0001193125-20-061556.txt : 20200304 0001193125-20-061556.hdr.sgml : 20200304 20200304155035 ACCESSION NUMBER: 0001193125-20-061556 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200304 DATE AS OF CHANGE: 20200304 EFFECTIVENESS DATE: 20200304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLETON DRAGON FUND INC CENTRAL INDEX KEY: 0000919893 IRS NUMBER: 650473580 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-08394 FILM NUMBER: 20687020 BUSINESS ADDRESS: STREET 1: 300 S.E. 2ND STREET CITY: FORT LAUDERDALE STATE: FL ZIP: 33301-1923 BUSINESS PHONE: 9545277500 MAIL ADDRESS: STREET 1: 300 S.E. 2ND STREET CITY: FORT LAUDERDALE STATE: FL ZIP: 33301-1923 N-CSR 1 d896844dncsr.htm TEMPLETON DRAGON FUND TEMPLETON DRAGON FUND

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-08394

 

 

Templeton Dragon Fund, Inc.

(Exact name of registrant as specified in charter)

 

 

300 S.E. 2nd Street, Fort Lauderdale, FL 33301-1923

(Address of principal executive offices) (Zip code)

 

 

Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (954) 527-7500

Date of fiscal year end: 12/31

Date of reporting period: 12/31/19

 

 

 


Item 1.    Reports to Stockholders.


LOGO


 

 

 

Internet Delivery of Fund Reports Unless You Request Paper Copies: Effective January 1, 2021, as permitted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request them from the Fund or your financial intermediary. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you have not signed up for electronic delivery, we would encourage you to join fellow shareholders who have. You may elect to receive shareholder reports and other communications electronically from the Fund by calling (800) 416-5585 or by contacting your financial intermediary.

You may elect to continue to receive paper copies of all your future shareholder reports free of charge by contacting your financial intermediary or, if you invest directly with a Fund, calling (800) 416-5585 to let the Fund know of your request. Your election to receive reports in paper will apply to all funds held in your account.


FRANKLIN TEMPLETON

Successful investing begins with ambition. And achievement only comes when you reach for it. That’s why we continually strive to deliver better outcomes for investors. No matter what your goals are, our deep, global investment expertise allows us to offer solutions that can help.

During our more than 70 years of experience, we’ve managed through all kinds of markets—up, down and those in between. We’re always preparing for what may come next. It’s because of this, combined with our strength as one of the world’s largest asset managers that we’ve earned the trust of millions of investors around the world.

 

Contents

 

   
Annual Report   
Templeton Dragon Fund, Inc.      2  
Performance Summary      6  
Important Notice to Shareholders      8  
Consolidated Financial Highlights and Consolidated Statement of Investments      9  
Consolidated Financial Statements      14  
Notes to Consolidated Financial Statements      17  
Report of Independent Registered Public Accounting Firm      24  
Tax Information      25  
Annual Meeting of Shareholders      26  
Dividend Reinvestment and Cash Purchase Plan      27  
Board Members and Officers      29  
Shareholder Information      34  

 

Visit franklintempleton.com/investor/

investments-and-solutions/investment-options/closd-end-funds/ for fund updates, to access your account, or to

find helpful financial planning tools.

        

 

 

 

Not FDIC Insured | May Lose Value | No Bank Guarantee

 

 

     
franklintempleton.com    Not part of the annual report           1


ANNUAL REPORT

Templeton Dragon Fund, Inc.

 

Dear Shareholder:

This annual report for Templeton Dragon Fund, Inc. covers the fiscal year ended December 31, 2019.

Your Fund’s Goal and Main Investments

The Fund seeks long-term capital appreciation by investing at least 45% of its total assets in equity securities of “China companies.”

Performance Overview

The Fund had cumulative total returns of +27.55% in market price terms and +26.49% in net asset value terms for the 12 months under review. You can find the Fund’s long-term performance data in the Performance Summary on page 6.

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown.

Economic and Market Overview

China’s economy, as measured by gross domestic product, grew at an estimated 6.1% annual rate in 2019, the lowest rate in 29 years.1 The country’s year-on-year growth rates moderated in each of the year’s first three quarters before holding steady in the fourth quarter. Trade tensions with the U.S. and weak global demand hurt China’s economy, while bright spots during certain quarters included industrial production, retail sales and consumer demand. Taiwan’s 2019 growth rate was slightly lower than in 2018. Its year-on-year growth rate in 2019’s first quarter moderated before accelerating in the next three quarters, due in part to a recovery in exports and private spending, particularly on automobiles. Hong Kong’s year-on-year growth rate moderated in each of 2019’s first three quarters, contracting in the third quarter amid months of intense protests sparked by a proposed extradition treaty with mainland China.

Geographic Composition

Based on Total Net Assets as of 12/31/19

 

LOGO

The People’s Bank of China (PBOC) implemented an interest-rate reform in August, designating the loan prime rate (LPR) as the new benchmark for household and business loans, effectively lowering interest rates. The PBOC subsequently lowered the LPR twice. Additionally, the PBOC lowered its cash reserve requirement ratio for some banks in an effort to improve market liquidity. Hong Kong’s central bank followed the U.S. Federal Reserve’s (Fed’s) lead and cut its benchmark interest rate three times during the period, while Taiwan’s central bank left its benchmark rate unchanged.

Greater China stocks rose during the 12-month period, outpacing other emerging markets while lagging behind developed markets. Greater China stocks posted significant gains in 2019’s first quarter due to a temporary easing in U.S.-China trade tensions and the Fed’s decision to halt interest rate hikes. However, Greater China equities declined in the second and third quarters due to a spike in U.S.-China tensions that included the imposition of new tariffs, fears the Chinese government would decrease stimulus policies, and continued protests in Hong Kong. Continued global monetary easing and the agreement to terms of a phase one trade deal with the U.S. boosted Greater China stocks in the fourth quarter.

In this environment, Greater China stocks, as measured by the MSCI Golden Dragon Index, posted a +24.15% total return for the 12 months ended December 31, 2019.2 In

 

 

1. Source: The website of the National Bureau of Statistics of the People’s Republic of China (www.stats.gov.cn).

2. Source: Morningstar.

The index is unmanaged and includes reinvestment of any income or distributions. It does not reflect any fees, expenses or sales charges. One cannot invest directly in an index, and an index is not representative of the Fund’s portfolio.

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Consolidated Statement of Investments (SOI). The Consolidated SOI begins on page 10.

 

     

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TEMPLETON DRAGON FUND, INC.

    

 

individual markets, the MSCI Hong Kong Index posted a +10.34% total return, the MSCI China Index posted a +23.66% total return and the MSCI Taiwan Index posted a +37.69% total return.2 The MSCI China All Shares Index posted a +27.87% total return.2

Investment Strategy

Our investment strategy employs a fundamental, value-oriented, long-term approach. In selecting companies for investment, we will consider overall growth prospects, competitive positions in export markets, technologies, research and development, productivity, labor costs, and raw material costs and sources. Additional considerations include profit margins, returns on investment, capital resources, government regulation, management and other factors in comparison to other companies around the world that we believe are comparable.

Our approach to selecting investments emphasizes fundamental, company-by-company analysis (rather than broader analyses of specific industries or sectors of the economy), to construct an “action list” from which we make our buy decisions. Although we will consider historical value measures, the primary factor in selecting securities for investment by the Fund will be the company’s current price relative to its long-term earnings potential.

Manager’s Discussion

During the 12-month period under review, key contributors to absolute performance included Alibaba Group Holding, Taiwan Semiconductor Manufacturing Co. (TSMC) and Anta Sports Products.

Alibaba is the leading e-commerce company in China. The company also provides cloud computing services and is involved in payment, financing and logistics services. Following a period of share-price volatility driven by the U.S.-China trade conflict, shares jumped in the fourth quarter to end the year at a record-high. Operationally, Alibaba continued to report strong quarterly results throughout the year. Solid e-commerce sales growth trends in China, strong investor demand for its secondary listing in Hong Kong and market optimism about the company’s multiple digital ventures further drove investor confidence in the stock.

TSMC is one of the world’s leading semiconductor makers and counts major technology companies amongst its clients. The chip maker posted solid growth in its 2019 third-quarter revenues and earnings, and projected further revenue growth due to the rollout of premium smartphones and high-performance computing applications. An improving global outlook for memory chips and easing U.S.-China trade

Top 10 Holdings

12/31/19

 

Company

Sector/Industry, Country

  % of Total
Net Assets
 

Alibaba Group Holding Ltd.

Internet & Direct Marketing Retail, China

    9.8%  

Tencent Holdings Ltd.

Interactive Media & Services, China

    9.6%  

Taiwan Semiconductor Manufacturing Co. Ltd.

Semiconductors & Semiconductor Equipment, Taiwan

    6.9%  

Anta Sports Products Ltd.

Textiles, Apparel & Luxury Goods, China

    4.6%  

China Construction Bank Corp.

Banks, China

    4.1%  

AIA Group Ltd.

Insurance, Hong Kong

    3.9%  

Industrial and Commercial Bank of China Ltd.

Banks, China

    3.6%  

China Merchants Bank Co. Ltd.

Banks, China

    2.6%  

New Oriental Education & Technology Group Inc.

Diversified Consumer Services, China

    2.4%  

Uni-President China Holdings Ltd.

Food Products, China

    2.0%  

friction—which boosted market sentiment towards companies within the global technology supply chain—further benefitted the company. As a supplier to smartphone maker Apple (not a Fund holding), TSMC also rose on better-than-expected sales for the latest iPhone.

