(a) The
Registrant has adopted a code of ethics that applies to its principal executive
officers and principal financial and accounting officer.
(c) N/A
(d) N/A
(f) Pursuant
to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of its code
of ethics that applies to its principal executive officers and principal
financial and accounting officer.
Item 3. Audit Committee
Financial Expert.
(a)(1) The
Registrant has an audit committee financial expert serving on its audit
committee.
(2) The
audit committee financial experts are Ann Torre Bates and
David W. Niemiec and they are "independent" as
defined under the relevant Securities and Exchange Commission Rules and
Releases.
Item
4. Principal Accountant Fees and Services.
(a) Audit Fees
The
aggregate fees paid to the principal accountant for professional services
rendered by the principal accountant for the audit of the registrant’s annual
financial statements or for services that are normally provided by the principal
accountant in connection with statutory and regulatory filings or engagements
were $45,764 for the fiscal year ended August 31, 2022 and $46,176 for the
fiscal year ended August 31, 2021.
(b) Audit-Related Fees
The aggregate fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of Item 4 were $3,000 for the fiscal year ended August 31, 2022 and $3,133 for the fiscal year ended August 31, 2021. The services for which these fees were paid included attestation services.
There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements.
(c) Tax Fees
There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.
There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning.
(d) All Other Fees
The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant not reported in paragraphs (a)-(c) of Item 4
were $0 for the fiscal year ended August 31, 2022 and $561 for the fiscal year ended August 31, 2021. The services for which these fees were paid included review of materials provided to the fund Board in connection with the investment management contract renewal process.
The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant not reported in paragraphs (a)-(c) of Item 4
were $181,126 for the fiscal year ended August 31, 2022 and $25,812 for the fiscal year ended August 31, 2021. The services for which these fees were paid benchmarking services in connection with the ICI TA Survey, professional fees in connection with SOC 1 reports, fees in connection with license for accounting and business knowledge platform Viewpoint, and fees in connection with license for employee development tool ProEdge.
(e) (1) The registrant’s
audit committee is directly responsible for approving the services to be
provided by the auditors, including:
(i) pre-approval of all
audit and audit related services;
(ii) pre-approval of
all non-audit related services to be provided to the Fund by the auditors;
(iii) pre-approval of
all non-audit related services to be provided to the registrant by the auditors
to the registrant’s investment adviser or to any entity that controls, is controlled
by or is under common control with the registrant’s investment adviser and that
provides ongoing services to the registrant where the non-audit services relate
directly to the operations or financial reporting of the registrant; and
(iv) establishment by
the audit committee, if deemed necessary or appropriate, as an alternative to
committee pre-approval of services to be provided by the auditors, as required
by paragraphs (ii) and (iii) above, of policies and procedures to permit such
services to be pre-approved by other means, such as through establishment of
guidelines or by action of a designated member or members of the committee;
provided the policies and procedures are detailed as to the particular service
and the committee is informed of each service and such policies and procedures
do not include delegation of audit committee responsibilities, as contemplated
under the Securities Exchange Act of 1934, to management; subject, in the case
of (ii) through (iv), to any waivers, exceptions or exemptions that may be
available under applicable law or rules.
(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.
(f) No disclosures are required by this Item 4(f).
(g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $184,126 for the fiscal year ended August 31, 2022 and $29,506 for the fiscal year ended August 31, 2021.
(h) The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Item
5. Audit Committee
of Listed Registrants.
N/A Item
6. Schedule of Investments.
N/A
Item
7
. Disclosure of Proxy Voting
Policies and Procedures for Closed-End Management Investment Companies. N/A
Item 8. Portfolio Managers
of Closed-End Management Investment Companies. N/A
Item 9. Purchases of Equity
Securities by Closed-End Management Investment Company and Affiliated
Purchasers. N/A
Item 10. Submission of
Matters to a Vote of Security Holders.
There have been no changes to the procedures by which
shareholders may recommend nominees to the Registrant's Board of Trustees that would
require disclosure herein.
Item 11. Controls and
Procedures.
(a)
Evaluation of Disclosure Controls and
Procedures.
The Registrant maintains
disclosure controls and procedures that are designed to provide reasonable
assurance that information required to be disclosed in the Registrant’s filings
under the Securities Exchange Act of 1934, as amended, and the Investment
Company Act of 1940 is recorded, processed, summarized and reported within the
periods specified in the rules and forms of the Securities and Exchange
Commission. Such information is accumulated and communicated to the
Registrant’s management, including its principal executive officer and
principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure. The Registrant’s management, including the
principal executive officer and the principal financial officer, recognizes
that any set of controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives.
Within 90 days prior to the
filing date of this Shareholder Report on Form N-CSR, the Registrant had
carried out an evaluation, under the supervision and with the participation of the
Registrant’s management, including the Registrant’s principal executive officer
and the Registrant’s principal financial officer, of the effectiveness of the
design and operation of the Registrant’s disclosure controls and procedures.
Based on such evaluation, the Registrant’s principal executive officer and
principal financial officer concluded that the Registrant’s disclosure controls
and procedures are effective.
(b) Changes
in Internal Controls:
There have been no changes in the
Registrant’s internal control over financial reporting that occurred during the
period covered by this report that has materially affected, or is reasonably
likely to materially affect the internal control over financial reporting.
Item 12. Disclosure of
Securities Lending Activities for Closed-End Management Investment Company.
N/A
(a)(2) Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle,
Chief Executive Officer - Finance and Administration, and Christopher Kings,
Chief Financial Officer, Chief Accounting Officer and Treasurer
(a)(2)(1)
There were no written solicitations to purchase securities under Rule 23c-1
under the Act sent or given during the period covered by the report by or on
behalf of the Registrant to 10 or more persons.
(a)(2)(2)
There was no change in the Registrant’s independent public accountant during
the period covered by the report.
(b)
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and
Christopher Kings, Chief Financial Officer, Chief Accounting Officer and
Treasurer
Pursuant to the requirements
of the Securities Exchange Act of 1934 and the Investment Company Act of 1940,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TEMPLETON GLOBAL SMALLER
COMPANIES FUND
By S\MATTHEW
T. HINKLE______________________
Chief
Executive Officer - Finance and Administration
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
By S\MATTHEW
T. HINKLE______________________
Chief
Executive Officer - Finance and Administration
By S\CHRISTOPHER
KINGS______________________
Chief
Financial Officer, Chief Accounting Officer and Treasurer