(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 expert is Mary C. Choksi and she is "independent"
as defined under the relevant Securities and Exchange Commission Rules and
Releases.
Principal Accountant Fees
and Services.
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 $55,508for the fiscal
year ended December 31, 2021 and $64,942 for the
fiscal year ended December 31, 2020.
There were no 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.
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.
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.
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 $366 for the fiscal year ended December 31, 2021 and $0 for the fiscal year ended December 31, 2020. 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 $55,000 for the fiscal year ended December 31, 2021 and $49,800 for the
fiscal year ended December 31, 2020. The services for which these fees were
paid included issuance of an Auditors' Certificate for South Korean regulatory
shareholder disclosures, professional fees in connection with determining the
feasibility of a U.S. direct lending structure, professional services relating
to the readiness assessment over Greenhouse Gas Emissions and Energy, and
assets under management certification.
(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 $55,366 for the fiscal year ended December 31, 2021 and $49,800
for the fiscal year ended December 31, 2020.
(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.
Members of the Audit Committee are: Mary C. Choksi, J.
Michael Luttig and Constantine D. Tseretopoulos.
Item
6. Schedule of Investments.
N/A
Item
7
. Disclosure of Proxy Voting
Policies and Procedures for Closed-End Management Investment Companies.
The board of trustees of the
Fund has delegated the authority to vote proxies related to the portfolio securities
held by the Fund to the Fund’s investment manager, Franklin Advisers, Inc., in
accordance with the Proxy Voting Policies and Procedures (Policies) adopted by
the investment manager.
RESPONSIBILITY OF THE
INVESTMENT MANAGER TO VOTE PROXIES
Franklin Advisers, Inc. (hereinafter
the "Investment Manager") has delegated its administrative duties
with respect to voting proxies for securities to the Proxy Group within
Franklin Templeton Companies, LLC (the "Proxy Group"), a wholly-owned
subsidiary of Franklin Resources, Inc. Franklin Templeton Companies, LLC
provides a variety of general corporate services to its affiliates, including,
but not limited to, legal and compliance activities. Proxy duties consist of
analyzing proxy statements of issuers whose stock is owned by any client
(including both investment companies and any separate accounts managed by the
Investment Manager) that has either delegated proxy voting administrative
responsibility to the Investment Manager or has asked for information and/or
recommendations on the issues to be voted. The Investment Manager will inform
Advisory Clients that have not delegated the voting responsibility but that
have requested voting advice about the Investment Manager's views on such proxy
votes. The Proxy Group also provides these services to other advisory
affiliates of the Investment Manager.
The Proxy Group will process
proxy votes on behalf of, and the Investment Manager votes proxies solely in
the best interests of, separate account clients, the Investment Manager-managed
investment company shareholders, or shareholders of funds that have appointed
Franklin Templeton International Services S.à.r.l. (“FTIS S.à.r.l.”) as the
Management Company, provided such funds or clients have properly delegated such
responsibility in writing, or, where employee benefit plan assets subject to
the Employee Retirement Income Security Act of 1974, as amended, are involved
(“ERISA accounts”), in the best interests of the plan participants and
beneficiaries (collectively, "Advisory Clients"), unless (i) the
power to vote has been specifically retained by the named fiduciary in the
documents in which the named fiduciary appointed the Investment Manager or (ii)
the documents otherwise expressly prohibit the Investment Manager from voting
proxies. The Investment Manager recognizes that the exercise of voting rights
on securities held by ERISA plans for which the Investment Manager has voting
responsibility is a fiduciary duty that must be exercised with care, skill,
prudence and diligence.
In certain circumstances,
Advisory Clients are permitted to direct their votes in a solicitation pursuant
to the Investment Management Agreement. An Advisory Client that wishes to
direct its vote shall give reasonable prior written notice to the Investment
Manager indicating such intention and provide written instructions directing
the Investment Manager or the Proxy Group to vote regarding the solicitation.
Where such prior written notice is received, the Proxy Group will vote proxies
in accordance with such written notification received from the Advisory Client.
The Investment Manager has
adopted and implemented Proxy Voting Policies and Procedures (“Proxy Policies”)
that it believes are reasonably designed to ensure that proxies are voted in
the best interest of Advisory Clients in accordance with its fiduciary duties
and rule 206(4)-6 under the Investment Advisers Act of 1940. To the extent that
the Investment Manager has a subadvisory agreement with an affiliated
investment manager (the “Affiliated Subadviser”) with respect to a particular
Advisory Client, the Investment Manager may delegate proxy voting
responsibility to the Affiliated Subadviser. The Investment Manager may also
delegate proxy voting responsibility to a subadviser that is not an Affiliated
Subadviser in certain limited situations as disclosed to fund shareholders
(e.g., where an Investment Manager to a pooled investment vehicle has engaged a
subadviser that is not an Affiliated Subadviser to manage all or a portion of the
assets).
*
Rule 38a-1 under the Investment Company Act of 1940
(“1940 Act”) and Rule 206(4)-7 under the Investment Advisers Act of 1940
(“Advisers Act”) (together the “Compliance Rule”) require registered investment
companies and registered investment advisers to, among other things, adopt and
implement written policies and procedures reasonably designed to prevent
violations of the federal securities laws (“Compliance Rule Policies and
Procedures”).
