suchresponsible person, for its proportional share of the applicable Fund Loss or Unitholder Loss.

(i)



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Templeton Growth Fund of our report dated October19, 2021, relating to the financial statements and financial highlights, which appears in Templeton Growth Fund’s Annual Report on Form N-CSR for theyear ended August 31, 2021. We also consent to the references to us under the headings “Financial Highlights” and "Independent Registered PublicAccounting Firm" in such Registration Statement./s/PricewaterhouseCoopers LLPSan Francisco, CaliforniaDecember 22, 2021



FRANKLIN TEMPLETONPERSONAL INVESTMENTS AND INSIDER TRADING POLICY (“The Policy”)(This Policy serves as a code of ethics adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under the InvestmentAdvisers Act of 1940)Revised August 16, 2021SECTION 1. PURPOSE OF THE POLICY 11.1 SCOPE AND PURPOSE OF THE POLICY 21.2 STATEMENT OF PRINCIPLES 21.3 PROHIBITED ACTIVITIES 21.4 MONITORING OF THE POLICY AND ADDITIONAL INFORMATION 3SECTION 2. PERSONAL INVESTMENTS 32.1 STATEMENT ON COVERED EMPLOYEE INVESTMENTS 32.2 CATEGORIES OF PERSONS SUBJECT TO THE POLICY 32.3 ACCOUNTS AND TRANSACTIONS COVERED BY THE POLICY 42.4 PROHIBITED TRANSACTIONS 42.5 ADDITIONAL PROHIBITIONS AND REQUIREMENTS FOR ACCESS PERSONS AND PORTFOLIO PERSONS 52.6 REPORTING REQUIREMENTS 62.7 PRE-CLEARANCE REQUIREMENTS 62.8 REQUIREMENTS FOR INDEPENDENT DIRECTORS 7SECTION 3. INSIDER TRADING 73.1 POLICY ON INSIDER TRADING 7SECTION 4. RELATED POLICIES AND REQUIREMENTS 84.1 STATEMENT ON OTHER POLICIES AND REQUIREMENTS 8SECTION 5. ADMINISTRATION OF THE POLICY, WAIVERS & REPORTING VIOLATIONS 85.1 CODE OF ETHICS COMMITTEE; REPORTING TO FT FUND BOARDS 85.2 VIOLATIONS OF THE POLICY 85.3 WAIVERS OF THE POLICY 95.4 REPORTING VIOLATIONS 9This document is the proprietary product of Franklin Templeton. Any unauthorized use, reproduction or transfer of this document is strictlyprohibited. Franklin Templeton © 2021. All Rights Reserved.



SECTION 1. PURPOSE OF THE POLICY1.1 Scope and Purpose of the Policy

The Franklin Templeton Personal Investments and Insider Trading Policy (the “Policy”) applies to the personal investment activities of all CoveredEmployees (as defined in section 2.2 of the Policy) of Franklin Resources, Inc. (“FRI”) and all of its subsidiaries (collectively, “Franklin Templeton”).Franklin Templeton provides services to the funds that are advised or sub-advised by a Franklin Templeton investment adviser (the “FT Funds”) and otherclient accounts (“Client Accounts”). Thus, for purposes of this Policy, “FT Fund” includes all open-end and closed-end funds within the Franklin TempletonGroup of Funds, as well as any other fund that is advised or sub-advised by a Franklin Templeton investment adviser.The purpose of the Policy is to summarize the values, principles and business practices that guide Franklin Templeton’s business conduct and to establisha set of principles to guide Covered Employees regarding the conduct expected of them when managing their personal investments.

1.2 Statement of PrinciplesAll Covered Employees are required to conduct themselves in a lawful, honest and ethical manner in their business practices and to maintain anenvironment that fosters fairness, respect and integrity.Franklin Templeton’s policy is that the interests of the FT Funds and Client Accounts are paramount and come before the interests of any employee.Information concerning the securities1 holdings and financial circumstances of the FT Funds and Client Accounts, as well as the identity of certain ClientAccounts, is confidential and Covered Employees are required to safeguard this information.The personal investment activities of Covered Employees must be conducted in a manner to avoid actual or potential conflicts of interest with the FTFunds and Client Accounts. In particular, to the extent that a Covered Employee learns of an investment opportunity because of his or her position withFranklin Templeton (e.g., internal or third party research, Franklin Templeton or company sponsored conferences, or communications with companyofficers), the Covered Employee must give preference to the FT Funds or Client Accounts.Personal transactions in a security may not be executed, regardless of quantity, if the Covered Employee has access to information regarding, orknowledge or even a presumed knowledge of, FT Fund or Client Account activity in such security, including proposed activity and recommendations.

1.3 Prohibited ActivitiesCovered Employees generally are prohibited from engaging or participating in any activity that has the potential to cause harm to an FT Fund or ClientAccount. Examples of prohibited activities include, but are not limited to:

• Making investment decisions, changes in research ratings and trading decisions other than exclusively for the benefit of, and in the bestinterest of, the FT Funds or Client Accounts;

• Taking, delaying or omitting to take any action with respect to any research recommendation, report or rating or any investment or tradingdecision for an FT Fund or Client Account in order to avoid economic injury to themselves or anyone other than the FT Funds or ClientAccounts;

• Purchasing or selling a security on the basis of knowledge of a possible trade by or for an FT Fund or Client Account with the intent ofpersonally profiting from, or avoiding a loss with respect to, personal holdings in the same or related securities;

1. For purposes of this Policy, the term “securities” also includes derivatives, such as futures, options and swaps.



• Revealing to any other person (except in the normal course of the Covered Employee’s duties on behalf of anFT Fund or Client Account) any information regarding securities transactions by any FT Fund or Client Account or the consideration by any FT Fund orClient Account of any such securities transactions; or

• Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on an FT Fund or Client Account orengaging in any manipulative practice with respect to any FT Fund or Client Account.

1.4 Monitoring of the Policy and Additional InformationQuestions regarding the Policy and related requirements should be directed to the Code of Ethics Department located in San Mateo, CA. The Code ofEthics Department can be reached by e-mail at [email protected]. The Code of Ethics Department uses PTA, http://coeprod/pta/index.jsp,an automated transaction pre-clearance system, to manage the oversight of personal investments. Administration of the Policy is the responsibility of theCode of Ethics Committee.SECTION 2. PERSONAL INVESTMENTS

2.1 Statement on Covered Employee InvestmentsFranklin Templeton recognizes the importance to Covered Employees of managing their own financial resources. However, because of the potentialconflicts of interest inherent in its business, Franklin Templeton has implemented this Policy with regard to personal investments of Covered Employees.This Policy is designed to minimize these conflicts and help ensure that Franklin Templeton focuses on meeting its duties as a fiduciary to the FT Funds orClient Accounts.Covered Employees should be aware that their ability to invest in certain securities and to liquidate those positions may be severely restricted under thisPolicy due to trading by the FT Funds or Client Accounts, including during times of market volatility. Therefore, as a general matter, Franklin Templetonencourages Covered Employees to exercise caution when investing in individual securities, particularly in situations where a Covered Employee wishes toinvest in securities held or likely to be held by the FT Funds or Client Accounts.Franklin Templeton also discourages Covered Employees from engaging in a pattern of securities transactions that is so excessively frequent as topotentially impact the Covered Employee’s ability to carry out their assigned responsibilities, increases the possibility of potential conflicts or violates thePolicy or the FT Funds’ prospectuses.