Anta is a major sportswear company in China. It designs, develops, manufactures and markets apparel, footwear and accessories under the Anta brand. Other brands in its portfolio include global names such as FILA. Anta’s share price remained on an upward trend in 2019, supported by better-than-expected 2018 and first-half 2019 corporate results, which included double-digit growth in revenues and earnings. Investor confidence was later boosted by the company’s third-quarter operational update, which reported strong sales from major brands and a positive profit alert for 2019. General market optimism about branded sportswear further benefited the company.

In contrast, key detractors included Dairy Farm International Holdings, Baozun and Baidu.

Dairy Farm is a leading pan-Asian retailer with operations in supermarkets, hypermarkets (retail spaces that house a department store and supermarket), convenience stores, health and beauty stores, home furnishings stores as well as

 

 

     
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TEMPLETON DRAGON FUND, INC.

    

 

restaurants. The company reported mixed 2018 corporate results, with weakness in supermarkets and hypermarkets and higher store support center costs offsetting the strong performance in health and beauty. Although first-half 2019 earnings rose due to lower taxes and increased contributions from associates and joint ventures, expansion and business transformation costs weighed on profits. The company also wrote-off restructuring charges that contributed to a decline in its share price. An escalation in protests in Hong Kong in the latter part of 2019 further raised investor concerns.

Baozun is a Chinese e-commerce solutions provider. The company partners with brands to execute their e-commerce strategies, providing services ranging from online store construction to site operation, digital marketing and supply chain management. Shares peaked in mid-2019, driven by solid first- and second quarter corporate results. The company’s shares fell back as it missed consensus expectations for third-quarter sales and provided weak guidance, reporting it would take longer than previously anticipated to benefit from its recent operational investments.

Baidu is China’s leading internet search platform and provider of online marketing solutions. The company is also involved in the development of artificial intelligence technologies. Shares dropped substantially in May 2019 after the company reported its first quarterly loss since going public in 2005 and lowered its second-quarter revenue guidance. A weak business environment, increasing competition in the advertising market and higher-than-expected costs were to blame. The company returned to profit in the second quarter, but recorded more losses in the third quarter as a slowing domestic economy weighed on corporate advertising spending. Despite this, the results were better than investors expected and, along with the continuation of a share buyback program, caused the company’s stock price to rise.

In the past 12 months, investments in the health care, consumer discretionary and real estate sectors were increased due to their attractive fundamentals.3 The search for undervalued investments led to the addition of the aforementioned Baozun; New Oriental Education & Technology Group, a key private education service provider

in China; and WuXi Biologics Cayman, a leading global open-access biologics technology platform company. We also increased our investments in existing holdings, such as China Life Insurance, a market leader in China’s life insurance market, and China Overseas Land & Investment, a major Chinese real estate company.

In contrast, the Fund reduced its holdings in the information technology, energy and financials sectors due to the availability of what we viewed as more attractive investment opportunities in the greater China region.4 The Fund’s investments in the domestic “A” share markets, which were held through the dedicated Templeton China Opportunities Fund, were also reduced. The Fund closed positions in Hong Kong-based infrastructure and property firm Hopewell Holdings and Chinese shipping company Sinotrans Shipping following their privatization, and also sold out of Chinese energy company China Petroleum & Chemical (Sinopec). Holdings in previously mentioned TSMC and Anta were reduced to re-align the Fund’s portfolio following their strong share-price performance.

 

 

3. The health care sector comprises biotechnology, health care equipment and supplies, health care providers and services, life sciences tools and services, and pharmaceuticals in the SOI. The consumer discretionary sector comprises automobiles; diversified consumer services; hotels, restaurants and leisure; household durables; internet and direct marketing retail; specialty retail; and textiles, apparel and luxury goods in the SOI. The real estate sector comprises real estate management and development in the SOI.

4. The information technology sector comprises communications equipment; electronic equipment, instruments and components; IT services; semiconductors and semiconductor equipment; and software in the SOI. The energy sector comprises oil, gas and consumable fuels in the SOI. The financials sector comprises banks and insurance in the SOI.

See www.franklintempletondatasources.com for additional data provider information.

 

     

4

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TEMPLETON DRAGON FUND, INC.

    

 

Thank you for your continued participation in Templeton Dragon Fund. We look forward to serving your future investment needs.

Sincerely,

 

LOGO   

LOGO

 

  

Michael Lai,CFA

Lead Portfolio Manager

 

LOGO   

LOGO

 

  

Yu-Jen Shih

Portfolio Manager

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2019, the end of the reporting period. The way we implement our main investment strategies and the resulting portfolio holdings may change depending on factors such as market and economic conditions. These opinions may not be relied upon as investment advice or an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but the investment manager makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

 

 

CFA® is a trademark owned by CFA Institute.

 

     
franklintempleton.com    Annual Report          

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TEMPLETON DRAGON FUND, INC.

    

 

Performance Summary as of December 31, 2019

Total return reflects reinvestment of the Fund’s dividends and capital gain distributions, if any, and any unrealized gains or losses. Total returns do not reflect any sales charges paid at inception or brokerage commissions paid on secondary market purchases. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Your dividend income will vary depending on dividends or interest paid by securities in the Fund’s portfolio, adjusted for operating expenses. Capital gain distributions are net profits realized from the sale of portfolio securities.

Performance as of 12/31/191

 

     Cumulative Total Return2      Average Annual Total Return  
  

 

 

    

 

 
    

Based on  

NAV3

 

 

    

Based on  

                    market price

 

 

  

                                 Based on 

NAV3

    

Based on

                    market price

 

4 

 

 

1-Year

     +26.49%        +27.55%      +26.49%      +27.55%  

 

 

5-Year

     +40.80%        +47.41%      +7.08%      +8.07%  

 

 

10-Year

     +91.07%        +100.42%      +6.69%      +7.20%  

 

 

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown.

 

 

 

See page 7 for Performance Summary footnotes.

 

     

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TEMPLETON DRAGON FUND, INC.

PERFORMANCE SUMMARY

 

Distributions (1/1/19–12/31/19)

 

Net Investment

Income

   Long-Term
Capital Gain
     Total

$0.3021

     $1.7897      $2.0918

All investments involve risks, including possible loss of principal. Special risks are associated with foreign investing, including currency volatility, economic instability and political developments of countries where the Fund invests. Emerging markets involve heightened risks related to the same factors, in addition to those associated with their relatively small size and lesser liquidity. There are special risks associated with investments in China, Hong Kong and Taiwan, including exposure to currency fluctuations, less liquidity, expropriation, confiscatory taxation, international trade tensions (including tariffs, embargoes and trade wars), nationalization and exchange control regulations (including currency blockage), inflation and rapid fluctuations in inflation and interest rates, all of which can negatively impact the Fund. Recent events, such as the coronavirus outbreak, have caused, and may continue to cause, uncertainty and volatility in the Chinese economy, especially in the travel, leisure and retail sectors. In addition, investments in Taiwan could be adversely affected by its political and economic relationship with China. Because the Fund invests its assets primarily in companies in a specific region, the Fund is subject to greater risks of adverse developments in that region and/or the surrounding regions than a fund that is more broadly diversified geographically. Political, social or economic disruptions in the region, even in countries in which the Fund is not invested, may adversely affect the value of securities held by the Fund. Also, as a nondiversified investment company investing in “China companies,” the Fund may invest in a relatively small number of issuers and, as a result, be subject to a greater risk of loss with respect to its portfolio securities. The Fund is actively managed but there is no guarantee that the manager’s investment decisions will produce the desired results.

The Fund may invest in eligible China A shares (“Stock Connect Securities”) listed and traded on the Shanghai Stock Exchange through the Shanghai-Hong Kong Stock Connect program, as well as eligible China A shares listed and traded on the Shenzhen Stock Exchange through the Shenzhen-Hong Kong Stock Connect program (collectively, “Stock Connect”) and may invest in China Interbank bonds traded on the China Interbank Bond Market (“CIBM”) through the China – Hong Kong Bond Connect program (“Bond Connect”).

Trading through Stock Connect is subject to a number of restrictions that may affect the Fund’s investments and returns. For example, investors in Stock Connect Securities are generally subject to Chinese securities regulations and the listing rules of the respective Exchange, among other restrictions. In addition, Stock Connect Securities generally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with applicable rules. While Stock Connect is not subject to individual investment quotas, daily and aggregate investment quotas apply to all Stock Connect participants, which may restrict or preclude the Fund’s ability to invest in Stock Connect Securities. Trading in the Stock Connect program is subject to trading, clearance and settlement procedures that are untested in China, which could pose risks to the Fund. Finally, the withholding tax treatment of dividends and capital gains payable to overseas investors currently is unsettled. In China, the Hong 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 & Clearing Co. or the Shanghai Clearing House). This recordkeeping system subjects the Fund to various risks, including the risk that the Fund may have a limited ability to enforce rights as a bondholder and the risks of settlement delays and counterparty default of the Hong Kong sub-custodian. In addition, enforcing the ownership rights of a beneficial holder of Bond Connect securities 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 Hong Kong. As a result, prices of securities purchased through Bond Connect may fluctuate at times when a Fund is unable to add to or exit its position. Securities offered through Bond Connect may lose their eligibility for trading through the program at any time. If Bond Connect securities lose their eligibility for trading through the program, they may be sold but can no longer be purchased through Bond Connect.

The application and interpretation of the laws and regulations of Hong Kong and China, and the rules, policies or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect and Bond Connect programs, are uncertain, and they may have a detrimental effect on the Fund’s investments and returns.