HOW THE INVESTMENT MANAGER
VOTES PROXIES
All proxies received by the
Proxy Group will be voted based upon the Investment Manager's instructions
and/or policies. To assist it in analyzing proxies of equity securities, the
Investment Manager subscribes to Institutional Shareholder Services Inc.
("ISS"), an unaffiliated third-party corporate governance research
service that provides in-depth analyses of shareholder meeting agendas and vote
recommendations. In addition, the Investment Manager subscribes to ISS’s Proxy
Voting Service and Vote Disclosure Service. These services include receipt of
proxy ballots, custodian bank relations, account maintenance, vote execution,
ballot reconciliation, vote record maintenance, comprehensive reporting
capabilities, and vote disclosure services. Also, 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 the shareholder
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 does not consider recommendations from a Proxy
Service or any third-party to be determinative of the Investment Manager's
ultimate decision. Rather, the Investment Manager exercises its independent
judgment in making voting decisions. As a matter of policy, the officers,
directors and employees of the Investment Manager and the Proxy Group will not
be influenced by outside sources whose interests conflict with the interests of
Advisory Clients.
For ease of reference, the
Proxy Policies often refer to all Advisory Clients. However, our processes and
practices seek to ensure that proxy voting decisions are suitable for
individual Advisory Clients. In some cases, the investment manager’s evaluation
may result in an individual Advisory Client or Investment Manager voting
differently, depending upon the nature and objective of the fund or account, the
composition of its portfolio, whether the Investment Manager has adopted a
specialty or custom voting policy, and other factors.
Circumstances Where the
Investment Manager May Generally Rely on the Recommendations of a Proxy Service
Certain of the Investment
Manager’s clients’ accounts are separate accounts or funds (or a portion thereof)
that follow a smart beta strategy, are passively managed to track a particular
securities index, or employ a quantitative strategy. These accounts include
certain client accounts managed by Franklin Templeton Investment Solutions
(“FTIS”), a business unit of the Investment Manager that are managed systematically
to either (i) track a specified securities index (including but not limited to
exchange traded funds (“ETFs”)) or (ii) seek to achieve other stated investment
objectives.
In the case of accounts
managed to track an index, the primary criteria for determining whether a
security should be included (or continue to be included) in an investment portfolio
is whether such security is a representative component of the securities index
that the account is seeking to track. For other systematically-managed accounts
that do not track a specific index, FTIS’s proprietary methodologies rely on a
combination of quantitative, qualitative, and behavioral analysis rather than
fundamental security research and analyst coverage that an actively-managed
portfolio would ordinarily employ. Accordingly, absent client direction, in
light of the high number of positions held by such accounts and the
considerable time and effort that would be required to review proxy statements
and ISS or Glass Lewis recommendations, the Investment Manager may review ISS’s
non-US Benchmark guidelines, ISS’s specialty guidelines (in particular, ISS’s
Sustainability guidelines), or Glass Lewis’s US guidelines ( the “the ISS and
Glass Lewis Proxy Voting Guidelines”) and determine, consistent with the best
interest of its clients, to provide standing instructions to the Proxy Group to
vote proxies according to the recommendations of ISS or Glass Lewis.
The Investment Manager,
however, retains the ability to vote a proxy differently than ISS or Glass
Lewis recommends if the Investment Manager determines that it would be in the
best interests of Advisory Clients (for example, where an issuer files
additional solicitation materials after a Proxy Service has issued its voting
recommendations but sufficiently before the vote submission deadline and these
materials would reasonably be expected to affect the Investment Manager’s
voting determination).
All conflicts of interest will
be resolved in the best interests of the Advisory Clients. The Investment
Manager is an affiliate of a large, diverse financial services firm with many
affiliates and makes its best efforts to mitigate conflicts of interest.
However, as a general matter, the Investment Manager
takes the position that relationships between certain affiliates acquired as a
result of the Legg Mason transaction that do not use the “Franklin Templeton”
name (“Legg Mason Affiliates”) and an issuer (e.g., an investment management
relationship between an issuer and a Legg Mason Affiliate) do not present a
conflict of interest for the Investment Manager in voting proxies with respect
to such issuer because: (i) the Investment Manager operates as an independent
business unit from the Legg Mason Affiliate business units, and (ii) informational
barriers exist between the Investment Manager and the Legg Mason Affiliate
business units. Franklin Templeton employees are under an obligation to bring
any conflicts of interest, including conflicts of interest which may arise
because of an attempt by a Legg Mason Affiliate business unit or officer or
employee to influence proxy voting by the Investment Manager to the attention
of Franklin Templeton’s Compliance.
Material
conflicts of interest could arise in a variety of situations, including as a result
of the Investment Manager’s or an affiliate’s (other than a Legg Mason
Affiliate as described above): (i) material business relationship with an
issuer or proponent, (ii) direct or indirect pecuniary interest in an issuer or
proponent; or (iii) significant personal or family relationship with an issuer
or proponent.