2.2 Categories of Persons Subject to the PolicyAll persons subject to the Policy are assigned to the following categories based on their access to information regarding, or involvement in, investmentactivities. Persons subject to other personal trading policies or codes of ethics adopted by Franklin Templeton or its affiliates generally are exempt fromthis Policy.2 Please consult the Code of Ethics Department if you have any questions about how this Policy applies to you.Covered Employees: Covered Employees are: (1) partners, officers, directors (or persons occupying a similar status or having similar functions) andemployees (including certain designated temporary employees or consultants) of any Franklin Templeton investment adviser, as well as any other personswho provide advice on behalf of any Franklin Templeton investment adviser and are subject to the supervision and control of that investment adviser; (2)Access Persons, as defined below; and (3) Independent directors of FT Funds within the Franklin Templeton Group of Funds and independent directors ofFranklin Templeton investment advisers (collectively, “Independent Directors”).

2. In limited circumstances, certain affiliates of FRI may adopt separate policies or codes of ethics governing personal trading in order to addressthe specific features of their investment activities and operations. Individuals subject to such separate policies or codes of ethics generally areexempt from this Policy.



Access Persons: Access Persons are those who have access to non-public information regarding FT Funds’ or Client Accounts’ securities transactions;or have access to recommendations that are non-public; or have access to non-public information regarding the portfolio holdings of the FT Funds orClient Accounts.Portfolio Persons: Portfolio Persons, a subset of Access Persons, are those who, in connection with their regular functions or duties, make or participatein the decision to purchase or sell a security by an FT Fund or Client Account or if his or her functions relate to the making of any recommendations aboutthose purchases or sales.Please see the Appendix to this Policy for a table indicating how the provisions of the Policy apply to each category of persons. In addition, please seesection 2.8 of the Policy for a description of the requirements for Independent Directors.

2.3 Accounts and Transactions Covered by the PolicyThe Policy covers two types of securities accounts and transactions: (1) those in which Covered Employees have or share investment control, and (2)those in which Covered Employees have direct or indirect beneficial ownership.Generally, a person has a beneficial ownership in a security if he or she, directly or indirectly, through any contract, arrangement, understanding,relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security. “Pecuniary interest” has the same meaning as in Rule16a-1(a)(2) under the Securities Exchange Act of 1934. Generally, a pecuniary interest in a security means the opportunity, directly or indirectly, to profit orshare in any profit derived from a transaction in the security. Covered Employees are presumed to have a pecuniary interest in securities held by membersof their immediate family or domestic partners sharing the same household.Certain types of securities and investments are exempt from the Policy. These include, but are not limited to, direct obligations of the U.S. government,money market instruments, cryptocurrencies and registered open-end funds other than the FT Funds. Please consult the Code of Ethics Department orPTA for further information about specific types of securities that are exempt from the Policy.

2.4 Prohibited TransactionsTrading that Conflicts with FT Funds or Client AccountsCovered Employees are prohibited from any trading activity that conflicts with the FT Funds’ or Client Accounts’ trading activity. Examples of prohibitedtrading activity include, but are not limited to:

• “front running” or trading ahead of an FT Fund or Client Account; and• trading parallel to or against an FT Fund or Client Account.

Short Sales of Securities Issued by Franklin Resources and FT Sponsored Closed-end Funds and Exchange Traded Funds (ETFs)Covered Employees are prohibited from effecting short sales, including “short sales against the box,” of securities issued by FRI, or any FT sponsoredclosed-end funds or FT exchange traded funds (ETFs). This prohibition includes economically equivalent transactions such as call or put options, swaptransactions or other derivatives that would result in having a net short exposure to FRI or any closed-end fund or ETF sponsored or advised by FranklinTempleton.Pledged SecuritiesDirectors and Executive Officers are also prohibited from pledging, hypothecating or otherwise encumbering securities issued by Franklin Resources asdescribed in greater detail in the FRI Code of Ethics and Business Conduct.Trading in Shares of the FT Funds



A Covered Employee is prohibited from buying and selling shares of an FT Fund if in possession of material non- public information about the FT Fund.Specifically, Covered Employees are prohibited from taking personal advantage of their non-public knowledge of recent or impending investment activitiesof FT Funds or the FT Funds’ investment advisers or any other non-public information that a reasonable investor would likely consider important in makinghis or her investment decisions, including information that may have a material effect on an FT Fund’s share price or net asset value.Covered Employees must keep confidential at all times any non-public information they may obtain about an FT Fund, including but not limited toinformation such as portfolio holdings, pricing or valuation of an FT Fund’s portfolio holdings, recent or impending securities transactions by an FT Fund,activities of an FT Fund’s investment advisers, offerings of new FT Funds, changes to investment minimums, closings of FT Funds, changes to investmentpersonnel, FT Fund flow activity, and information on current or prospective FT Fund shareholders.Short-Term Trading in Open-end FT FundsFranklin Templeton discourages short-term or excessive trading, often referred to as “market timing,” in shares of the open-end FT Funds. CoveredEmployees must be familiar with the “Frequent Trading Policy” or its equivalent described in the prospectus of each open-end FT Fund in which theyinvest and must not engage in trading activity that might violate the purpose or intent of such policy. Accordingly, all Covered Employees must comply withthe purpose and intent of each open-end FT Fund’s Frequent Trading Policy or its equivalent and must not engage in any short-term or excessive tradingin open-end FT Funds.For open-end FT Funds within the Franklin Templeton Group of Funds, the Trade Control Team of each FT Fund’s transfer agent will monitor tradingactivity in shares of the FT Funds by Covered Employees and will report any trading patterns or behaviors that may constitute short-term or excessivetrading to the Code of Ethics Department. These reports will include descriptions of any actions taken and any sanctions or penalties imposed in responseto such trading activity. This policy applies to the open-end FT Funds including those FT Funds purchased through a 401(k) plan, but does not apply topurchases and sales of money market funds.

2.5 Additional Prohibitions and Requirements for Access Persons and Portfolio PersonsInitial Public OfferingsAccess Persons are prohibited from investing in securities sold in an initial public offering or a secondary offering (including Initial Coin Offerings (“ICOs”))by an issuer except for offerings of securities made by closed-end FT Funds advised or sub-advised by Franklin Templeton. However, IPOs may bepermissible in certain circumstances or jurisdictions. Please contact the Code of Ethics department or your local Compliance Officer in advance ofexecuting any IPO.Short Sales of SecuritiesPortfolio Persons are prohibited from selling short any security held by the FT Funds, including “short sales against the box.” This prohibition also appliesto effecting economically equivalent transactions, including, but not limited to, sales of uncovered call options, sales of put options while not owning theunderlying security, and short sales of bonds that are convertible into equity positions, swaps or other derivatives where the security is held by FT Funds.Short Swing RulePortfolio Persons are subject to a short swing rule whereby they cannot profit from the purchase and sale or sale and purchase of any security within a 60calendar day period, including transactions in derivatives and transactions that may occur in margin and option accounts. For purposes of this rule, profitswill be determined based upon the maximum gain that could be realized on the purchases and sales (or sales and purchases) occurring during the 60calendar day period. Please consult the Code of Ethics Department about how profits are calculated for purposes of this rule.Disclosure of Interest in Securities or Private Investments



Portfolio Persons are required to disclose any interest they have in the securities of an issuer or direct investment in any company if they are involved ineither analysis or investment decisions related to the issuer or company.Portfolio Persons must re-disclose any such interest if they participate in later recommendations or investment decisions related to the issuer or company.Portfolio Persons must also disclose any personal transactions they are contemplating in the securities referenced above, any position they hold with theissuer and any proposed business relationship between the issuer and the Portfolio Person or any party in which the Portfolio Person has an interest.The disclosures above must be made to their Chief Investment Officer and /or Director of Research.