1. The Fund has a fee waiver associated with any investment it makes in a Franklin Templeton money fund and/or other Franklin Templeton fund, contractually guaranteed through 2/28/21. Fund investment results reflect the fee waiver; without this waiver, the results would have been lower.

2. Total return calculations represent the cumulative and average annual changes in value of an investment over the periods indicated. Return for less than one year, if any, has not been annualized.

3. Assumes reinvestment of distributions based on net asset value.

4. Assumes reinvestment of distributions based on the dividend reinvestment and cash purchase plan.

 

     
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TEMPLETON DRAGON FUND, INC.

    

 

Important Notice to Shareholders

 

Share Repurchase Program

The Fund’s Board has approved an open-market share repurchase program which includes an initial authorization for the Fund to repurchase up to 10% of its outstanding shares in open-market transactions, as well as up to an additional 10% of its outstanding shares, above and in addition to the initial 10% previously authorized. This authorization remains in effect.

The timing and amount of repurchases continue to be at the discretion of the investment manager, taking into account various factors, including, but not limited to, the level of the discount, the Fund’s performance, portfolio holdings, dividend history, market conditions, cash on hand, the availability of other attractive investments and whether the sale of certain portfolio securities would be undesirable because of liquidity concerns or because the sale might subject the Fund to adverse tax consequences. Any repurchases would be made on a national securities exchange at the prevailing market price, subject to exchange requirements, federal securities laws and rules that restrict repurchases, and the terms of any outstanding leverage or borrowing of the Fund. If and when the Fund’s additional 10% threshold is reached, no further repurchases could be completed until authorized by the Board. Until the additional 10% threshold is reached, Fund management will have the flexibility to commence share repurchases if and when it is determined to be appropriate in light of prevailing circumstances. The share repurchase program is intended to benefit shareholders by enabling the Fund to repurchase shares at a discount to net asset value, thereby increasing the proportionate interest of each remaining shareholder in the Fund.

In the Notes to Consolidated Financial Statements section, please see note 2 (Capital Stock) for additional information regarding shares repurchased.

Portfolio Management Change

Effective August 5, 2019, Michael Lai joined Franklin Templeton as Senior Vice President and Portfolio Manager, China Equities within Franklin Templeton Emerging Markets Equity’s (FTEME) China investment team and became lead portfolio manager for Templeton Dragon Fund, Inc. (the “Fund”), and its wholly-owned subsidiary Templeton China Opportunities Fund, Ltd., a Cayman Islands exempted company. For more information on Templeton China Opportunities Fund, Ltd., please see note 1(c) in the Notes to Consolidated Financial Statements section (Investments

in Templeton China Opportunities Fund, Ltd. (China Fund)). Lai replaced Eddie Chow who retired from Franklin Templeton effective September 1, 2019, after 25 years of service to the firm. Also effective August 5, 2019, Yu-Jen Shih became a portfolio manager on the Fund.

In addition to Lai, effective February 28, 2020, Eric Mok became a portfolio manager on the Fund and Templeton China Opportunities Fund, Ltd., working hand-in-hand with Michael Lai who remains as lead Portfolio Manager, with Yu-Jen Shih coming off the Fund’s portfolio management team.

 

 

     

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TEMPLETON DRAGON FUND, INC.

 

Consolidated Financial Highlights

 

     Year Ended December 31,  
      2019     2018     2017     2016     2015  

Per share operating performance

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

     $19.01       $24.53       $19.05       $20.51       $26.35  

Income from investment operations:

          

Net investment incomea

     0.19       0.32 b       0.19       0.27       0.30  

Net realized and unrealized gains (losses)

     4.70       (3.76     6.98       (0.06     (2.16

Total from investment operations

     4.89       (3.44     7.17       0.21       (1.86

Less distributions from:

          

Net investment income

     (0.30     (0.21     (0.34     (0.29     (0.49

Net realized gains

     (1.79     (1.90     (1.37     (1.41     (3.52

Total distributions

     (2.09     (2.11     (1.71     (1.70     (4.01

Repurchase of shares

     c       0.03       0.02       0.03       0.03  

Net asset value, end of year

     $21.81       $19.01       $24.53       $19.05       $20.51  

Market value, end of yeard

     $19.45       $17.00       $21.51       $16.38       $17.81  

Total return (based on market value per share)

     27.55%       (11.87)%       42.06%       1.03%       (8.63)%  

Ratios to average net assets

          

Expenses before waiver and payments by affiliates

     1.35%       1.33%       1.36%       1.35%       1.36%  

Expenses net of waiver and payments by affiliates

     1.34%       1.33%e       1.35% f       1.35% e,f       1.36% e 

Net investment income

     0.88%       1.34%b       0.84%       1.35%       1.15%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 737,427     $ 643,788     $ 837,967     $ 654,805     $ 713,772  

Portfolio turnover rate

     36.70%       14.06%       50.93%       46.85% g       71.98% g 

 

aBased on average daily shares outstanding.

bNet investment income per share includes approximately $0.07 per share related to income received in the form of a special dividend in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.05%.

cAmount rounds to less than $0.01 per share.

dBased on the last sale on the New York Stock Exchange.

eBenefit of waiver and payments by affiliates rounds to less than 0.01%.

fBenefit of expense reduction rounds to less than 0.01%.

gExcludes the value of portfolio securities associated with intercompany transactions.

 

       
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TEMPLETON DRAGON FUND, INC.

    

 

Consolidated Statement of Investments, December 31, 2019

 

      Country      Shares           Value  

Common Stocks 96.7%

               

Air Freight & Logistics 0.8%

          

a,b SF Holding Co. Ltd., A

     China        1,134,000        $ 6,056,620  
          

 

 

 

Automobiles 1.6%

          

Dongfeng Motor Group Co. Ltd., H

     China        5,738,000          5,397,577  

Jiangling Motors Corp. Ltd., B

     China        2,811,758          2,168,637  

b SAIC Motor Corp. Ltd., A

     China        1,295,900          4,438,651  
          

 

 

 
             12,004,865  
          

 

 

 

Banks 10.2%

          

b China Construction Bank Corp., A

     China        4,493,500          4,665,672  

China Construction Bank Corp., H

     China        29,282,272          25,290,311  

b China Merchants Bank Co. Ltd., A

     China        1,780,446          9,608,967  

China Merchants Bank Co. Ltd., H

     China        1,816,000          9,333,676  

b Industrial and Commercial Bank of China Ltd., A

     China        11,575,618          9,774,907  

Industrial and Commercial Bank of China Ltd., H

     China        21,737,155          16,737,411  
          

 

 

 
             75,410,944  
          

 

 

 

Beverages 1.3%

          

b Kweichow Moutai Co. Ltd., A

     China        55,419          9,415,309  
          

 

 

 

Biotechnology 0.9%

          

a BeiGene Ltd.

     China        314,800          4,039,885  

a,b Jinyu Bio-Technology Co. Ltd., A

     China        934,300          2,511,790  
          

 

 

 
             6,551,675  
          

 

 

 

Chemicals 1.5%

          

a,b Shenzhen Capchem Technology Co. Ltd., A

     China        1,233,410          6,437,000  

a,b Shenzhen Senior Technology Material Co. Ltd., A

     China        1,023,240          4,439,350  
          

 

 

 
             10,876,350  
          

 

 

 

Commercial Services & Supplies 1.0%

          

A-Living Services Co. Ltd., H

     China        2,182,500          7,534,265  
          

 

 

 

Communications Equipment 0.8%

          

a,b Shenzhen Sunway Communication Co. Ltd., A

     China        855,500          5,575,395  
          

 

 

 

Construction Materials 2.4%

          

Anhui Conch Cement Co. Ltd., H

     China        1,387,500          10,113,831  

b Beijing Oriental Yuhong Waterproof Technology Co. Ltd., A

     China        2,049,900          7,745,414  
          

 

 

 
             17,859,245  
          

 

 

 

Containers & Packaging 0.6%

          

a,b Shenzhen YUTO Packaging Technology Co. Ltd., A

     China        1,083,600          4,131,661  
          

 

 

 

Diversified Consumer Services 2.4%

          

a New Oriental Education & Technology Group Inc., ADR

     China        144,203          17,484,614  
          

 

 

 

Electrical Equipment 2.0%

          

a,b Hongfa Technology Co. Ltd., A

     China        1,276,935          6,317,556  

a,b Sunwoda Electronic Co. Ltd., A

     China        3,044,200          8,533,833  
          

 

 

 
             14,851,389  
          

 

 

 

Electronic Equipment, Instruments & Components 4.3%

          

Flytech Technology Co. Ltd.

     Taiwan        405,000          974,892  

b Hangzhou Hikvision Digital Technology Co. Ltd., A

     China        1,169,500          5,498,827  

b Luxshare Precision Industry Co. Ltd., A

     China        1,477,460          7,744,613  

a,b Shenzhen Kinwong Electronic Co. Ltd., A

     China        695,660          4,377,846  

 

     

10

          Annual Report   franklintempleton.com


TEMPLETON DRAGON FUND, INC.

CONSOLIDATED STATEMENT OF INVESTMENTS

 

      Country      Shares           Value  

Common Stocks (continued)

               

Electronic Equipment, Instruments & Components (continued)

          

a,b Wuhan Raycus Fiber Laser Technologies Co. Ltd.

     China        191,500        $ 3,239,703  

a,b WUS Printed Circuit Kunshan Co. Ltd., A

     China        833,400          2,658,234  

b Zhejiang Jiemei Electronic & Technology Co. Ltd., A

     China        1,448,550          7,199,896  
          

 

 

 
             31,694,011  
          

 

 

 

Entertainment 0.0%

          

Poly Culture Group Corp. Ltd., H

     China        345,900          237,042  
          

 

 

 

Food & Staples Retailing 1.7%

          

Beijing Jingkelong Co. Ltd., H

     China        3,959,929          686,050  

Dairy Farm International Holdings Ltd.