Material conflicts of interest are identified by the Proxy Group based
upon analyses of client, distributor, broker dealer, and vendor lists,
information periodically gathered from directors and officers, and information
derived from other sources, including public filings. The Proxy Group gathers
and analyzes this information on a best efforts basis, as much of this
information is provided directly by individuals and groups other than the Proxy
Group, and the Proxy Group relies on the accuracy of the information it
receives from such parties.
Nonetheless, even though a
potential conflict of interest between the Investment
Manager or an affiliate (other than a Legg Mason Affiliate as described above)
and an issuer may exist: (1) the Investment Manager may vote in opposition
to the recommendations of an issuer’s management even if contrary to the
recommendations of a third-party proxy voting research provider; (2) if
management has made no recommendations, the Proxy Group may defer to the voting
instructions of the Investment Manager; and (3) with respect to shares held by
Franklin Resources, Inc. or its affiliates for their own corporate accounts,
such shares may be voted without regard to these conflict procedures.
Otherwise,
in
situations where a material
conflict of interest is identified between the Investment Manager or one of its
affiliates (other than Legg Mason Affiliates) and
an issuer, the Proxy Group may vote consistent with the voting recommendation
of a Proxy Service or send the proxy directly to the relevant Advisory Clients with
the Investment Manager’s recommendation regarding the vote for approval.
Where the Proxy Group refers
a matter to an Advisory Client, it may rely upon the instructions of a
representative of the Advisory Client, such as the board of directors or trustees,
a committee of the board, or an appointed delegate in the case of a U.S.
registered investment company, a conducting officer in the case of a fund that
has appointed FTIS S.à.r.l as its Management Company, the Independent Review
Committee for Canadian investment funds, or a plan administrator in the case of
an employee benefit plan. A quorum of the board of directors or trustees or of
a committee of the board can be reached by a majority of members, or a majority
of non-recused members. The Proxy Group may determine to vote all shares held
by Advisory Clients of the Investment Manager and affiliated Investment
Managers (other than Legg Mason Affiliates) in accordance
with the instructions of one or more of the Advisory Clients.
The Investment Manager may
also decide whether to vote proxies for securities deemed to present conflicts
of interest that are sold following a record date, but before a shareholder meeting
date. The Investment Manager may consider various factors in deciding whether
to vote such proxies, including the Investment Manager’s long-term view of the
issuer’s securities for investment, or it may defer the decision to vote to the
applicable Advisory Client. The Investment Manager also may be unable to vote,
or choose not to vote, a proxy for securities deemed to present a conflict of
interest for any of the reasons outlined in the first paragraph of the section
of these policies entitled “Proxy Procedures.”
Where a material conflict of
interest has been identified, but the items on which the Investment Manager’s
vote recommendations differ from a Proxy Service relate specifically to (1) shareholder
proposals regarding social or environmental issues, (2) “Other Business” without
describing the matters that might be considered, or (3) items the Investment
Manager wishes to vote in opposition to the recommendations of an issuer’s
management, the Proxy Group may defer to the vote recommendations of the
Investment Manager rather than sending the proxy directly to the relevant
Advisory Clients for approval.
To avoid certain potential
conflicts of interest, the Investment Manager will employ echo voting or
pass-through voting, if possible, in the following instances: (1) when a
Franklin Templeton U.S. registered investment company invests in an underlying
fund in reliance on any one of Sections 12(d)(1)(F), or (G) of the Investment
Company Act of 1940, as amended, (“1940 Act”), the rules thereunder, or pursuant
to a U.S. Securities and Exchange Commission (“SEC”) exemptive order
thereunder; (2) when a Franklin Templeton U.S. registered investment company
invests uninvested cash in affiliated money market funds pursuant to the rules
under the 1940 Act or any exemptive orders thereunder (“cash sweep
arrangement”); or (3) when required pursuant to the fund’s governing documents
or applicable law. Echo voting means that the Investment Manager will vote the
shares in the same proportion as the vote of all other holders of the fund’s
shares. With respect to instances when a Franklin Templeton U.S. registered
investment company invests in an underlying fund in reliance on any one of
Sections 12(d)(1)(F) or (G) of the 1940 Act, the rules thereunder, or pursuant
to an SEC exemptive order thereunder, and there are no other unaffiliated
shareholders also invested in the underlying fund, the Investment Manager will
vote in accordance with the recommendation of such investment company’s board
of trustees or directors. In addition, to avoid certain potential conflicts of
interest, and where required under a fund’s governing documents or applicable
law, the Investment Manager will employ pass-through voting when a Franklin
Templeton U.S. registered investment company invests in an underlying fund in
reliance on Section 12(d)(1)(E) of the 1940 Act, the rules thereunder, or
pursuant to an SEC exemptive order thereunder. In “pass-through voting,” a
feeder fund will solicit voting instructions from its shareholders as to how to
vote on the master fund’s proposals. If a Franklin Templeton investment company
becomes a holder of more than 25% of the shares on a non-affiliated fund, as a
result of a decrease in the outstanding shares of the non-affiliated fund, then
the Investment Manager will vote the shares in the same proportion as the vote
of all other holders of the non-affiliated fund.