2.6 Reporting RequirementsAll Covered Employees must complete an Initial Code of Ethics Certification no later than 10 calendar days after the date the person is notified by amember of the Human Resources Department of the requirement to do so.Additionally, by February 15th of each subsequent year they must complete an annual certification that they have complied with and will comply with thePolicy.Access Persons must also file an Initial Broker Accounts Certification and Initial Holdings Certification no later than 10 calendar days after the date theperson is notified by a member of the Human Resources Department of the requirement to do so. Additionally, by February 15th of each subsequent year,Access Persons must file a then current annual report of all personal securities accounts and securities holdings and must certify that they have compliedwith and will comply with the Policy.On a quarterly basis, and no later than 30 calendar days after the end of each calendar quarter, every Access Person must report all transactions insecurities covered by this Policy, except for those executed through an Automatic Investment Plan or that would duplicate information already provided inbroker confirmations or statements sent to the Code of Ethics Department directly from the broker.No later than 30 calendar days after the calendar quarter, Access Persons must report any account established in which any securities were held duringthat calendar quarter.

2.7 Pre-Clearance RequirementsPre-Clearance of Securities TransactionsAccess Persons must obtain pre-clearance from the Code of Ethics Department before buying or selling any security (other than those not requiring pre-clearance, a full list of which is available from the Code of Ethics Department) and are always prohibited from executing transactions in a security if awarethat the FT Funds or Client Accounts are active or contemplate being active in the security (even if the transactions have been pre- cleared). Pre-clearance requests should be submitted via PTA.Private Investments and Limited OfferingsAccess Persons must obtain pre-clearance from the Code of Ethics Department before investing in a private placement or purchasing other securities in alimited offering. For example, investments in private or unregistered funds (i.e., hedge funds) are required to be pre-cleared under the Policy.Discretionary AccountsTransactions in discretionary accounts do not need to be pre-cleared if satisfactory evidence has been provided to the Code of Ethics Department thatsole investment discretion has been granted to an investment manager. The Access Person must certify initially and annually thereafter that they do nothave investment control of the account other than the right to terminate. If the Access Person makes, or participates in, an investment decision for anaccount that has been reported as discretionary, transactions related to that decision must be pre-cleared. If there



is any uncertainty about whether a particular account would be deemed discretionary for purposes of the Policy, please consult the Code of EthicsDepartment.Exemptions from Pre-ClearanceCertain types of securities and transactions are exempt from pre-clearance requirements. Examples of these types of securities and transactions include,but are not limited to, shares issued by FRI; shares of open-end and closed- end funds (including the FT Funds); shares of ETFs; certain governmentobligations and transactions effected pursuant to dividend reinvestment plans. In addition, transactions in small quantities of securities (e.g., in the case ofequity securities, 500 shares within a 30 calendar day period) are not required to be pre-cleared. Please consult the Code of Ethics Department for furtherinformation about the types of securities and transactions that are exempt from the pre-clearance requirements of the Policy.“Intent” Is ImportantWhile pre-clearance of Access Persons’ transactions is a cornerstone of Franklin Templeton’s compliance efforts, it cannot detect inappropriate or illegaltransactions where the intent conflicts with the principles of the Policy. Thus, the fact that a proposed transaction received pre-clearance is not a defenseagainst a charge of violating the Policy or the securities laws. For example, even if an Access Person received pre-clearance for a transaction, thattransaction might constitute front-running if it occurred shortly before a transaction by an FT Fund or Client Account that the Access Person was aware of.In cases like this, the intent may not be evident when a particular transaction request is analyzed for pre-clearance.

2.8 Requirements for Independent DirectorsPre-clearance and Reporting RequirementsAn Independent Director is subject to the pre-clearance and transaction reporting requirements of the Policy only if such Independent Director, at the timeof his or her transaction, knew or should have known that, during the 15 calendar day period before or after the date of the Independent Director’stransaction, the security was purchased or sold or considered for purchase or sale by an FT Fund or Client Account. The pre-clearance and reportingrequirements of the Policy do not apply to securities transactions conducted in an account where an Independent Director has granted full investmentdiscretion to a brokerage firm, bank or investment adviser or conducted in a trust account in which the trustee has full investment discretion. IndependentDirectors are not required to disclose any securities holdings or brokerage accounts, including brokerage accounts where he/she has granted discretionaryauthority to a brokerage firm, bank or investment adviser.Initial and Annual Acknowledgment ReportsAn Independent Director must complete and return an executed Acknowledgment Form to the Code of Ethics Department no later than 10 calendar daysafter the date the person becomes an Independent Director.Independent Directors will be asked to certify by February 15th of each year that they have complied with and will comply with the Policy by filing theAcknowledgment Form with the Code of Ethics Department.SECTION 3. INSIDER TRADING

3.1 Policy on Insider TradingInsider trading, or trading on material non-public information, is against the law and penalties are severe, both for individuals involved in such unlawfulconduct and their employers. No Covered Employee may (1) trade, either personally or on behalf of the FT Funds or Client Accounts, while in possessionof material non-public information, or (2) communicate material non-public information to others.Material non-public information may be obtained by many means, both in connection with a Covered Employee’s job functions (e.g., from meetings withcompany executives or consultations with expert networks) or independent of the Covered Employee’s employment or relationship with Franklin Templeton(e.g., from friends or relatives).



Before trading for themselves or others (including FT Funds and Client Accounts) in the securities of a company about which a Covered Employeepotentially may have material non-public information, the Covered Employee should consider the following questions:

• First, is the information material? Information is considered material if there is a substantial likelihood that a reasonable investor wouldconsider the information to be important in making his or her investment decision, or if it is reasonably certain to have a substantial effecton the price of the company’s securities.

• Second, is the information non-public? Information is non-public until it has been effectively communicated to the marketplace. Forexample, information in a report filed with the U.S. Securities and Exchange Commission, or that appears in a publication of generalcirculation (e.g., The Wall Street Journal or Reuters) would be considered public. If the information has been obtained from someone whois betraying an obligation not to share the information (e.g., a company insider), that information is very likely to be non-public.

If, after consideration of these questions, the Covered Employee believes that the information that they have about a company may be material and non-public, or if the Covered Employee has questions as to whether the information is material or non-public, he or she must report the matter immediately toTrading Desk Compliance/IC, the designated Compliance Officer or Legal Department. In addition, the Covered Employee must not purchase or sell anysecurities issued by such company on behalf of themselves or others (including on behalf of any FT Fund or Client Account), or communicate theinformation inside or outside Franklin Templeton.Trading Desk Compliance/IC or the Compliance Officer will promptly contact the Legal Department for advice. After review of the facts, the LegalDepartment, Trading Desk Compliance/IC or the Compliance Officer will provide instructions to the Covered Employee. If the information in the CoveredEmployee’s possession is determined to be material and non-public, the Covered Employee is required to keep the information confidential and secure.Those securities for which the Covered Employee has material non-public information will be placed on restricted trading lists for a timeframe determinedby the Compliance Officer.SECTION 4. RELATED POLICIES AND REQUIREMENTS4.1 Statement on Other Policies and RequirementsIn addition to the Policy, Covered Employees are required to observe the applicable policies and procedures prescribed in the Code of Ethics andBusiness Conduct, the policies contained in the U.S. and non-U.S. employee handbooks (as applicable), and various other policies adopted by FranklinTempleton.SECTION 5. ADMINISTRATION OF THE POLICY, WAIVERS & REPORTING VIOLATIONS

5.1 Code of Ethics Committee; Reporting to FT Fund BoardsThe Code of Ethics Committee is responsible for the administration of the Policy and provides oversight of compliance with the personal tradingrequirements of the Policy. Among other things, the Committee has the authority and responsibility to review the Policy periodically, review sanctionguidelines for violations of the Policy and review trading violations and waivers granted.At least annually, the Franklin Templeton Fund Boards will be provided with a report describing any issues arising under the Policy.

5.2 Violations of the PolicyA Covered Employee that violates this Policy will be sanctioned in a manner commensurate with the violation. Prescribed sanctions range from warningmemos for a first time failure to pre-clear a transaction to the immediate



sale of positions, disgorgement of profits, personal trading suspensions and other sanctions, up to and including termination and reporting to regulatoryauthorities for more serious violations.