     Hong Kong        1,504,078          8,588,285  

a,b Laobaixing Pharmacy Chain JSC, A

     China        388,700          3,577,076  
          

 

 

 
             12,851,411  
          

 

 

 

Food Products 2.7%

          

b Inner Mongolia Yili Industrial Group Co. Ltd., A

     China        1,096,700          4,873,032  

Uni-President China Holdings Ltd.

     China        14,370,000          15,084,969  
          

 

 

 
             19,958,001  
          

 

 

 

Health Care Equipment & Supplies 0.5%

          

a,b Autobio Diagnostics Co. Ltd., A

     China        140,400          1,943,324  

a,b Shanghai Kinetic Medical Co. Ltd., A

     China        1,086,600          2,114,463  
          

 

 

 
             4,057,787  
          

 

 

 

Health Care Providers & Services 1.2%

          

a,b Meinian Onehealth Healthcare Holdings Co. Ltd.

     China        2,454,539          5,248,749  

Sinopharm Group Co. Ltd., H

     China        898,000          3,278,634  
          

 

 

 
             8,527,383  
          

 

 

 

Hotels, Restaurants & Leisure 2.4%

          

b China International Travel Service Corp. Ltd., A

     China        199,400          2,547,195  

a,b Songcheng Performance Development Co. Ltd., A

     China        1,081,200          4,799,502  

Yum China Holdings Inc.

     China        210,110          10,087,381  
          

 

 

 
             17,434,078  
          

 

 

 

Household Durables 1.7%

          

b Gree Electric Appliances Inc. of Zhuhai, A

     China        219,076          2,063,276  

b Midea Group Co. Ltd., A

     China        1,237,116          10,348,979  
          

 

 

 
             12,412,255  
          

 

 

 

Industrial Conglomerates 0.5%

          

CK Hutchison Holdings Ltd.

     Hong Kong        366,000          3,489,830  
          

 

 

 

Insurance 7.1%

          

AIA Group Ltd.

     Hong Kong        2,767,580          29,052,789  

China Life Insurance Co. Ltd., H

     China        4,398,000          12,219,332  

b Ping An Insurance (Group) Co. of China Ltd., A

     China        902,350          11,074,625  
          

 

 

 
             52,346,746  
          

 

 

 

Interactive Media & Services 10.6%

          

a Baidu Inc., ADR

     China        59,985          7,582,104  

Tencent Holdings Ltd.

     China        1,465,200          70,624,735  
          

 

 

 
             78,206,839  
          

 

 

 

 

     
franklintempleton.com    Annual Report          

11


TEMPLETON DRAGON FUND, INC.

CONSOLIDATED STATEMENT OF INVESTMENTS

 

      Country      Shares           Value  

Common Stocks (continued)

               

Internet & Direct Marketing Retail 12.1%

          

a Alibaba Group Holding Ltd., ADR

     China        340,010        $ 72,116,121  

a Baozun Inc., ADR

     China        377,058          12,488,161  

a Trip.com Group Ltd., ADR

     China        145,300          4,873,362  
          

 

 

 
             89,477,644  
          

 

 

 

IT Services 0.5%

          

TravelSky Technology Ltd., H

     China        1,486,059          3,627,278  
          

 

 

 

Life Sciences Tools & Services 2.0%

          

a Wuxi Biologics Cayman Inc.

     China        1,178,000          14,913,402  
          

 

 

 

Machinery 0.5%

          

b Shenzhen Inovance Technology Co. Ltd., A

     China        879,000          3,867,842  
          

 

 

 

Oil, Gas & Consumable Fuels 1.3%

          

CNOOC Ltd.

     China        4,628,800          7,698,529  

COSCO SHIPPING Energy Transportation Co. Ltd., H

     China        4,680,000          2,210,182  
          

 

 

 
             9,908,711  
          

 

 

 

Paper & Forest Products 1.3%

          

Nine Dragons Paper Holdings Ltd.

     China        9,453,301          9,826,590  
          

 

 

 

Pharmaceuticals 3.1%

          

CSPC Pharmaceutical Group Ltd.

     China        5,028,000          11,988,789  

b Jiangsu Hengrui Medicine Co. Ltd., A

     China        877,443          11,028,523  
          

 

 

 
             23,017,312  
          

 

 

 

Real Estate Management & Development 4.2%

          

b China Merchants Shekou Industrial Zone Holdings Co. Ltd., A

     China        695,858          1,985,682  

China Overseas Land & Investment Ltd.

     China        2,170,000          8,451,869  

China Resources Land Ltd.

     China        1,892,000          9,420,787  

b Poly Developments and Holdings Group Co. Ltd., A

     China        3,032,900          7,047,381  

Shimao Property Holdings Ltd.

     China        963,500          3,734,160  
          

 

 

 
             30,639,879  
          

 

 

 

Semiconductors & Semiconductor Equipment 6.9%

          

Taiwan Semiconductor Manufacturing Co. Ltd.

     Taiwan        4,581,136          50,695,597  
          

 

 

 

Software 0.3%

          

b Beijing Thunisoft Corp. Ltd., A

     China        537,300          1,959,935  
          

 

 

 

Specialty Retail 0.2%

          

Luk Fook Holdings (International) Ltd.

     Hong Kong        394,000          1,135,133  
          

 

 

 

Textiles, Apparel & Luxury Goods 4.6%

          

Anta Sports Products Ltd.

     China        3,790,000          33,924,836  
          

 

 

 

Transportation Infrastructure 0.5%

          

COSCO SHIPPING Ports Ltd.

     China        4,095,953          3,353,590  
          

 

 

 

Wireless Telecommunication Services 1.0%

          

China Mobile Ltd.

     China        890,500          7,485,306  
          

 

 

 

Total Common Stocks (Cost $424,424,685)

             712,800,770  
          

 

 

 

 

     

12

          Annual Report   franklintempleton.com


TEMPLETON DRAGON FUND, INC.

CONSOLIDATED STATEMENT OF INVESTMENTS

 

       Country       
Principal
Amount
 
         Value  

Convertible Bonds (Cost $212,039) 0.0%

          

Air Freight & Logistics 0.0%

          

b SF Holding Co. Ltd., cvt., 0.20%, 11/18/25

     China        1,489,800     CNY    $ 254,765  
          

 

 

 

Total Investments before Short Term Investments
(Cost $424,636,724)

             713,055,535  
          

 

 

 
                Shares             

Short Term Investments (Cost $21,610,576) 2.9%

          

Money Market Funds 2.9%

          

c,d Institutional Fiduciary Trust Money Market Portfolio, 1.26%

     United States        21,610,576          21,610,576  
          

 

 

 

Total Investments (Cost $446,247,300) 99.6%

             734,666,111  

Other Assets, less Liabilities 0.4%

             2,761,357  
          

 

 

 

Net Assets 100.0%

           $ 737,427,468  
          

 

 

 

 

 

See Abbreviations on page 23.

Rounds to less than 0.1% of net assets.

*The principal amount is stated in U.S. dollars unless otherwise indicated.

aNon-income producing.

bThe security is owned by Templeton China Opportunities Fund, Ltd., a wholly-owned subsidiary of the Fund. See Note 1(c).

cSee Note 3(c) regarding investments in affiliated management investment companies.

dThe rate shown is the annualized seven-day effective yield at period end.

 

       
  franklintempleton.com    The accompanying notes are an integral part of these consolidated financial statements.  |  Annual Report           

13


TEMPLETON DRAGON FUND, INC.

CONSOLIDATED FINANCIAL STATEMENTS

 

Consolidated Statement of Assets and Liabilities

December 31, 2019

 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

         $424,636,724  

Cost - Non-controlled affiliates (Note 3c)

     21,610,576  
  

 

 

 

Value - Unaffiliated issuers

     $713,055,535  

Value - Non-controlled affiliates (Note 3c)

     21,610,576  

Cash

     90,535  

Foreign currency, at value (cost $2,965,427)

     2,975,456  

Receivables:

  

Investment securities sold

     347,018  

Dividends and interest

     543,957  
  

 

 

 

Total assets

     738,623,077  
  

 

 

 

Liabilities:

  

Payables:

  

Investment securities purchased

     206,761  

Management fees

     751,595  

Custodian fees

     127,264  

Professional fees

     72,875  

Accrued expenses and other liabilities

     37,114  
  

 

 

 

Total liabilities

     1,195,609  
  

 

 

 

    Net assets, at value

     $737,427,468  
  

 

 

 

Net assets consist of:

  

Paid-in capital

     $361,443,666  

Total distributable earnings (losses)

     375,983,802  
  

 

 

 

    Net assets, at value

     $737,427,468  
  

 

 

 

Shares outstanding

     33,804,143  
  

 

 

 

Net asset value per share

     $21.81  
  

 

 

 

 

     

14

          Annual Report  |  The accompanying notes are an integral part of these consolidated financial statements.   franklintempleton.com


TEMPLETON DRAGON FUND, INC.