In addition, with respect to
an open-ended collective investment scheme formed as a Société d'Investissement
à capital variable (SICAV), in accordance with Luxembourg law, if one sub-fund
(the “Acquirer”) has invested in another sub-fund of the SICAV (the “Target”),
then the voting rights attached to the shares of the Target will be suspended for
voting purposes as long as they are held by the Acquirer. Similarly, in
accordance with Canadian law, Canadian mutual funds that are invested in another
proprietary mutual fund are prohibited from voting the units of the underlying
fund.
Weight Given Management
Recommendations
One of the primary factors
the Investment Manager considers when determining the desirability of investing
in a particular company is the quality and depth of that company's management.
Accordingly, the recommendation of management on any issue is a factor that the
Investment Manager considers in determining how proxies should be voted.
However, the Investment Manager does not consider recommendations from
management to be determinative of the Investment Manager's ultimate decision.
Each issue is considered on its own merits, and the Investment Manager will not
support the position of a company's management in any situation where it
determines that the ratification of management's position would adversely
affect the investment merits of owning that company's shares.
The Investment Manager
believes that engagement with issuers is important to good corporate governance
and to assist in making proxy voting decisions. The Investment Manager may
engage with issuers to discuss specific ballot items to be voted on in advance
of an annual or special meeting to obtain further information or clarification
on the proposals. The Investment Manager may also engage with management on a
range of environmental, social or corporate governance issues throughout the
year.
The Proxy Group is part of the
Franklin Templeton Companies, LLC Legal Department and is overseen by legal
counsel. Full- time staff members and support staff (which includes individuals
that are employees of affiliates of Franklin Templeton Companies, LLC) are
devoted to proxy voting administration and oversight and providing support and
assistance where needed. On a daily basis, the Proxy Group will review each
proxy upon receipt as well as any agendas, materials and recommendations that
they receive from a Proxy Service or other sources. The Proxy Group maintains a
record of all shareholder meetings that are scheduled for companies whose
securities are held by the Investment Manager's managed funds and accounts. For
each shareholder meeting, a member of the Proxy Group will consult with the
research analyst that follows the security and provide the analyst with the
agenda, analyses of one or more Proxy Services, recommendations and any other
information provided to the Proxy Group. Except in situations identified as
presenting material conflicts of interest, the Investment Manager's research
analyst and relevant portfolio manager(s) are responsible for making the final
voting decision based on their review of the agenda, analyses of one or more
Proxy Services, proxy statements, their knowledge of the company and any other
information publicly available.
In situations where the
Investment Manager has not responded with vote recommendations to the Proxy
Group by the deadline date, the Proxy Group may vote consistent with the vote
recommendations of a Proxy Service. Except in cases where the Proxy Group is
voting consistent with the voting recommendation of a Proxy Service, the Proxy
Group must obtain voting instructions from the Investment Manager's research
analyst, relevant portfolio manager(s), legal counsel and/or the Advisory
Client prior to submitting the vote. In the event that an account holds a
security that the Investment Manager did not purchase on its behalf, and the
Investment Manager does not normally consider the security as a potential
investment for other accounts, the Proxy Group may vote consistent with the
voting recommendations of a Proxy Service or take no action on the meeting.
The Proxy Group is fully
cognizant of its responsibility to process proxies and maintain proxy records
as may be required by relevant rules and regulations. In addition, the
Investment Manager understands its fiduciary duty to vote proxies and that
proxy voting decisions may affect the value of shareholdings. Therefore, 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 may
choose not to vote a proxy, such as where: (i) a proxy ballot was not received
from the custodian bank; (ii) a meeting notice was received too late; (iii)
there are fees imposed upon the exercise of a vote and it is determined that
such fees outweigh the benefit of voting; (iv) there are legal encumbrances to
voting, including blocking restrictions in certain markets that preclude the
ability to dispose of a security if the Investment Manager votes a proxy or
where the Investment Manager is prohibited from voting by applicable law, economic
or other sanctions, or other regulatory or market requirements, including but
not limited to, effective Powers of Attorney; (v) additional documentation or
the disclosure of beneficial owner details is required; (vi) the Investment
Manager held shares on the record date but has sold them prior to the meeting
date; (vii) the Advisory Client held shares on the record date, but the
Advisory Client closed the account prior to the meeting date; (viii) a proxy
voting service is not offered by the custodian in the market; (ix) due to
either system error or human error, the Investment Manager’s intended vote is
not correctly submitted; (x) the Investment Manager believes it is not in the
best interest of the Advisory Client to vote the proxy for any other reason not
enumerated herein; or (xi) a security is subject to a securities lending or
similar program that has transferred legal title to the security to another
person.
Even if the Investment
Manager uses reasonable efforts to vote a proxy on behalf of its Advisory
Clients, such vote or proxy may be rejected because of (a) operational or
procedural issues experienced by one or more third parties involved in voting
proxies in such jurisdictions; (b) changes in the process or agenda for the
meeting by the issuer for which the Investment Manager does not have sufficient
notice; or (c) the exercise by the issuer of its discretion to reject the vote
of the Investment Manager. In addition, despite the best efforts of the Proxy
Group and its agents, there may be situations 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
companies advised by the Investment Manager or its affiliates, determine to use
its best efforts to recall any security on loan where the Investment 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 voting
purposes. The Investment Manager will not generally make such efforts on behalf
of other Advisory Clients or notify such Advisory Clients or their custodians
that the Investment Manager or its affiliates has learned of such a vote.