5.3 Waivers of the PolicyThe Director of Global Compliance or the Chief Compliance Officer may, in his or her discretion, waive compliance by any Covered Employee with theprovisions of the Policy, if he or she finds that such a waiver:

(1) is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant factsand circumstances;

(2) will not be inconsistent with the purposes and objectives of the Policy;(3) will not adversely affect the interests of the FT Funds or Client Accounts or the interests of Franklin Templeton; and(4) will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.

Any waiver will be in writing, will contain a statement of the basis for it, and any waivers granted by the Chief Compliance Officer of the relevant investmentadviser will be reported to the Director of Global Compliance.

5.4 Reporting ViolationsCovered Employees are required to report violations of the Policy or the related Procedures, whether by themselves or by others.Franklin Templeton is dedicated to providing Covered Employees with the means and opportunity to report violations of the Policy or the relatedProcedures, or other instances of wrongdoing, or any concerns they may have regarding ethical violations or accounting, internal control or auditingmatters, including fraud. Several means are provided by which reports can be made including:Compliance and Ethics Hotline: 1-800-636-6592 http://intranet/codeofethics/hotline/op_principles.htmFunds Compliance Hotline: 1-888-678-8852 http://intranet/codeofethics/hotline/op_principles.htmCorporate Ombudsman: 1-650-312-2832 http://intranet/codeofethics/ombudsman/index.htmFranklin Templeton will not allow retaliation against any Covered Employee who has submitted a report of a violation of the Policy or the relatedProcedures in good faith.



Appendix

CoveredEmployees

AccessPersons

PortfolioPersons

IndependentDirectors

Prohibited Activities (Section 1.3) X X X XProhibited Transactions and Other Requirements (Sections 2.4 and 2.5)Prohibition on Trading Activity that Conflicts with FT Funds or ClientAccounts

X X X X

Prohibition on Short Sales of FRI and Closed-end FT Funds X X X XTrading in Shares of the FT Funds When in Possession of Material Non-Public Information

X X X X

Short-Term Trading in Open-end FT Funds X X X XProhibition on Investments in Initial Public Offerings X XProhibition on Short Sales of All Securities XShort Swing Rule XDisclosure of Interest in Securities XReporting Requirements (Section 2.6)Initial Certification/Acknowledgment X X X XInitial Disclosure of Accounts and Holdings X XAnnual Disclosure of Accounts and Holdings X XAnnual Certification of Compliance X X X XQuarterly Disclosure of Transactions X X X*Quarterly Disclosure of New Accounts X XPre-Clearance Requirements (Section 2.7) X X X*Insider Trading (Section 3) X X X XRequirement to Report Violations (Section 5.4) X X X X*Only applicable if the Independent Director, at the time of his or her transaction, knew or should have known that, during the 15 calendar day periodbefore or after the date of the Independent Director’s transaction, the security was purchased or sold or considered for purchase or sale by an FT Fund orClient Account.



POWER OF ATTORNEYThe undersigned officer of TEMPLETON GROWTH FUND, INC. (the "Registrant"), hereby appoint

Craig S. Tyle, Alison E. Baur, Steven J. Gray, Lori A. Weber, Bruce G. Leto, Alison M. Fuller, Kristin H. Ives,and Marguerite C. Bateman (with full power to each of them to act alone) his attorney-in-fact and agent, in allcapacities, to execute, deliver and file in the names of the undersigned, any and all instruments that said attorneysand agents may deem necessary or advisable to enable the Registrant to comply with or register any securityissued by the Registrant under the Securities Act of 1933, as amended, and/or the Investment Company Act of1940, as amended, and the rules, regulations and interpretations thereunder, including but not limited to, anyregistration statement, including any and all pre- and post-effective amendments thereto, any other document tobe filed with the U.S. Securities and Exchange Commission and any and all documents required to be filed withrespect thereto with any other regulatory authority. The undersigned grants to each of said attorneys, fullauthority to do every act necessary to be done in order to effectuate the same as fully, to all intents and purposes,as he could do if personally present, thereby ratifying all that said attorneys-in-fact and agents may lawfully do orcause to be done by virtue hereof.

The undersigned officer hereby executes this Power of Attorney as of the 6th day of October, 2021./s/RYAN WHEELER_______________Ryan Wheeler

Treasurer, Chief Financial Officer and Chief Accounting Officer



Label Element ValueRisk/Return: rr_RiskReturnAbstractDocument Type dei_DocumentType 485BPOSDocument Period End Date dei_DocumentPeriodEndDate Aug. 31, 2021Registrant Name dei_EntityRegistrantName Templeton Growth Fund IncEntity Central Index Key dei_EntityCentralIndexKey 0000805664Amendment Flag dei_AmendmentFlag falseDocument Creation Date dei_DocumentCreationDate Dec. 27, 2021Document Effective Date dei_DocumentEffectiveDate Jan. 01, 2022EntityInvCompanyType dei_EntityInvCompanyType N-1AProspectus Date rr_ProspectusDate Jan. 01, 2022


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TotalTempleton Growth Fund, Inc.Fund SummaryInvestment GoalLong-term capital growth.Fees and Expenses of the FundThese tables describe the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may qualify for salescharge 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.More information about these and other discounts is available from your financial professional and under “Your Account” on page 36 inthe Fund's Prospectus and under “Buying and Selling Shares” on page 64 of the Fund’s Statement of Additional Information. In addition,more information about sales charge discounts and waivers for purchases of shares through specific financial intermediaries is set forthin 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, orcommissions that a shareholder may be required to pay directly to its financial intermediary when buying or selling Class R6 or AdvisorClass shares.Shareholder Fees

Shareholder Fees -Templeton Growth Fund,

Inc.Class A Class

CClass

RClass

R6Advisor

Class

Maximum Sales Charge Imposed on Purchases (as a percentage ofOffering Price) 5.50% none none none none

Maximum Deferred Sales Charge (as a percentage of OfferingPrice) none [1] 1.00% none none none

[1] There is a 1% contingent deferred sales charge that applies to investments of $1 Million or more (see "Investment 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 yourinvestment)

Annual Fund OperatingExpenses - Templeton

Growth Fund, Inc.Class A Class C Class R Class R6 Advisor Class

Management fees 0.69% 0.69% 0.69% 0.69% 0.69%Distribution and service (12b-1) fees 0.25% 1.00% 0.50% none noneOther expenses [1] 0.11% 0.11% 0.11% 0.05% 0.11%Total annual Fund operating expenses [1],[2] 1.05% 1.80% 1.30% 0.74% 0.80%[1] Other expenses have been restated to reflect current fiscal year fees and expenses. Consequently, total Fund operating expenses differ from the ratio of expenses to

average net assets shown in the Financial Highlights.

[2] The transfer agent has contractually agreed to cap transfer agency fees for Class R6 shares of the Fund so that the transfer agency fees for that class do not exceed

0.03% until December 31, 2022. Contractual fee waiver and/or expense reimbursement agreements may not be changed or terminated during the time period set forth

above.