CONSOLIDATED FINANCIAL STATEMENTS

 

Consolidated Statement of Operations

for the year ended December 31, 2019

 

Investment income:

  

  Dividends: (net of foreign taxes)*

  

Unaffiliated issuers

     $ 15,616,305  

Non-controlled affiliates (Note 3c)

     355,050  

  Interest: (net of foreign taxes)~

  

Unaffiliated issuers

     24,700  
  

 

 

 

Total investment income

     15,996,055  
  

 

 

 

Expenses:

  

  Management fees (Note 3a)

     8,989,136  

  Transfer agent fees

     76,291  

  Custodian fees (Note 4)

     264,444  

  Reports to shareholders

     40,989  

  Registration and filing fees

     37,498  

  Professional fees

     159,552  

  Directors’ fees and expenses

     114,850  

  Other

     38,744  
  

 

 

 

Total expenses

     9,721,504  

Expenses waived/paid by affiliates (Note 3c)

     (68,751
  

 

 

 

 Net expenses

     9,652,753  
  

 

 

 

  Net investment income

     6,343,302  
  

 

 

 

Realized and unrealized gains (losses):

  

  Net realized gain (loss) from:

  

Investments:

  

  Unaffiliated issuers

     105,357,719  

Foreign currency transactions

     (174,438
  

 

 

 

  Net realized gain (loss)

     105,183,281  
  

 

 

 

  Net change in unrealized appreciation (depreciation) on:

  

Investments:

  

  Unaffiliated issuers

     53,965,864  

Translation of other assets and liabilities denominated in foreign currencies

     12,366  
  

 

 

 

  Net change in unrealized appreciation (depreciation)

     53,978,230  
  

 

 

 

Net realized and unrealized gain (loss)

     159,161,511  
  

 

 

 

Net increase (decrease) in net assets resulting from operations

   $ 165,504,813  
  

 

 

 

*Foreign taxes withheld on dividends

   $ 1,717,269  

~Foreign taxes withheld on interest

   $ 2,408  

 

       
  franklintempleton.com    The accompanying notes are an integral part of these consolidated financial statements.  |  Annual Report           

15


TEMPLETON DRAGON FUND, INC.

CONSOLIDATED FINANCIAL STATEMENTS

 

Consolidated Statements of Changes in Net Assets

for the year ended December 31, 2019

 

     Year Ended December 31,  
              2019                     2018          

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 6,343,302     $ 10,814,150  

Net realized gain (loss)

     105,183,281       54,067,267  

Net change in unrealized appreciation (depreciation)

     53,978,230       (181,206,566
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     165,504,813       (116,325,149
  

 

 

 

Distributions to shareholders

     (70,711,506     (71,571,314
  

 

 

 

Capital share transactions from - repurchase of shares (Note 2)

     (1,153,430     (6,283,023
  

 

 

 

Net increase (decrease) in net assets

     93,639,877       (194,179,486
  

 

 

 

Net assets:

    

Beginning of year

     643,787,591       837,967,077  
  

 

 

 

End of year

   $ 737,427,468     $ 643,787,591  
  

 

 

 

 

     

16

          Annual Report  |  The accompanying notes are an integral part of these consolidated financial statements.   franklintempleton.com


TEMPLETON DRAGON FUND, INC.

    

 

Notes to Consolidated Financial Statements

 

1. Organization and Significant Accounting Policies

Templeton Dragon Fund, Inc. (Fund) is registered under the Investment Company Act of 1940 (1940 Act) as a closed-end management investment company and applies the specialized accounting and reporting guidance in U.S. Generally Accepted Accounting Principles (U.S. GAAP).

The following summarizes the Fund’s significant accounting policies.

a.  Financial Instrument Valuation

The Fund’s investments in financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Fund calculates the net asset value (NAV) per share each business day as of 4 p.m. Eastern time or the regularly scheduled close of the New York Stock Exchange (NYSE), whichever is earlier. Under compliance policies and procedures approved by the Fund’s Board of Directors (the Board), the Fund’s administrator has responsibility for oversight of valuation, including leading the cross-functional Valuation Committee (VC). The Fund may utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Equity securities listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or as of 4 p.m. Eastern time. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at 4 p.m. Eastern time on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities.

Debt securities generally trade in the OTC market rather than on a securities exchange. The Fund’s pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which

quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, credit spreads, estimated default rates, anticipated market interest rate volatility, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value.

Investments in open-end mutual funds are valued at the closing NAV.

The Fund has procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the Fund primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed.

Trading in securities on foreign securities stock exchanges and OTC markets may be completed before 4 p.m. Eastern time. In addition, trading in certain foreign markets may not take place on every Fund’s business day. Occasionally, events occur between the time at which trading in a foreign security is completed and 4 p.m. Eastern time that might call into question the reliability of the value of a portfolio security held by the Fund. As a result, differences may arise between the value of the Fund’s portfolio securities as determined at the foreign market close and the latest indications of value at 4 p.m. Eastern time. In order to minimize the potential for these differences, the VC monitors price movements following the close of trading in foreign stock markets through a series of country specific market proxies (such as baskets of American Depositary Receipts, futures contracts and exchange traded funds). These price movements are measured against established trigger thresholds for each specific market proxy to assist in determining if an event has occurred that may call into question the reliability of the

 

 

     
franklintempleton.com    Annual Report          

17


TEMPLETON DRAGON FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.  Organization and Significant Accounting Policies (continued)

a.  Financial Instrument Valuation (continued)

values of the foreign securities held by the Fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services.

When the last day of the reporting period is a non-business day, certain foreign markets may be open on those days that the Fund’s NAV is not calculated, which could result in differences between the value of the Fund’s portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.

b.  Foreign Currency Translation

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. The Fund may enter into foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Portfolio securities and assets and liabilities denominated in foreign currencies contain risks that those currencies will decline in value relative to the U.S. dollar. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Board.

The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments in the Consolidated Statement of Operations.

Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net

unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.

c.  Investments in Templeton China Opportunities Fund, Ltd. (China Fund)

The Fund invests in certain China A-shares through its investment in the China Fund. The China Fund is a Cayman Islands exempted company, and is a wholly-owned subsidiary of the Templeton Dragon Fund, and is able to invest directly in China A-shares consistent with the investment objective of the Templeton Dragon Fund. At December 31, 2019, the China Fund’s investments as well as any other assets and liabilities of the China Fund are reflected in the Fund’s Consolidated Statement of Investments and Consolidated Statement of Assets and Liabilities. All intercompany transactions and balances have been eliminated. At December 31, 2019, the net assets of the China Fund were $198,073,005, representing 26.9% of the Fund’s consolidated net assets.

The China Fund gains access to the A-shares market through Templeton Investment Counsel, LLC (TIC), which serves as the registered Qualified Foreign Institutional Investor (QFII) for the China Fund. Investment decisions related to the China Fund A-shares are specific to the Fund and it bears the resultant economic and tax consequences of its holdings and transactions in A-shares. The China Fund is subject to certain restrictions and administrative processes relating to its ability to repatriate cash balances, investment proceeds, and earnings associated with its A-shares and may incur substantial delays in gaining access to its assets or a loss of value in the event of noncompliance with applicable Chinese rules or requirements.

d.  Income and Deferred Taxes

It is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code. The Fund intends to distribute to shareholders substantially all of its taxable income and net realized gains to relieve it from federal income and excise taxes. As a result, no provision for U.S. federal income taxes is required.

The Fund may be subject to foreign taxation related to income received, capital gains on the sale of securities and certain foreign currency transactions in the foreign jurisdictions in which it invests. Foreign taxes, if any, are

 

 

     

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TEMPLETON DRAGON FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests. When a capital gain tax is determined to apply, the Fund records an estimated deferred tax liability in an amount that would be payable if the securities were disposed of on the valuation date.

The Fund may recognize an income tax liability related to its uncertain tax positions under U.S. GAAP when the uncertain tax position has a less than 50% probability that it will be sustained upon examination by the tax authorities based on its technical merits. As of December 31, 2019, the Fund has determined that no tax liability is required in its consolidated financial statements related to uncertain tax positions for any open tax years (or expected to be taken in future tax years). Open tax years are those that remain subject to examination and are based on the statute of limitations in each jurisdiction in which the Fund invests.

e.  Security Transactions, Investment Income, Expenses and Distributions

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income is recorded on the ex-dividend date except for certain dividends from securities where the dividend rate is not available. In such cases, the dividend is recorded as soon as the information is received by the Fund. Distributions to shareholders are

recorded on the ex-dividend date. Distributable earnings are determined according to income tax regulations (tax basis) and may differ from earnings recorded in accordance with U.S. GAAP. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods.

f.  Accounting Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

g.  Guarantees and Indemnifications

Under the Fund’s organizational documents, its officers and directors are indemnified by the Fund against certain liabilities arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. Currently, the Fund expects the risk of loss to be remote.

 

2.  Capital Stock

At December 31, 2019, there were 100 million shares authorized ($0.01 par value). During the years ended December 31, 2019 and 2018 there were no shares issued; all reinvested distributions were satisfied with previously issued shares purchased in the open market.

 

     
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19


TEMPLETON DRAGON FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

2.  Capital Stock (continued)

Under the Board approved open-market share repurchase program, the Fund may purchase, from time to time, Fund shares in open-market transactions, at the discretion of management. Since the inception of the program, the Fund has repurchased a total of 9,335,184 shares. Transactions in the Fund’s shares were as follows:

 

       Year Ended December 31,
    

 

 

      

 

2019

     2018
    

 

 

       

 

Shares

       Amount      Shares        Amount  

Shares repurchased

       61,341        $1,153,430        292,742        $6,283,023  
    

 

 

Weighted average discount of market price to net asset value of shares repurchased

          10.42%           13.89%  

3.  Transactions with Affiliates

Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton. Certain officers and directors of the Fund are also officers, and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

 

Templeton Asset Management Ltd. (TAML)

 

  

 

Investment manager

 

Templeton Investment Counsel, LLC (TIC)

 

  

 

Investment manager

 

Franklin Templeton Services, LLC (FT Services)

 

  

 

Administrative manager

 

a.  Management Fees

The Fund pays an investment management fee to TAML based on the average weekly net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets

 

1.250%

 

  

 

Up to and including $1 billion

 

1.200%

 

  

 

Over $1 billion, up to and including $5 billion

 

1.150%

 

  

 

Over $5 billion, up to and including $10 billion

 

1.100%

 

  

 

Over $10 billion, up to and including $15 billion  

 

1.050%

 

  

 

Over $15 billion, up to and including $20 billion

 

1.000%

 

  

 

In excess of $20 billion

Under an agreement with TAML, TIC is paid a fee for serving as the QFII for the China Fund. The fee is paid by TAML and is not an additional expense of the Fund.

b.  Administrative Fees

Under an agreement with TAML, FT Services provides administrative services to the Fund. The fee is paid by TAML based on the Fund’s average weekly net assets, and is not an additional expense of the Fund.