There may be instances in
certain non-U.S. markets where split voting is not allowed. Split voting occurs
when a position held within an account is voted in accordance with two
differing instructions. Some markets and/or issuers only allow voting on an
entire position and do not accept split voting. In certain cases, when more
than one Franklin Templeton Investment Manager has accounts holding shares of
an issuer that are held in an omnibus structure, the Proxy Group will seek
direction from an appropriate representative of the Advisory Client with
multiple Investment Managers (such as a conducting officer of the Management
Company in the case of a SICAV), or the Proxy Group will submit the vote based
on the voting instructions provided by the Investment Manager with accounts
holding the greatest number of shares of the security within the omnibus
structure.
The Investment Manager may
vote against an agenda item where no further information is provided,
particularly in non-U.S. markets. For example, if "Other Business" is
listed on the agenda with no further information included in the proxy
materials, the Investment Manager may vote against the item as no information
has been provided prior to the meeting in order to make an informed decision.
The Investment Manager may also enter a "withhold" vote on the
election of certain directors from time to time based on individual situations,
particularly where the Investment Manager is not in favor of electing a
director and there is no provision for voting against such director.
If several issues are bundled
together in a single voting item, the Investment Manager will assess the total
benefit to shareholders and the extent that such issues should be subject to
separate voting proposals.
The following describes the
standard procedures that are to be followed with respect to carrying out the
Investment Manager's proxy policy:
1. The Proxy Group will identify
all Advisory Clients, maintain a list of those clients, and indicate those
Advisory Clients who have delegated proxy voting authority in writing to the
Investment Manager. The Proxy Group will periodically review and update this
list. If the agreement with an Advisory Client permits the Advisory Client to
provide instructions to the Investment Manager regarding how to vote the
client’s shares, the Investment Manager will make a best-efforts attempt to
vote per the Advisory Client’s instructions.
2. All relevant information
in the proxy materials received (e.g., the record date of the meeting) will be
recorded promptly by the Proxy Group to maintain control over such materials.
3. The Proxy Group will
review and compile information on each proxy upon receipt of any agendas,
materials, reports, recommendations from a Proxy Service, or other information.
The Proxy Group will then forward (or otherwise make available) this
information to the appropriate research analyst for review and voting
instructions.
4. In determining how to
vote, the Investment Manager's analysts and relevant portfolio manager(s) will
consider their in-depth knowledge of the company, any readily available
information and research about the company and its agenda items, and the
recommendations of a Proxy Service.
5. The Proxy Group is responsible
for maintaining the documentation that supports the Investment Manager’s voting
decision. Such documentation may include, but is not limited to, any
information provided by a Proxy Service and, with respect to an issuer that presents
a potential conflict of interest, any board or audit committee memoranda
describing the position it has taken. Additionally, the Proxy Group may include
documentation obtained from the research analyst, portfolio manager and/or
legal counsel; however, the relevant research analyst may, but is not required
to, maintain additional documentation that was used or created as part of the
analysis to reach a voting decision, such as certain financial statements of an
issuer, press releases, or notes from discussions with an issuer’s management.
6. After the proxy is completed
but before it is returned to the issuer and/or its agent, the Proxy Group may
review those situations including special or unique documentation to determine
that the appropriate documentation has been created, including conflict of
interest screening. If the Proxy Group learns that an issuer has filed
additional solicitation materials sufficiently prior to the submission
deadline, the Proxy Group will disseminate this information to the Investment
Manager so that the Investment Manager may consider this information and
determine whether it is material to its voting decision.
7. The Proxy Group will make
every effort to submit the Investment Manager's vote on all proxies to ISS by
the cut-off date. However, in certain foreign jurisdictions or instances where
the Proxy Group did not receive sufficient notice of the meeting, the Proxy
Group will use its best efforts to send the voting instructions to ISS in time
for the vote to be processed.
8. With respect to proprietary
products, the Proxy Group will file Powers of Attorney in all jurisdictions
that require such documentation on a best efforts basis; the Proxy Group does
not have authority to file Powers of Attorney on behalf of other Advisory
Clients. On occasion, the Investment Manager may wish to attend and vote at a
shareholder meeting in person. In such cases, the Proxy Group will use its best
efforts to facilitate the attendance of the designated Franklin Templeton
employee by coordinating with the relevant custodian bank.
9. The Proxy Group prepares
reports for each separate account client that has requested a record of votes
cast. The report specifies the proxy issues that have been voted for the
Advisory Client during the requested period and the position taken with respect
to each issue. The Proxy Group sends one copy to the Advisory Client, retains a
copy in the Proxy Group’s files and forwards a copy to either the appropriate
portfolio manager or the client service representative. While many Advisory
Clients prefer quarterly or annual reports, the Proxy Group will provide
reports for any timeframe requested by an Advisory Client.