ExampleThis Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. TheExample 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 theperiod. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain thesame. The Example reflects adjustments made to the Fund's operating expenses due to the fee waivers and/or expensereimbursements by management for the 1 Year numbers only. Although your actual costs may be higher or lower, based on theseassumptions your costs would be:

Expense Example -Templeton Growth Fund,

Inc. - USD ($)Class A Class C Class R Class R6 Advisor Class


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1 Year $ 651 $ 283 $ 132 $ 76 $ 823 Years 865 567 411 237 2565 Years 1,097 975 712 412 44410 Years $ 1,762 $ 1,919 $ 1,568 $ 919 $ 990If you do not sell your shares:

Expense Example, NoRedemption

Templeton Growth Fund, Inc.Class CUSD ($)

1 Year $ 1833 Years 5675 Years 97510 Years $ 1,919Portfolio TurnoverThe Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolioturnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During themost recent fiscal year, the Fund's portfolio turnover rate was 44.14% of the average value of its portfolio.Principal Investment StrategiesUnder normal market conditions, the Fund invests primarily in the equity securities of companies located anywhere in the world,including developing markets. The equity securities in which the Fund primarily invests are common stock. The Fund may invest incompanies of any size, including small and medium capitalization companies. Although the Fund seeks investments across a number ofregions, countries and sectors, from time to time, based on economic conditions, the Fund may have significant positions in particularregions, countries or sectors.The Fund may also use a variety of equity-related derivatives, which may include equity futures and equity index futures, for variouspurposes including enhancing Fund returns, increasing liquidity and gaining exposure to particular markets in more efficient or lessexpensive ways.When choosing equity investments for the Fund, the investment manager applies a “bottom-up,” value-oriented, long-term approach,focusing on the market price of a company’s securities relative to the investment manager’s evaluation of the company’s long-termearnings, asset value and cash flow potential. The investment manager also considers a company’s price/earnings ratio, price/cash flowratio, profit margins and liquidation value.The investment manager may consider selling an equity security when it believes the security has become overvalued due to either itsprice appreciation or changes in the company’s fundamentals, or when the investment manager believes another security is a moreattractive investment opportunity.Principal RisksYou could lose money by investing in the Fund. Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed by, anybank, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency of the U.S.government.Market The market values of securities or other investments owned by the Fund will go up or down, sometimes rapidly or unpredictably.The market value of a security or other investment may be reduced by market activity or other results of supply and demand unrelated tothe issuer. This is a basic risk associated with all investments. When there are more sellers than buyers, prices tend to fall. Likewise,when there are more buyers than sellers, prices tend to rise.The current global outbreak of the novel strain of coronavirus, COVID-19, has resulted in market closures and dislocations, extremevolatility, liquidity constraints and increased trading costs. Efforts to contain the spread of COVID-19 have resulted in global travelrestrictions and disruptions of healthcare systems, business operations and supply chains, layoffs, volatility in consumer demand forcertain products, defaults and credit ratings downgrades, and other significant economic impacts. The effects of COVID-19 haveimpacted global economic activity across many industries and may heighten other pre-existing political, social and economic risks,locally or globally. The full impact of the COVID-19 pandemic is unpredictable and may adversely affect the Fund’s performance.Stock prices tend to go up and down more dramatically than those of debt securities. A slower-growth or recessionary economicenvironment could have an adverse effect on the prices of the various stocks held by the Fund.Foreign Securities (non-U.S.) Investing in foreign securities typically involves more risks than investing in U.S. securities, and includesrisks associated with: (i) internal and external political and economic developments – e.g., the political, economic and social policies andstructures of some foreign countries may be less stable and more volatile than those in the U.S. or some foreign countries may besubject to trading restrictions or economic sanctions; (ii) trading practices – e.g., government supervision and regulation of foreignsecurities and currency markets, trading systems and brokers may be less than in the U.S.; (iii) availability of information – e.g., foreignissuers may not be subject to the same disclosure, accounting and financial reporting standards and practices as U.S. issuers; (iv)limited markets – e.g., the securities of certain foreign issuers may be less liquid (harder to sell) and more volatile; and (v) currencyexchange rate fluctuations and policies – e.g., fluctuations may negatively affect investments denominated in foreign currencies and any


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income received or expenses paid by the Fund in that foreign currency. The risks of foreign investments may be greater in developing oremerging market countries.Regional Focus Because the Fund may invest at least a significant portion of its assets in companies in a specific region, includingEurope, the Fund is subject to greater risks of adverse developments in that region and/or the surrounding regions than a fund that ismore broadly diversified geographically. Political, social or economic disruptions in the region, even in countries in which the Fund is notinvested, may adversely affect the value of investments held by the Fund. Current uncertainty concerning the economic consequencesof the January 31, 2020 departure of the United Kingdom from the European Union (EU) may increase market volatility.Developing Market Countries The Fund’s investments in securities of issuers in developing market countries are subject to all of therisks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and socialframeworks to support securities markets, including: delays in settling portfolio securities transactions; currency and capital controls;greater sensitivity to interest rate changes; pervasiveness of corruption and crime; currency exchange rate volatility; and inflation,deflation or currency devaluation.Derivative Instruments The performance of derivative instruments depends largely on the performance of an underlying instrument,such as a currency, security, interest rate or index, and such instruments often have risks similar to their underlying instrument, inaddition to other risks. Derivative instruments involve costs and can create economic leverage in the Fund's portfolio which may result insignificant volatility and cause the Fund to participate in losses (as well as gains) in an amount that exceeds the Fund's initialinvestment. Other risks include illiquidity, mispricing or improper valuation of the derivative instrument, and imperfect correlation betweenthe value of the derivative and the underlying instrument sothat the Fund may not realize the intended benefits. When a derivative is used for hedging, the change in value of the derivative mayalso not correlate specifically with the currency, security, interest rate or other risk being hedged. With over-the-counter derivatives, thereis the risk that the other party to the transaction will fail to perform.Small and Mid Capitalization Companies Securities issued by small and mid capitalization companies may be more volatile in pricethan those of larger companies and may involve additional risks. Such risks may include greater sensitivity to economic conditions, lesscertain growth prospects, lack of depth of management and funds for growth and development, and limited or less developed productlines and markets. In addition, small and mid capitalization companies may be affected by interest rate increases, as they may find itmore difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans.Liquidity From time to time, the trading market for a particular security or type of security or other investments in which the Fund investsmay become less liquid or even illiquid. Reduced liquidity will have an adverse impact on the Fund’s ability to sell such securities orother investments when necessary to meet the Fund’s liquidity needs, which may arise or increase in response to a specific economicevent or because the investment manager wishes to purchase particular investments or believes that a higher level of liquidity would beadvantageous. Reduced liquidity will also generally lower the value of such securities or other investments. Market prices for suchsecurities or other investments may be relatively volatile.Value Style Investing A value stock may not increase in price as anticipated by the investment manager if other investors fail torecognize the company's value and bid up the price, the markets favor faster-growing companies, or the factors that the investmentmanager believes will increase the price of the security do not occur or do not have the anticipated effect.Management The Fund is subject to management risk because it is an actively managed investment portfolio. The Fund's investmentmanager applies investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guaranteethat these decisions will produce the desired results.Focus To the extent that the Fund focuses on particular countries, regions, industries, sectors or types of investment from time to time,the Fund may be subject to greater risks of adverse developments in such areas of focus than a fund that invests in a wider variety ofcountries, regions, industries, sectors or investments.PerformanceThe following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in theFund's performance from year to year for Class A shares. The table shows how the Fund's average annual returns for 1 year, 5 years,10 years or since inception, as applicable, compared with those of a broad measure of market performance. The Fund's pastperformance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. You can obtain updatedperformance information at franklintempleton.com or by calling (800)DIAL BEN/342-5236.Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.Class A Annual Total Returns



Best Quarter: 2020, Q4 15.91%Worst Quarter: 2020, Q1 -22.02%

As of September 30, 2021, the Fund’s year-to-date return was 3.98%.

Average Annual Total Returns (figures reflect sales charges) For periods ended December 31, 2020Average Annual Total

Returns - Templeton GrowthFund, Inc.