 

     

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TEMPLETON DRAGON FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

c.  Investments in Affiliated Management Investment Companies

The Fund invests in one or more affiliated management investment companies for purposes other than exercising a controlling influence over the management or policies. Management fees paid by the Fund are waived on assets invested in the affiliated management investment companies, as noted in the Consolidated Statement of Operations, in an amount not to exceed the management and administrative fees paid directly or indirectly by each affiliate. During the year ended December 31, 2019, the Fund held investments in affiliated management investment companies as follows:

 

     Value at
Beginning
of Year
    Purchases     Sales     Realized
Gain (Loss)
    Net Change in
Unrealized
Appreciation
(Depreciation)
   

Value at
End of

Year

    Number of
Shares
Held at End
of Year
    Dividend
Income
 

Non-Controlled Affiliates

               

Institutional Fiduciary Trust Money Market Portfolio, 1.26%

    $539,399       $179,330,766       $(158,259,589     $    —       $    —       $21,610,576       21,610,576       $355,050  
 

 

 

     

 

 

 

4.  Expense Offset Arrangement

The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund’s custodian expenses. During the year ended December 31, 2019, there were no credits earned.

5.  Income Taxes

The tax character of distributions paid during the years ended December 31, 2019 and 2018, was as follows:

 

     2019        2018  

Distributions paid from:

       

Ordinary income

   $ 10,212,232        $ 7,582,482  

Long term capital gain

     60,499,274          63,988,832  
  

 

 

 
   $ 70,711,506        $ 71,571,314  
  

 

 

 

At December 31, 2019, the cost of investments, net unrealized appreciation (depreciation), undistributed ordinary income and undistributed long term capital gains for income tax purposes were as follows:

 

Cost of investments

   $ 446,294,276  
  

 

 

 

Unrealized appreciation

   $ 305,415,998  

Unrealized depreciation

     (17,044,163
  

 

 

 

Net unrealized appreciation (depreciation)

   $ 288,371,835  
  

 

 

 

Distributable earnings:

  

Undistributed ordinary income

   $ 5,239,503  

Undistributed long term capital gains

     81,872,596  
  

 

 

 

Total distributable earnings

   $ 87,112,099  
  

 

 

 

Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatments of passive foreign investment company shares and investments in the China Fund.

 

     
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21


TEMPLETON DRAGON FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

6.  Investment Transactions

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2019, aggregated $255,232,759 and $341,553,173, respectively.

7.  Concentration of Risk

Investing in foreign securities may include certain risks and considerations not typically associated with investing in U.S. securities, such as fluctuating currency values and changing local, regional and global economic, political and social conditions, which may result in greater market volatility. Current political and financial uncertainty surrounding the European Union may increase market volatility and the economic risk of investing in securities in Europe. In addition, certain foreign securities may not be as liquid as U.S. securities.

Investing in China A-shares may include certain risks and considerations not typically associated with investing in U.S. securities. In general, A-shares are issued by companies incorporated in the People’s Republic of China (PRC) and listed on the Shanghai and Shenzhen Stock Exchanges and available for investment by domestic (Chinese) investors and holders of a QFII license and, in the case of certain eligible A-shares, through the Shanghai and Shenzhen Stock Connect programs. The Shanghai and Shenzhen Stock Exchanges are, however, substantially smaller, less liquid and more volatile than the major securities markets in the United States.

8.  Fair Value Measurements

The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s financial instruments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical financial instruments

 

   

Level 2 – other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.)

 

   

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of financial instruments)

The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.

A summary of inputs used as of December 31, 2019, in valuing the Fund’s assets carried at fair value, is as follows:

 

                                                                                               
      Level 1      Level 2      Level 3      Total  

Assets:

           

Investments in Securities:a

           

Equity Investments

       $ 712,800,770      $      $      $ 712,800,770  

Convertible Bonds

            254,765               254,765  

Short Term Investments

     21,610,576                      21,610,576  
  

 

 

 

Total Investments in Securities

       $     734,411,346      $ 254,765      $         —      $     734,666,111  
  

 

 

 

aFor detailed categories, see the accompanying Consolidated Statement of Investments.

 

     

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TEMPLETON DRAGON FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

9.  Subsequent Events

The Fund has evaluated subsequent events through the issuance of the consolidated financial statements and determined that no events have occurred that require disclosure.

Abbreviations

 

Currency        Selected Portfolio
CNY     Chinese Yuan        ADR     American Depositary Receipt

 

     
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23


TEMPLETON DRAGON FUND, INC.

    

 

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Templeton Dragon Fund, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of assets and liabilities, including the consolidated statement of investments, of Templeton Dragon Fund, Inc. and its subsidiary (the “Fund”) as of December 31, 2019, the related consolidated statement of operations for the year ended December 31, 2019, the consolidated statement of changes in net assets for each of the two years in the period ended December 31, 2019, including the related notes, and the consolidated financial highlights for each of the five years in the period ended December 31, 2019 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2019 and the financial highlights for each of the five years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our procedures included confirmation of securities owned as of December 31, 2019 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

San Francisco, California

February 20, 2020

We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.

 

     

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TEMPLETON DRAGON FUND, INC.

    

 

Tax Information (unaudited)

Under Section 852(b)(3)(C) of the Internal Revenue Code, the Fund hereby reports the maximum amount allowable but no less than $60,499,274 as a long term capital gain dividend for the fiscal year ended December 31, 2019.

Under Section 854(b)(1)(B) of the Internal Revenue Code, the Fund hereby reports the maximum amount allowable but no less than $2,711,509 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Internal Revenue Code for the fiscal year ended December 31, 2019. Distributions, including qualified dividend income, paid during calendar year 2019 will be reported to shareholders on Form 1099-DIV by mid-February 2020. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their individual income tax returns.

At December 31, 2018, more than 50% of the Fund’s total assets were invested in securities of foreign issuers. In most instances, foreign taxes were withheld from income paid to the Fund on these investments. As shown in the table below, the Fund hereby reports to shareholders the foreign source income and foreign taxes paid, pursuant to Section 853 of the Internal Revenue Code. This written statement will allow shareholders of record on September 9, 2019, to treat their proportionate share of foreign taxes paid by the Fund as having been paid directly by them. The shareholder shall consider these amounts as foreign taxes paid in the tax year in which they receive the Fund distribution.

The following table provides a detailed analysis of foreign tax paid, foreign source income, and foreign source qualified dividends as reported by the Fund to shareholders of record.

 

    Foreign Tax Paid
Per Share
   Foreign Source
Income Per Share
     Foreign Source
Qualified
Dividends Per
Share
 

$0.0512

     $0.3667        $0.1352  

Foreign Tax Paid Per Share is the amount per share available to you, as a tax credit (assuming you held your shares in the Fund for a minimum of 16 days during the 31-day period beginning 15 days before the ex-dividend date of the Fund’s distribution to which the foreign taxes relate), or, as a tax deduction.

Foreign Source Income Per Share is the amount per share of income dividends attributable to foreign securities held by the Fund, plus any foreign taxes withheld on these dividends. The amounts reported include foreign source qualified dividends that have not been adjusted for the rate differential applicable to such dividend income.1

Foreign Source Qualified Dividends Per Share is the amount per share of foreign source qualified dividends plus any foreign taxes withheld on these dividends. These amounts represent the portion of the Foreign Source Income Per Share that were derived from qualified foreign securities held by the Fund.1

At the beginning of each calendar year, shareholders will receive Form 1099-DIV which will include their share of taxes paid and foreign source income distributed during the prior calendar year. The Foreign Source Income reported on Form 1099-DIV has not been adjusted for the rate differential on foreign source qualified dividend income. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their individual income tax returns.

1Qualified dividends are taxed at reduced long term capital gains tax rates. In determining the amount of foreign tax credit that may be applied against the U.S. tax liability of individuals receiving foreign source qualified dividends, adjustments may be required to the foreign tax credit limitation calculation to reflect the rate differential applicable to such dividend income. The rules however permit certain individuals to elect not to apply the rate differential adjustments for capital gains and/or dividends for any taxable year. Please consult your tax advisor and the instructions to Form 1116 for more information.

 

     
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25


TEMPLETON DRAGON FUND, INC.

    

 

Annual Meeting of Shareholders May 30, 2019 (unaudited)

The Annual Meeting of Shareholders of Templeton Dragon Fund, Inc. (the “Fund”) was held at the Fund’s offices, 300 S.E. 2nd Street, Fort Lauderdale, Florida, on May 30, 2019. The purpose of the meeting was to elect four Directors of the Fund and to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending December 31, 2019. At the meeting, the following persons were elected by the shareholders to serve as Directors of the Fund: Edith E. Holiday, Larry D. Thompson, Rupert H. Johnson, Jr. and Gregory E. Johnson.* Shareholders also ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending December 31, 2019. No other business was transacted at the meeting with respect to the Fund.