10. If the Franklin Templeton
Services, LLC Global Trade Services learns of a vote that may affect a security
on loan from a proprietary registered investment company, Global Trade Services
will notify the Investment Manager. If the Investment Manager decides that the
vote is material and it would be in the best interests of shareholders to
recall the security, the Investment Manager will advise Global Trade Services
to contact the lending agent in an effort to retrieve the security. If so
requested by the Investment Manager, Global Trade Services shall use its best
efforts to recall any security on loan and will use other practicable and
legally enforceable means to ensure that the Investment Manager is able to vote
proxies for proprietary registered investment companies with respect to such
loaned securities. However, there can be no guarantee that the securities can
be retrieved for such purposes. Global Trade Services will advise the Proxy
Group of all recalled securities. Many Advisory Clients have entered into
securities lending arrangements with agent lenders to generate additional
revenue. Under normal circumstances, the Investment Manager will not make
efforts to recall any security on loan for voting purposes on behalf of other
Advisory Clients or notify such clients or their custodians that the Investment
Manager or its affiliates have learned of such a vote.
11. The Proxy Group
participates in Franklin Templeton Investment’s Business Continuity and
Disaster Preparedness programs. The Proxy Group will conduct disaster recovery
testing on a periodic basis in an effort to ensure continued operations of the
Proxy Group in the event of a disaster. Should the Proxy Group not be fully
operational, then the Proxy Group may instruct ISS to vote all meetings
immediately due per the recommendations of the appropriate third-party proxy
voting service provider.
12. The Proxy Group, in conjunction
with legal staff responsible for coordinating Fund disclosure, on a timely
basis, will file all required Form N-PXs, with respect to proprietary U.S.
registered investment companies, disclose that each U.S.-registered fund’s
proxy voting record is available on the Franklin Templeton web site, and will
make available the information disclosed in each fund’s Form N-PX as soon as is
reasonably practicable after filing Form N-PX with the SEC. The Proxy Group
will work with legal staff in other jurisdictions, as needed, to help support
required proxy voting disclosure in such markets.
13. The Proxy Group, in
conjunction with legal staff responsible for coordinating Fund disclosure, will
ensure that all required disclosure about proxy voting of the proprietary U.S.
registered investment companies is made in such clients’ disclosure documents.
14. The Proxy Group is
subject to periodic review by Internal Audit and compliance groups.
15. The Investment Manager
will review the guidelines of each Proxy Service, with special emphasis on the
factors they use with respect to proxy voting recommendations.
16. The Proxy Group will
update the proxy voting policies and procedures as necessary for review and
approval by legal, compliance, investment officers, and/or other relevant
staff.
17. The Proxy Group will
familiarize itself with the procedures of ISS that govern the transmission of
proxy voting information from the Proxy Group to ISS and periodically review how
well this process is functioning. The Proxy Group, in conjunction with the
compliance department, will conduct periodic due diligence reviews of each
Proxy Service via on-site visits or by written questionnaires. As part of the
periodic due diligence process, the Investment Manager assesses the adequacy
and quality of each Proxy Service’s staffing and personnel to ensure each Proxy
Service has the capacity and competency to adequately analyze proxy issues and
the ability to make proxy voting recommendations based on materially accurate
information. In the event the Investment Manager discovers an error in the
research or voting recommendations provided by a Proxy Service, it will take
reasonable steps to investigate the error and seek to determine whether the
Proxy Service is taking reasonable steps to reduce similar errors in the
future. In addition, the Investment Manager assesses the robustness of Proxy
Service’s policies regarding (1) ensuring proxy voting recommendations are
based on current and accurate information, and (2) identifying and addressing
any conflicts of interest. The Investment Manager also considers the
independence of each Proxy Service on an on-going basis.
18. The Proxy Group will
investigate, or cause others to investigate, any and all instances where these
Procedures have been violated or there is evidence that they are not being
followed. Based upon the findings of these investigations, the Proxy Group, if
practicable, will recommend amendments to these Procedures to minimize the likelihood
of the reoccurrence of non-compliance.
19. At least annually, the
Proxy Group will verify that:
a. A sampling of proxies
received by Franklin Templeton Investments has been voted in a manner
consistent with the Proxy Voting Policies and Procedures;
b. A sampling of proxies
received by Franklin Templeton Investments has been voted in accordance with
the instructions of the Investment Manager;
c. Adequate disclosure has
been made to clients and fund shareholders about the procedures and how proxies
were voted in markets where such disclosures are required by law or regulation;
and
d. Timely filings were
made with applicable regulators, as required by law or regulation, related to
proxy voting.
The Proxy Group is
responsible for maintaining appropriate proxy voting records. Such records will
include, but are not limited to, a copy of all materials returned to the issuer
and/or its agent, the documentation described above, listings of proxies voted
by issuer and by client, each written client request for proxy voting
policies/records and the Investment Manager’s written response to any client
request for such records, and any other relevant information. The Proxy Group
may use an outside service such as ISS to support this recordkeeping function.
All records will be retained in either hard copy or electronic format for at
least five years, the first two of which will be on-site. Advisory Clients may
request copies of their proxy voting records by calling the Proxy Group collect
at 1-954-527-7678, or by sending a written request to: Franklin Templeton
Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention:
Proxy Group. The Investment Manager does not disclose to third parties (other
than ISS) the proxy voting records of its Advisory Clients, except to the
extent such disclosure is required by applicable law or regulation or court order.