Label 1 Year 5Years

10Years

SinceInception

[1]

Class A Return before taxes (0.06%) 4.72% 5.52%Class A | After Taxes onDistributions Return after taxes on distributions (0.30%) 3.82% 4.94%

Class A | After Taxes onDistributions and Sales

Return after taxes on distributions and saleof Fund shares 0.12% 3.70% 4.49%

Class C 3.93% 5.12% 5.32%Class R 5.44% 5.65% 5.85%Class R6 6.08% 6.28% 5.32%Advisor Class 5.98% 6.18% 6.39%MSCI All Country WorldIndex-NR

MSCI All Country World Index-NR (indexreflects no deduction for fees, expenses ortaxes but are net of dividend taxwithholding)

16.25% 12.25% 9.13%

[1] Since inception May 1, 2013.

The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impactof state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returnsare not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individualretirement accounts. After-tax returns are shown only for Class A and after-tax returns for other classes will vary.The figures in the average annual total returns table above reflect the Class A maximum front-end sales charge of 5.50%. Prior toSeptember 10, 2018, Class A shares were subject to a maximum front-end sales charge of 5.75%. If the prior maximum front-end salescharge of 5.75% was reflected, performance for Class A in the average annual total returns table would be lower.


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Label Element ValueTempletonGrowth Fund,Inc.Risk/Return: rr_RiskReturnAbstractRisk/Return[Heading] rr_RiskReturnHeading Fund Summary

Objective[Heading] rr_ObjectiveHeading Investment Goal

Objective,Primary [TextBlock]

rr_ObjectivePrimaryTextBlock Long-term capital growth.

Expense[Heading] rr_ExpenseHeading Fees and Expenses of the

FundExpenseNarrative[Text Block]

rr_ExpenseNarrativeTextBlock

These tables describe the feesand expenses that you may payif you buy, hold and sell sharesof the Fund. You may qualify forsales charge discounts in ClassA if you and your family invest,or agree to invest in the future,at least $50,000 in FranklinTempleton funds. Moreinformation about these andother discounts is availablefrom your financial professionaland under “Your Account” onpage 36 in the Fund'sProspectus and under “Buyingand Selling Shares” on page 64of the Fund’s Statement ofAdditional Information. Inaddition, more informationabout sales charge discountsand waivers for purchases ofshares through specific financialintermediaries is set forth inAppendix A – "IntermediarySales Charge Discounts andWaivers" to the Fund’sprospectus.Please note that the tables andexamples below do not reflectany transaction fees that maybe charged by financialintermediaries, or commissionsthat a shareholder may berequired to pay directly to itsfinancial intermediary whenbuying or selling Class R6 orAdvisor Class shares.

ShareholderFees Caption[Text]

rr_ShareholderFeesCaption Shareholder Fees

OperatingExpenses rr_OperatingExpensesCaption Annual Fund Operating

Expenses (expenses that


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Caption[Text]

you pay each year as apercentage of the value ofyour investment)

PortfolioTurnover[Heading]

rr_PortfolioTurnoverHeading Portfolio Turnover

PortfolioTurnover[Text Block]

rr_PortfolioTurnoverTextBlock

The Fund pays transactioncosts, such as commissions,when it buys and sellssecurities (or "turns over" itsportfolio). A higher portfolioturnover rate may indicatehigher transaction costs andmay result in higher taxes whenFund shares are held in ataxable account. These costs,which are not reflected inannual Fund operatingexpenses or in the Example,affect the Fund's performance.During the most recent fiscalyear, the Fund's portfolioturnover rate was 44.14% of theaverage value of its portfolio.

PortfolioTurnover,Rate

rr_PortfolioTurnoverRate 44.14%

ExpenseBreakpointDiscounts[Text] rr_ExpenseBreakpointDiscounts

You may qualify for salescharge discounts in ClassA if you and your familyinvest, or agree to investin the future, at least$50,000 in FranklinTempleton funds.

ExpenseBreakpoint,MinimumInvestmentRequired[Amount]

rr_ExpenseBreakpointMinimumInvestmentRequiredAmount $ 50,000

ExpenseExample[Heading]

rr_ExpenseExampleHeading Example

ExpenseExampleNarrative[Text Block]

rr_ExpenseExampleNarrativeTextBlock

This Example is intended tohelp you compare the cost ofinvesting in the Fund with thecost of investing in other mutualfunds. The Example assumesthat you invest $10,000 in theFund for the time periodsindicated and then redeem all ofyour shares at the end of theperiod. The Example alsoassumes that your investmenthas a 5% return each year andthat the Fund's operating


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expenses remain the same.The Example reflectsadjustments made to the Fund'soperating expenses due to thefee waivers and/or expensereimbursements bymanagement for the 1 Yearnumbers only. Although youractual costs may be higher orlower, based on theseassumptions your costs wouldbe:

ExpenseExample, NoRedemption,By Year,Caption[Text]

rr_ExpenseExampleNoRedemptionByYearCaption If you do not sell yourshares:

Strategy[Heading] rr_StrategyHeading Principal Investment

StrategiesStrategyNarrative[Text Block]

rr_StrategyNarrativeTextBlock

Under normal marketconditions, the Fund investsprimarily in the equity securitiesof companies located anywherein the world, includingdeveloping markets. The equitysecurities in which the Fundprimarily invests are commonstock. The Fund may invest incompanies of any size,including small and mediumcapitalization companies.Although the Fund seeksinvestments across a number ofregions, countries and sectors,from time to time, based oneconomic conditions, the Fundmay have significant positionsin particular regions, countriesor sectors.The Fund may also use avariety of equity-relatedderivatives, which may includeequity futures and equity indexfutures, for various purposesincluding enhancing Fundreturns, increasing liquidity andgaining exposure to particularmarkets in more efficient or lessexpensive ways.When choosing equityinvestments for the Fund, theinvestment manager applies a“bottom-up,” value-oriented,long-term approach, focusingon the market price of acompany’s securities relative tothe investment manager’sevaluation of the company’slong-term earnings, asset valueand cash flow potential. Theinvestment manager also


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considers a company’s price/earnings ratio, price/cash flowratio, profit margins andliquidation value.The investment manager mayconsider selling an equitysecurity when it believes thesecurity has becomeovervalued due to either itsprice appreciation or changes inthe company’s fundamentals, orwhen the investment managerbelieves another security is amore attractive investmentopportunity.

StrategyPortfolioConcentration[Text] rr_StrategyPortfolioConcentration

Under normal marketconditions, the Fundinvests primarily in theequity securities ofcompanies locatedanywhere in the world,including developingmarkets.

Risk[Heading] rr_RiskHeading Principal Risks

RiskNarrative[Text Block]

rr_RiskNarrativeTextBlock

You could lose money byinvesting in the Fund. Mutualfund shares are not deposits orobligations of, or guaranteed orendorsed by, any bank, and arenot insured by the FederalDeposit Insurance Corporation,the Federal Reserve Board, orany other agency of the U.S.government.Market The market values ofsecurities or other investmentsowned by the Fund will go up ordown, sometimes rapidly orunpredictably. The market valueof a security or other investmentmay be reduced by marketactivity or other results ofsupply and demand unrelatedto the issuer. This is a basic riskassociated with all investments.When there are more sellersthan buyers, prices tend to fall.Likewise, when there are morebuyers than sellers, prices tendto rise.The current global outbreak ofthe novel strain of coronavirus,COVID-19, has resulted inmarket closures anddislocations, extreme volatility,liquidity constraints andincreased trading costs. Effortsto contain the spread ofCOVID-19 have resulted inglobal travel restrictions and