The results of the voting at the Annual Meeting are as follows:

1. Election of four Directors

 

Term Expiring 2022    For        % of
    Outstanding
Shares
     % of
Shares
        Present
     Withheld        % of
Outstanding
Shares
     % of
Shares
    Present

Edith E. Holiday

     17,683,652        52.23%      56.20%            13,781,824        40.71%      43.80%

Larry D. Thompson

     21,295,329        62.90%      67.68%        10,170,147        30.04%      32.32%

Rupert H. Johnson, Jr.

     21,264,598        62.81%      67.58%        10,200,878        30.13%      32.42%

Gregory E. Johnson

     21,247,874        62.76%      67.53%        10,217,603        30.18%      32.47%

There were no broker non-votes received with respect to this item.

2. Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending December 31, 2019:

 

      Shares
Voted
  

% of

        Outstanding

Shares

  

% of

Shares
            Present

For

   31,105,754    91.88%    98.86%

Against

   128,774    0.38%    0.41%

Abstain

   230,942    0.68%    0.73%

 

 

* Harris J. Ashton, Ann Torre Bates, Mary C. Choksi, J. Michael Luttig, David W. Niemiec, Constantine D. Tseretopoulos and Robert E. Wade are Directors of the Fund who are currently serving and whose terms of office continued after the Annual Meeting of Shareholders.

 

     

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TEMPLETON DRAGON FUND, INC.

    

 

Dividend Reinvestment and Cash Purchase Plan

The Fund offers a Dividend Reinvestment and Cash Purchase Plan (the “Plan”) with the following features:

If shares of the Fund are held in the shareholder’s name, the shareholder will automatically be a participant in the Plan unless he elects to withdraw. If the shares are registered in the name of a broker-dealer or other nominee (i.e., in “street name”), the broker-dealer or nominee will elect to participate in the Plan on the shareholder’s behalf unless the shareholder instructs them otherwise, or unless the reinvestment service is not provided by the broker-dealer or nominee.

To receive dividends or distributions in cash, the shareholder must notify American Stock Transfer and Trust Company, LLC (the “Plan Administrator”) at P.O. Box 922, Wall Street Station, New York, NY 10269-0560 or the institution in whose name the shares are held. The Plan Administrator must receive written notice ten business days before the record date for the distribution.

Whenever the Fund declares dividends in either cash or shares of the Fund, if the market price is equal to or exceeds net asset value at the valuation date, the participant will receive the dividends entirely in new shares at a price equal to the net asset value, but not less than 95% of the then current market price of the Fund’s shares. If the market price is lower than net asset value or if dividends and/or capital gains distributions are payable only in cash, the participant will receive shares purchased on the New York Stock Exchange or otherwise on the open market.

A participant has the option of submitting additional cash payments to the Plan Administrator, in any amounts of at least $100, up to a maximum of $5,000 per month, for the purchase of Fund shares for his or her account. These payments can be made by check payable to American Stock Transfer and Trust Company, LLC and sent to American Stock Transfer and Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560, Attention: Templeton Dragon Fund, Inc. The Plan Administrator will apply such payments (less a $5.00 service charge and less a pro rata share of trading fees) to purchases of the Fund’s shares on the open market.

Whenever shares are purchased on the New York Stock Exchange or otherwise on the open market, each participant will pay a pro rata portion of trading fees. Trading fees will be deducted from amounts to be invested. The Plan Administrator’s fee for a sale of shares through the Plan is $15.00 per transaction plus a $0.12 per share trading fee.

The automatic reinvestment of dividends and/or capital gains does not relieve the participant of any income tax that may be payable on dividends or distributions.

The participant may withdraw from the Plan without penalty at any time by written notice to the Plan Administrator sent to American Stock Transfer and Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560. Upon withdrawal, the participant will receive, without charge, share certificates issued in the participant’s name for all full shares held by the Plan Administrator; or, if the participant wishes, the Plan Administrator will sell the participant’s shares and send the proceeds to the participant, less a service charge of $15.00 and less trading fees of $0.12 per share. The Plan Administrator will convert any fractional shares held at the time of withdrawal to cash at current market price and send a check to the participant for the net proceeds.

For more information, please see the Plan’s Terms and Conditions located at the back of this report.

 

     
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27


TEMPLETON DRAGON FUND, INC.

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

 

Transfer Agent

American Stock Transfer and Trust Company, LLC

P.O. Box 922, Wall Street Station,

New York, NY 10269-056

(800) 416-5585

www.astfinancial.com

Direct Deposit Service for Registered Shareholders

Cash distributions can now be electronically credited to a checking or savings account at any financial institution that participates in the Automated Clearing House (“ACH”) system. The Direct Deposit service is provided for registered shareholders at no charge. To enroll in the service, access your account online by going to www.astfinancial.com or dial (800) 416-5585 (toll free) and follow the instructions. Direct Deposit will begin with the next scheduled distribution payment date following enrollment in the service.

Direct Registration

If you are a registered shareholder of the Fund, purchases of shares of the Fund can be electronically credited to your Fund account at American Stock Transfer and Trust Company, LLC through Direct Registration. This service provides shareholders with a convenient way to keep track of shares through book entry transactions, electronically move book-entry shares between broker-dealers, transfer agents and DRS eligible issuers, and eliminate the possibility of lost certificates. For additional information, please contact American Stock Transfer and Trust Company, LLC at (800) 416-5585.

Shareholder Information

Shares of Templeton Dragon Fund, Inc. are traded on the New York Stock Exchange under the symbol “TDF.” Information about the net asset value and the market price is available at franklintempleton.com.

For current information about dividends and shareholder accounts, call (800) 416-5585. Registered shareholders can access their Fund account on-line. For information go to American Stock Transfer and Trust Company, LLC website at www.astfinancial.com and follow the instructions.

The daily closing net asset value as of the previous business day may be obtained when available by calling Franklin Templeton Fund Information after 7 a.m. Pacific time any business day at (800) DIAL BEN/342-5236. The Fund’s net asset value and dividends are also listed on the NASDAQ Stock Market, Inc.’s Mutual Fund Quotation Service (“NASDAQ MFQS”).

Shareholders not receiving copies of reports to shareholders because their shares are registered in the name of a broker or a custodian can request that they be added to the Fund’s mailing list, by writing Templeton Dragon Fund, Inc., 100 Fountain Parkway, P.O. Box 33030, St. Petersburg, FL, 33733-8030.

 

     

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TEMPLETON DRAGON FUND, INC.

    

 

Board Members and Officers

The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Trust, principal occupations during at least the past five years and number of U.S. registered portfolios overseen in the Franklin Templeton fund complex, are shown below. Generally, each board member serves until that person’s successor is elected and qualified.

Independent Board Members

 

Name, Year of Birth

and Address

   Position   

Length of

Time Served

  

Number of Portfolios in

Fund Complex Overseen

by Board Member*

  

Other Directorships Held During

at Least the Past 5 Years

         

Harris J. Ashton (1932)

300 S.E. 2nd Street

Fort Lauderdale, FL 33301-1923

   Director    Since 1994    132    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 and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998).
         

Ann Torre Bates (1958)

300 S.E. 2nd Street

Fort Lauderdale, FL 33301-1923

   Director    Since 2008    33    Ares Capital Corporation (specialty finance company) (2010-present), United Natural Foods, Inc. (distributor of natural, organic and specialty foods) (2013-present), Allied Capital Corporation (financial services) (2003-2010), SLM Corporation (Sallie Mae) (1997-2014) and Navient Corporation (loan management, 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 Street

Fort Lauderdale, FL 33301-1923

   Director    Since 2016    132    Avis Budget Group Inc. (car rental) (2007-present), Omnicom Group Inc. (advertising and marketing communications services) (2011-present) and White Mountains Insurance Group, Ltd. (holding company) (2017-present).
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 Markets Management LLC (investment management firm) (1987-2011); and Loan Officer/Senior Loan Officer/Senior Pension Investment Officer, World Bank Group (international financial institution) (1977-1987).

 

     
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29


TEMPLETON DRAGON FUND, INC.

    

Independent Board Members (continued)

 

Name, Year of Birth

and Address

   Position   

Length of

Time Served

  

Number of Portfolios in

Fund Complex Overseen

by Board Member*

  

Other Directorships Held During

at Least the Past 5 Years

         

Edith E. Holiday (1952)

300 S.E. 2nd Street

Fort Lauderdale, FL 33301-1923

   Lead
Independent
Director
   Director since
1996 and Lead
Independent
Director since
2007
   132    Hess Corporation (exploration of oil and gas) (1993-present), Canadian National Railway (railroad) (2001-present), White Mountains Insurance Group, Ltd. (holding company) (2004-present), Santander Consumer USA Holdings, Inc. (consumer finance) (2016-present), 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 Public Affairs and Public Liaison – United States Treasury Department (1988-1989).
         

J. Michael Luttig (1954)

300 S.E. 2nd Street

Fort Lauderdale, FL 33301-1923

   Director    Since 2009    132    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 (aerospace company), and member of the Executive Council (May 2019-January 1, 2020); Executive Vice President, General Counsel and member of the Executive Council, 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 Street

Fort Lauderdale, FL 33301-1923

   Director    Since 2005    33    Hess Midstream LP (oil and gas midstream infrastructure) (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).
         