Advisory Clients may review the Investment Manager's proxy voting policies and
procedures on-line at www.franklintempleton.com and may request additional copies
by calling the number above. For U.S. proprietary registered investment
companies, an annual proxy voting record for the period ending June 30 of each
year will be posted to www.franklintempleton.com no later than August 31 of
each year. For proprietary Canadian mutual fund products, an annual proxy
voting record for the period ending June 30 of each year will be posted to
www.franklintempleton.ca no later than August 31 of each year. For proprietary
Australian mutual fund products, an annual proxy voting record for the period
ending June 30 of each year will be posted to www.franklintempleton.com.au no
later than September 30 of each year. The Proxy Group will periodically review
the web site posting and update the posting when necessary. In addition, the
Proxy Group is responsible for ensuring that the proxy voting policies,
procedures and records of the Investment Manager are available as required by
law and is responsible for overseeing the filing of such U.S. registered
investment company voting records with the SEC.
PROCEDURES FOR MEETINGS
INVOLVING FIXED INCOME SECURITIES & PRIVATELY HELD ISSUERS
From time to time, certain
custodians may process events for fixed income securities through their proxy
voting channels rather than corporate action channels for administrative
convenience. In such cases, the Proxy Group will receive ballots for such
events on the ISS voting platform. The Proxy Group will solicit voting
instructions from the Investment Manager for each account or fund involved. If
the Proxy Group 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, for the reasons described under the section
entitled “Proxy Procedures.”
In the rare instance where
there is a vote for a privately held issuer, the decision will generally be
made by the relevant portfolio managers or research analysts.
The Proxy Group will monitor
such meetings involving fixed income securities or privately held issuers for
conflicts of interest in accordance with these procedures. If a fixed income or
privately held issuer is flagged as a potential conflict of interest, the
Investment Manager may nonetheless vote as it deems in the best interests of
its Advisory Clients. The Investment Manager will report such decisions on an
annual basis to Advisory Clients as may be required.
The ISS proxy voting guidelines
can be found at: https://www.issgovernance.com/policy-gateway/voting-policies/.
The Glass Lewis proxy voting
guidelines can be found at: https://www.glasslewis.com/voting-policies-current/.
Item 8. Portfolio Managers
of Closed-End Management Investment Companies.
(a)(1) As of February 28, 2022,
the portfolio managers of the Fund are as follows:
MICHAEL HASENSTAB,
Ph.D., Executive Vice President of Franklin
Advisers, Inc.
Dr. Hasenstab has been a
portfolio manager of the Fund since 2002. 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 with
anticipated management requirements. The degree to which he may perform these
functions, and the nature of these functions, may change from time to time.
He first joined Franklin Templeton in 1995,
rejoining again in 2001 after a three-year leave to obtain his PH.D.
Calvin Ho, Ph.D.,
Senior Vice President of Franklin Advisers
Dr. Ho has been a portfolio
manager of the Fund since December 2018. He provides
research and advice on the purchases and sales of
individual securities and portfolio risk assessment. He joined Franklin Templeton
in 2005.
(a)(2) This section reflects
information about the portfolio managers as of the fiscal year ended December
31, 2021.
The following table shows the
number of other accounts managed by each portfolio manager and the total assets
in the accounts managed within each category:
|
Number of Other Registered
Investment Companies Managed1
|
Assets of Other Registered
Investment Companies Managed
|
Number of Other Pooled
Investment Vehicles Managed1
|
Assets of Other Pooled
Investment Vehicles Managed
|
Number of Other Accounts
Managed1
|
Assets of Other Accounts
Managed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The various
pooled investment vehicles and accounts listed are managed by a team of investment
professionals. Accordingly, the individual manager listed would not be solely
responsible for managing such listed amounts.
Dr.
Hasenstab manages Pooled Investment Vehicles and Other Accounts with $3,591 in total
assets with a performance fee.
Portfolio managers that
provide investment services to the Fund may also provide services to a variety of
other investment products, including other funds, institutional accounts and private
accounts. The advisory fees for some of such other products and accounts may
be different than that charged to the Fund and may include performance based
compensation (as noted in the chart above, if any). This may result in fees
that are higher (or lower) than the advisory fees paid by the Fund. As a matter
of policy, each fund or account is managed solely for the benefit of the
beneficial owners thereof. As discussed below, the separation of the trading
execution function from the portfolio management function and the application
of objectively based trade allocation procedures help to mitigate potential
conflicts of interest that may arise as a result of the portfolio managers
managing accounts with different advisory fees.
Conflicts.
The management of multiple funds, including the Fund,
and accounts may also give rise to potential conflicts of interest if the funds
and other accounts have different objectives, benchmarks, time horizons, and
fees as the portfolio manager must allocate his or her time and investment
ideas across multiple funds and accounts. The investment manager seeks to
manage such competing interests for the time and attention of portfolio
managers by having portfolio managers focus on a particular investment discipline.