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disruptions of healthcaresystems, business operationsand supply chains, layoffs,volatility in consumer demandfor certain products, defaultsand credit ratings downgrades,and other significant economicimpacts. The effects ofCOVID-19 have impactedglobal economic activity acrossmany industries and mayheighten other pre-existingpolitical, social and economicrisks, locally or globally. The fullimpact of the COVID-19pandemic is unpredictable andmay adversely affect the Fund’sperformance.Stock prices tend to go up anddown more dramatically thanthose of debt securities. Aslower-growth or recessionaryeconomic environment couldhave an adverse effect on theprices of the various stocks heldby the Fund.Foreign Securities (non-U.S.)Investing in foreign securitiestypically involves more risksthan investing in U.S. securities,and includes risks associatedwith: (i) internal and externalpolitical and economicdevelopments – e.g., thepolitical, economic and socialpolicies and structures of someforeign countries may be lessstable and more volatile thanthose in the U.S. or someforeign countries may besubject to trading restrictions oreconomic sanctions; (ii) tradingpractices – e.g., governmentsupervision and regulation offoreign securities and currencymarkets, trading systems andbrokers may be less than in theU.S.; (iii) availability ofinformation – e.g., foreignissuers may not be subject tothe same disclosure,accounting and financialreporting standards andpractices as U.S. issuers; (iv)limited markets – e.g., thesecurities of certain foreignissuers may be less liquid(harder to sell) and morevolatile; and (v) currencyexchange rate fluctuations andpolicies – e.g., fluctuations maynegatively affect investmentsdenominated in foreigncurrencies and any incomereceived or expenses paid by



the Fund in that foreigncurrency. The risks of foreigninvestments may be greater indeveloping or emerging marketcountries.Regional Focus Because theFund may invest at least asignificant portion of its assetsin companies in a specificregion, including Europe, theFund is subject to greater risksof adverse developments in thatregion and/or the surroundingregions than a fund that is morebroadly diversifiedgeographically. Political, socialor economic disruptions in theregion, even in countries inwhich the Fund is not invested,may adversely affect the valueof investments held by theFund. Current uncertaintyconcerning the economicconsequences of the January31, 2020 departure of theUnited Kingdom from theEuropean Union (EU) mayincrease market volatility.Developing Market CountriesThe Fund’s investments insecurities of issuers indeveloping market countries aresubject to all of the risks offoreign investing generally, andhave additional heightenedrisks due to a lack ofestablished legal, political,business and social frameworksto support securities markets,including: delays in settlingportfolio securities transactions;currency and capital controls;greater sensitivity to interestrate changes; pervasiveness ofcorruption and crime; currencyexchange rate volatility; andinflation, deflation or currencydevaluation.Derivative Instruments Theperformance of derivativeinstruments depends largely onthe performance of anunderlying instrument, such asa currency, security, interestrate or index, and suchinstruments often have riskssimilar to their underlyinginstrument, in addition to otherrisks. Derivative instrumentsinvolve costs and can createeconomic leverage in theFund's portfolio which mayresult in significant volatility andcause the Fund to participate inlosses (as well as gains) in an



amount that exceeds the Fund'sinitial investment. Other risksinclude illiquidity, mispricing orimproper valuation of thederivative instrument, andimperfect correlation betweenthe value of the derivative andthe underlying instrument sothat the Fund may not realizethe intended benefits. When aderivative is used for hedging,the change in value of thederivative may also notcorrelate specifically with thecurrency, security, interest rateor other risk being hedged. Withover-the-counter derivatives,there is the risk that the otherparty to the transaction will failto perform.Small and Mid CapitalizationCompanies Securities issuedby small and mid capitalizationcompanies may be morevolatile in price than those oflarger companies and mayinvolve additional risks. Suchrisks may include greatersensitivity to economicconditions, less certain growthprospects, lack of depth ofmanagement and funds forgrowth and development, andlimited or less developedproduct lines and markets. Inaddition, small and midcapitalization companies maybe affected by interest rateincreases, as they may find itmore difficult to borrow moneyto continue or expandoperations, or may havedifficulty in repaying any loans.Liquidity From time to time, thetrading market for a particularsecurity or type of security orother investments in which theFund invests may become lessliquid or even illiquid. Reducedliquidity will have an adverseimpact on the Fund’s ability tosell such securities or otherinvestments when necessary tomeet the Fund’s liquidity needs,which may arise or increase inresponse to a specific economicevent or because theinvestment manager wishes topurchase particular investmentsor believes that a higher level ofliquidity would beadvantageous. Reducedliquidity will also generally lowerthe value of such securities orother investments. Market



prices for such securities orother investments may berelatively volatile.Value Style Investing A valuestock may not increase in priceas anticipated by theinvestment manager if otherinvestors fail to recognize thecompany's value and bid up theprice, the markets favor faster-growing companies, or thefactors that the investmentmanager believes will increasethe price of the security do notoccur or do not have theanticipated effect.Management The Fund issubject to management riskbecause it is an activelymanaged investment portfolio.The Fund's investmentmanager applies investmenttechniques and risk analyses inmaking investment decisions forthe Fund, but there can be noguarantee that these decisionswill produce the desired results.Focus To the extent that theFund focuses on particularcountries, regions, industries,sectors or types of investmentfrom time to time, the Fund maybe subject to greater risks ofadverse developments in suchareas of focus than a fund thatinvests in a wider variety ofcountries, regions, industries,sectors or investments.

Risk LoseMoney [Text] rr_RiskLoseMoney You could lose money by

investing in the Fund.Bar Chart andPerformanceTable[Heading]

rr_BarChartAndPerformanceTableHeading Performance

PerformanceNarrative[Text Block]

rr_PerformanceNarrativeTextBlock

The following bar chart andtable provide some indication ofthe risks of investing in theFund. The bar chart showschanges in the Fund'sperformance from year to yearfor Class A shares. The tableshows how the Fund's averageannual returns for 1 year, 5years, 10 years or sinceinception, as applicable,compared with those of a broadmeasure of marketperformance. The Fund's pastperformance (before and aftertaxes) is not necessarily anindication of how the Fund willperform in the future. You canobtain updated performance


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information atfranklintempleton.com or bycalling (800)DIAL BEN/342-5236.Sales charges are not reflectedin the bar chart, and if thosecharges were included, returnswould be less than thoseshown.

PerformanceInformationIllustratesVariability ofReturns[Text]

rr_PerformanceInformationIllustratesVariabilityOfReturns

The following bar chartand table provide someindication of the risks ofinvesting in the Fund. Thebar chart shows changesin the Fund's performancefrom year to year forClass A shares. The tableshows how the Fund'saverage annual returns for1 year, 5 years, 10 yearsor since inception, asapplicable, compared withthose of a broad measureof market performance.

PerformanceAvailabilityPhone [Text]

rr_PerformanceAvailabilityPhone (800)DIAL BEN/342-5236

PerformanceAvailabilityWebsiteAddress[Text]

rr_PerformanceAvailabilityWebSiteAddress franklintempleton.com

PerformancePast DoesNot IndicateFuture [Text] rr_PerformancePastDoesNotIndicateFuture

The Fund's pastperformance (before andafter taxes) is notnecessarily an indicationof how the Fund willperform in the future.

Bar Chart[Heading] rr_BarChartHeading Class A Annual Total

ReturnsBar ChartDoes NotReflect SalesLoads [Text]

rr_BarChartDoesNotReflectSalesLoads

Sales charges are notreflected in the bar chart,and if those charges wereincluded, returns would beless than those shown.

Bar ChartClosing [TextBlock] rr_BarChartClosingTextBlock

BestQuarter:

2020, Q4 15.91%

WorstQuarter:

2020, Q1-22.02%

As of September 30, 2021, theFund’s year-to-date return was3.98%.


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PerformanceTableHeading rr_PerformanceTableHeading

Average Annual TotalReturns (figures reflectsales charges) For periodsended December 31, 2020

PerformanceTable Closing[Text Block]

rr_PerformanceTableClosingTextBlock

The after-tax returns arecalculated using the historicalhighest individual federalmarginal income tax rates anddo not reflect the impact of stateand local taxes. Actual after-taxreturns depend on an investor'stax situation and may differ fromthose shown. After-tax returnsare not relevant to investorswho hold their Fund sharesthrough tax-deferredarrangements, such as 401(k)plans or individual retirementaccounts. After-tax returns areshown only for Class A andafter-tax returns for otherclasses will vary.The figures in the averageannual total returns table abovereflect the Class A maximumfront-end sales charge of5.50%. Prior to September 10,2018, Class A shares weresubject to a maximum front-endsales charge of 5.75%. If theprior maximum front-end salescharge of 5.75% was reflected,performance for Class A in theaverage annual total returnstable would be lower.

TempletonGrowth Fund,Inc. | MSCIAll CountryWorld Index-NRRisk/Return: rr_RiskReturnAbstractIndex NoDeduction forFees,Expenses,Taxes [Text]

rr_IndexNoDeductionForFeesExpensesTaxes

(index reflects nodeduction for fees,expenses or taxes but arenet of dividend taxwithholding)

Label

rr_AverageAnnualReturnLabel

MSCI All Country WorldIndex-NR (index reflectsno deduction for fees,expenses or taxes but arenet of dividend taxwithholding)

1 Year rr_AverageAnnualReturnYear01 16.25%5 Years rr_AverageAnnualReturnYear05 12.25%10 Years rr_AverageAnnualReturnYear10 9.13%


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TempletonGrowth Fund,Inc. | Class ARisk/Return: rr_RiskReturnAbstractMaximumSales ChargeImposed onPurchases (asa percentageof OfferingPrice)

rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice 5.50%

MaximumDeferredSales Charge(as apercentage ofOfferingPrice)

rr_MaximumDeferredSalesChargeOverOfferingPrice none [1]

Managementfees rr_ManagementFeesOverAssets 0.69%

Distributionand service(12b-1) fees

rr_DistributionAndService12b1FeesOverAssets 0.25%

Otherexpenses rr_OtherExpensesOverAssets 0.11% [2]

Total annualFundoperatingexpenses

rr_ExpensesOverAssets 1.05% [2],[3]

1 Year rr_ExpenseExampleYear01 $ 6513 Years rr_ExpenseExampleYear03 8655 Years rr_ExpenseExampleYear05 1,09710 Years rr_ExpenseExampleYear10 $ 1,762AnnualReturn 2011 rr_AnnualReturn2011 (6.38%)

AnnualReturn 2012 rr_AnnualReturn2012 21.54%


AnnualReturn 2014 rr_AnnualReturn2014 (1.91%)





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Year to DateReturn, Label rr_YearToDateReturnLabel

As of September 30,2021, the Fund’s year-to-date return was 3.98%.

Bar Chart,Year to DateReturn, Date

rr_BarChartYearToDateReturnDate Sep. 30, 2021

Bar Chart,Year to DateReturn

rr_BarChartYearToDateReturn 3.98%

Label rr_HighestQuarterlyReturnLabel Best QuarterHighestQuarterlyReturn, Date

rr_BarChartHighestQuarterlyReturnDate Dec. 31, 2020

HighestQuarterlyReturn

rr_BarChartHighestQuarterlyReturn 15.91%

Label rr_LowestQuarterlyReturnLabel Worst QuarterLowestQuarterlyReturn, Date

rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020

LowestQuarterlyReturn

rr_BarChartLowestQuarterlyReturn (22.02%)

Label rr_AverageAnnualReturnLabel Return before taxes1 Year rr_AverageAnnualReturnYear01 (0.06%)5 Years rr_AverageAnnualReturnYear05 4.72%10 Years rr_AverageAnnualReturnYear10 5.52%TempletonGrowth Fund,Inc. | Class A| After TaxesonDistributionsRisk/Return: rr_RiskReturnAbstractLabel rr_AverageAnnualReturnLabel Return after taxes on

distributions1 Year rr_AverageAnnualReturnYear01 (0.30%)5 Years rr_AverageAnnualReturnYear05 3.82%10 Years rr_AverageAnnualReturnYear10 4.94%


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TempletonGrowth Fund,Inc. | Class A| After TaxesonDistributionsand SalesRisk/Return: rr_RiskReturnAbstractLabel

rr_AverageAnnualReturnLabelReturn after taxes ondistributions and sale ofFund shares

1 Year rr_AverageAnnualReturnYear01 0.12%5 Years rr_AverageAnnualReturnYear05 3.70%10 Years rr_AverageAnnualReturnYear10 4.49%TempletonGrowth Fund,Inc. | Class CRisk/Return: rr_RiskReturnAbstractMaximumSales ChargeImposed onPurchases (asa percentageof OfferingPrice)

rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice none


rr_MaximumDeferredSalesChargeOverOfferingPrice 1.00%







1 Year rr_ExpenseExampleYear01 $ 2833 Years rr_ExpenseExampleYear03 5675 Years rr_ExpenseExampleYear05 97510 Years rr_ExpenseExampleYear10 1,919


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1 Year rr_ExpenseExampleNoRedemptionYear01 1833 Years rr_ExpenseExampleNoRedemptionYear03 5675 Years rr_ExpenseExampleNoRedemptionYear05 97510 Years rr_ExpenseExampleNoRedemptionYear10 $ 1,9191 Year rr_AverageAnnualReturnYear01 3.93%5 Years rr_AverageAnnualReturnYear05 5.12%10 Years rr_AverageAnnualReturnYear10 5.32%TempletonGrowth Fund,Inc. | Class RRisk/Return: rr_RiskReturnAbstractMaximumSales ChargeImposed onPurchases (asa percentageof OfferingPrice)



rr_MaximumDeferredSalesChargeOverOfferingPrice none







1 Year rr_ExpenseExampleYear01 $ 1323 Years rr_ExpenseExampleYear03 4115 Years rr_ExpenseExampleYear05 71210 Years rr_ExpenseExampleYear10 $ 1,5681 Year rr_AverageAnnualReturnYear01 5.44%5 Years rr_AverageAnnualReturnYear05 5.65%10 Years rr_AverageAnnualReturnYear10 5.85%TempletonGrowth Fund,


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Inc. | ClassR6Risk/Return: rr_RiskReturnAbstractMaximumSales ChargeImposed onPurchases (asa percentageof OfferingPrice)






rr_DistributionAndService12b1FeesOverAssets none




1 Year rr_ExpenseExampleYear01 $ 763 Years rr_ExpenseExampleYear03 2375 Years rr_ExpenseExampleYear05 41210 Years rr_ExpenseExampleYear10 $ 9191 Year rr_AverageAnnualReturnYear01 6.08%5 Years rr_AverageAnnualReturnYear05 6.28%SinceInception rr_AverageAnnualReturnSinceInception 5.32% [4]

TempletonGrowth Fund,Inc. | AdvisorClassRisk/Return: rr_RiskReturnAbstractMaximumSales ChargeImposed onPurchases (asa percentage



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of OfferingPrice)MaximumDeferredSales Charge(as apercentage ofOfferingPrice)




rr_DistributionAndService12b1FeesOverAssets none




1 Year rr_ExpenseExampleYear01 $ 823 Years rr_ExpenseExampleYear03 2565 Years rr_ExpenseExampleYear05 44410 Years rr_ExpenseExampleYear10 $ 9901 Year rr_AverageAnnualReturnYear01 5.98%5 Years rr_AverageAnnualReturnYear05 6.18%10 Years rr_AverageAnnualReturnYear10 6.39%[1] There is a 1% contingent deferred sales charge that applies to investments of $1 Million or more (see "Investment 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.

[2] Other expenses have been restated to reflect current fiscal year fees and expenses. Consequently, total Fund operating expenses differ from the ratio of

expenses to average net assets shown in the Financial Highlights.

[3] The transfer agent has contractually agreed to cap transfer agency fees for Class R6 shares of the Fund so that the transfer agency fees for that class do not

exceed 0.03% until December 31, 2022. Contractual fee waiver and/or expense reimbursement agreements may not be changed or terminated during the time

period set forth above.

[4] Since inception May 1, 2013.


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