Most other accounts managed by a portfolio manager are managed using the same
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 the potential
for conflicts of interest. As noted above, the separate management of the trade
execution and valuation functions from the portfolio management process also
helps to reduce potential conflicts of interest. However, securities selected for
funds or accounts other than the Fund may outperform the securities selected
for the Fund. Moreover, if a portfolio manager identifies a limited investment
opportunity that may be suitable for more than one fund or other account, the
Fund may not be able to take full advantage of that opportunity due to an
allocation of that opportunity across all eligible funds and other accounts. The
investment manager seeks to manage such potential conflicts by using procedures
intended to provide a fair allocation 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’s base pay
and bonus tend to increase with additional and more complex responsibilities
that include increased assets under management. As such, there may be an
indirect relationship between a portfolio manager’s marketing or sales efforts
and his or her bonus.
Finally, the management of
personal accounts by a portfolio manager may give rise to potential conflicts
of interest. While the funds and the investment manager have adopted a code of
ethics which they believe contains provisions designed to prevent a wide range
of prohibited activities by portfolio managers and others with respect to their
personal trading activities, there can be no assurance that the code of ethics
addresses all individual conduct that could result in conflicts of interest.
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 situation where a conflict arises.
Compensation.
The investment manager seeks to maintain a
compensation program that is competitively positioned to attract, retain and
motivate top-quality investment professionals. Portfolio managers receive a
base salary, a cash incentive bonus opportunity, an equity compensation
opportunity, and a benefits package. Portfolio manager compensation is reviewed
annually and the level of compensation is based on individual performance, the
salary range for a portfolio manager’s level of responsibility and Franklin
Templeton guidelines. Portfolio managers are provided no financial incentive to
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’s shareholders. 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%). The deferred
equity-based compensation is intended to build a vested interest of the
portfolio manager in the financial performance of both Resources and mutual funds
advised by the investment manager. The bonus plan is intended to provide a
competitive level of annual bonus compensation that is tied to the portfolio
manager achieving consistently strong 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, with responsibility for the Fund, have discretion in the
granting of annual bonuses to portfolio managers in accordance with Franklin
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 of all accounts managed by
the portfolio manager over the 1, 3 and 5 preceding years measured against
risk benchmarks developed by the fixed income management team. The pre-tax
performance of each fund managed is measured 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’s business and the investment management team, including business
knowledge, productivity, customer service, creativity, and contribution to
team goals, 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 the investment manager’s
appraisal.
Additional
long-term equity-based compensation
.
Portfolio managers may also be awarded restricted shares or units of Resources
stock or restricted shares or units of one or more mutual funds. Awards of such
deferred equity-based compensation typically vest over time, so as to create
incentives to retain key talent.
Portfolio managers also participate in
benefit plans and programs available generally to all employees of the
investment manager.
Ownership of Fund shares.
The investment manager has a policy of
encouraging portfolio managers to invest in the funds they manage. Exceptions
arise when, for example, a fund is closed to new investors or when tax
considerations or jurisdictional constraints cause such an investment to be inappropriate
for the portfolio manager. The following is the dollar range of Fund shares
beneficially owned by the portfolio managers (such amounts may change from time
to time):
|
Dollar Range of Fund Shares Beneficially Owned
|
|
|
|
|
Item 9. Purchases of Equity
Securities by Closed-End Management Investment Company and Affiliated Purchasers.
|
|
|
|
|
|
Total Number of Shares
Purchased
|
Average Price Paid per
Share
|
Total Number of Shares
Purchased as Part of Publicly Announced Plans or Program
|
Maximum Number (or
Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans
or Programs
|
Month #1 (7/1/21 - 7/31/21)
|
|
|
|
|
Month #2 (8/1/21 - 8/31/21)
|
|
|
|
|
Month #3 (9/1/21 - 9/30/21)
|
|
|
|
|
Month #4 (10/1/21 - 10/31/21)
|
|
|
|
|
Month #5 (11/1/21 - 11/30/21)
|
|
|
|
|
Month #6 (12/1/21 - 12/31/21)
|
|
|
|
|
|
|
|
|
|
The Board previously authorized
an open-market share repurchase program pursuant to which the Fund may
purchase, from time to time, Fund shares in open-market transactions, at the
discretion of management. Effective February 26, 2013, the Board approved a
modification to the Fund’s previously announced open-market share repurchase
program to authorize the Fund to repurchase up to 10% of the Fund’s shares
outstanding in open market transactions as of that date, at the discretion of
management. The Fund made no share repurchases under this program for the 6
months ended December 31, 2021. Since the inception of the program, the Fund
had repurchased a total of 11,210,400 shares.
*On October 13, 2021, the Fund
announced a tender offer to purchase for cash up to 70 percent of its issued
and outstanding common shares (93,900,910 shares), each without par value. The
tender period commenced on November 8, 2021 and expired at 11:59 p.m. Eastern
time on December 7, 2021. The Fund accepted 31,347,231 shares for cash payment
at a price equal to $5.43 per share. This purchase price was 99% of the Fund’s
NAV per share of $5.48 as of the close of regular trading on the NYSE on
December 8, 2021.
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
(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
(c) Pursuant to the
Securities and Exchange Commission’s Order granting relief from Section 19(b)
of the Investment Company Act of 1940, the 19(a) Notices to Beneficial Owners
are attached hereto as Exhibit
SIGNATURES
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 INCOME
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