Larry D. Thompson (1945)

300 S.E. 2nd Street

Fort Lauderdale, FL 33301-1923

   Director    Since 2005    132    The Southern Company (energy company) (2014-present; previously 2010-2012), Graham Holdings Company (education and media organization) (2011-present) and Cbeyond, Inc. (business communications provider) (2010-2012).
Principal Occupation During at Least the Past 5 Years:
Director of various companies; Counsel, Finch McCranie, LLP (law firm) (2015-present); Independent Compliance Monitor and Auditor, Volkswagen AG (manufacturer of automobiles and commercial vehicles) (2017-present); John A. Sibley Professor of Corporate and Business Law, University of Georgia School of Law (2015-present; previously 2011-2012); and formerly, Executive Vice President – Government Affairs, General Counsel and Corporate Secretary, 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 Attorney General, U.S. Department of Justice (2001-2003).

 

     

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TEMPLETON DRAGON FUND, INC.

    

Independent Board Members (continued)

 

Name, Year of Birth

and Address

   Position   

Length of

Time Served

  

Number of Portfolios in

Fund Complex Overseen

by Board Member*

    

Other Directorships Held During

at Least the Past 5 Years

         

Constantine D. Tseretopoulos (1954)

300 S.E. 2nd Street

Fort Lauderdale, FL 33301-1923

   Director    Since 1998      21      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 Street

Fort Lauderdale, FL 33301-1923

   Director    Since 2006      33      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

   Position   

Length of

Time Served

  

Number of Portfolios in

Fund Complex Overseen

by Board Member*

    

Other Directorships Held During

at Least the Past 5 Years

         

**Gregory E. Johnson (1961)

One Franklin Parkway

San Mateo, CA 94403-1906

   Director    Since 2006      144      None
Principal Occupation During at Least the Past 5 Years:      
Chairman of the Board, Member – Office of the Chairman, Director and Chief Executive Officer, Franklin Resources, Inc.; officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 39 of the investment companies in Franklin Templeton; Vice Chairman, Investment Company Institute; and formerly, President, Franklin Resources, Inc. (1994-2015).
         

**Rupert H. Johnson, Jr. (1940)

One Franklin Parkway

San Mateo, CA 94403-1906

   Chairman of
the Board,
Director and
Vice President
   Chairman of the
Board and Director
since 2013 and
Vice President
since 1996
     132      None
Principal Occupation During at Least the Past 5 Years:
Vice Chairman, Member – Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 37 of the investment companies in Franklin Templeton.
         

Alison E. Baur (1964)

One Franklin Parkway

San 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 41 of the investment companies in Franklin Templeton.
         

Breda M. Beckerle (1958)

280 Park Avenue

New York, NY

10017

   Interim Chief
Compliance
Officer
   Since January
2020
     Not Applicable      Not Applicable
Principal Occupation During at Least the Past 5 Years:      
Chief Compliance Officer, Fiduciary Investment Management International, Inc., Franklin Advisers, Inc., Franklin Advisory Services, LLC, Franklin Mutual Advisers, LLC, Franklin Templeton Institutional, LLC; and officer of 41 of the investment companies in Franklin Templeton.

 

     
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31


TEMPLETON DRAGON FUND, INC.

    

Interested Board Members and Officers (continued)

 

Name, Year of Birth

and Address

   Position   

Length of

Time Served

  

Number of Portfolios in

Fund Complex Overseen

by Board Member*

  

Other Directorships Held During

at Least the Past 5 Years

         

Steven J. Gray (1955)

One Franklin Parkway

San Mateo, CA 94403-1906

   Vice President    Since 2009    Not Applicable    Not Applicable
Principal Occupation During at Least the Past 5 Years:      
Senior Associate General Counsel, Franklin Templeton; Vice President, Franklin Templeton Distributors, Inc. and FASA, LLC; and officer of 41 of the investment companies in Franklin Templeton.
         

Matthew T. Hinkle (1971)

One Franklin Parkway

San Mateo, CA 94403-1906

   Chief Executive
Officer –
Finance and
Administration
   Since 2017    Not Applicable    Not Applicable
Principal Occupation During at Least the Past 5 Years:
Senior Vice President, Franklin Templeton Services, LLC; officer of 41 of the investment companies in Franklin Templeton; and formerly, Vice President, Global Tax (2012-April 2017) and Treasurer/Assistant Treasurer, Franklin Templeton (2009-2017).
         

Robert G. Kubilis (1973)

300 S.E. 2nd Street

Fort Lauderdale, FL 33301-1923

   Chief Financial
Officer, Chief
Accounting
Officer and
Treasurer
   Since 2017    Not Applicable    Not Applicable
Principal Occupation During at Least the Past 5 Years:
Treasurer, U.S. Fund Administration & Reporting, Franklin Templeton; and officer of 15 of the investment companies in Franklin Templeton.
         

Robert Lim (1948)

One Franklin Parkway

San Mateo, CA 94403-1906

   Vice President
– AML
Compliance
   Since 2016    Not Applicable    Not Applicable
Principal Occupation During at Least the Past 5 Years:      
Vice President, Franklin Templeton Companies, LLC; Chief Compliance Officer, Franklin Templeton Distributors, Inc. and Franklin Templeton Investor Services, LLC; and officer of 41 of the investment companies in Franklin Templeton.
         

Manraj S. Sekhon (1969)

7 Temasek Blvd.,

Suntec Tower 1, #38-03

Singapore 038987

   President and
Chief Executive
Officer –
Investment
Management
   Since 2018    Not Applicable    Not Applicable
Principal Occupation During at Least the Past 5 Years:      
Chief Investment Officer, Franklin Templeton Emerging Markets Equity; officer of four of the investment companies in Franklin Templeton; and formerly, Chief Executive and Chief Investment Officer, Fullerton Fund Management Company Ltd. (2011-2016).
         

Navid J. Tofigh (1972)

One Franklin Parkway

San Mateo, CA 94403-1906

   Vice President    Since 2015    Not Applicable    Not Applicable
Principal Occupation During at Least the Past 5 Years:
Associate General Counsel and officer of 41 of the investment companies in Franklin Templeton.
         

Craig S. Tyle (1960)

One Franklin Parkway

San Mateo, CA 94403-1906

   Vice President    Since 2005    Not Applicable    Not Applicable
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 of 41 of the investment companies in Franklin Templeton.

 

     

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TEMPLETON DRAGON FUND, INC.

    

Interested Board Members and Officers (continued)

 

Name, Year of Birth

and Address

   Position   

Length of

Time Served

  

Number of Portfolios in

Fund Complex Overseen

by Board Member*

  

Other Directorships Held During

at Least the Past 5 Years

         

Lori A. Weber (1964)

300 S.E. 2nd Street

Fort Lauderdale, FL 33301-1923

   Vice President
and Secretary
   Vice
President since
2011 and
Secretary since
2013
   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, Templeton Investment Counsel, LLC; and officer of 41 of the investment companies in Franklin Templeton.

*We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton fund complex. These portfolios have a common investment manager or affiliated investment managers.

**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 director of Franklin Resources, Inc. (Resources), which is the parent company of the Fund’s investment manager. 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 and director and major shareholder of Resources.

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 report. It is possible that after this date, information about officers may change.

The Sarbanes-Oxley Act of 2002 and Rules adopted by the U.S. Securities and Exchange Commission require the Fund to disclose whether the Fund’s Audit Committee includes at least one member who is an audit committee financial expert within the meaning of such Act and Rules. The Fund’s Board has determined that there is at least one such financial expert on the Audit Committee and has designated each of Ann Torre Bates and David W. Niemiec as an audit committee financial expert. The Board believes that Ms. Bates and Mr. Niemiec qualify as such an expert in view of their extensive business background and experience. Ms. Bates has served as a member of the Fund Audit Committee since 2008. She currently serves as a director of Ares Capital Corporation (2010-present) and United Natural Foods, Inc. (2013-present) and was formerly a director of Navient Corporation from 2014 to 2016, SLM Corporation from 1997 to 2014 and Allied Capital Corporation from 2003 to 2010, Executive Vice President and Chief Financial Officer of NHP Incorporated from 1995 to 1997 and Vice President and Treasurer of US Airways, Inc. until 1995. Mr. Niemiec has served as a member of the Fund Audit Committee since 2005, currently serves as an Advisor to Saratoga Partners and was formerly its Managing Director from 1998 to 2001 and serves as a director of Hess Midstream Partners LP (2017-present). Mr. Niemiec was formerly a director of Emeritus Corporation from 1999 to 2010 and OSI Pharmaceuticals, Inc. from 2006 to 2010, Managing Director of SBC Warburg Dillon Read from 1997 to 1998, and was Vice Chairman from 1991 to 1997 and Chief Financial Officer from 1982 to 1997 of Dillon, Read & Co. Inc. As a result of such background and experience, the Board believes that Ms. Bates and Mr. Niemiec have each acquired an understanding of generally accepted accounting principles and financial statements, the general application of such principles in connection with the accounting estimates, accruals and reserves, and analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues generally comparable to those of the Fund, as well as an understanding of internal controls and procedures for financial reporting and an understanding of audit committee functions. Ms. Bates and Mr. Niemiec are independent Board members as that term is defined under the applicable U.S. Securities and Exchange Commission Rules and Releases or the listing standards applicable to the Fund.

 

     
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33


TEMPLETON DRAGON FUND, INC.

    

 

Shareholder Information

Proxy Voting Policies and Procedures

The Fund’s investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund’s complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies 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, Attention: Proxy Group. Copies of the Fund’s proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission’s website at sec.gov and reflect the most recent 12-month period ended June 30.

Quarterly Consolidated Statement of Investments

The Fund files a complete consolidated statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year as an exhibit to its report on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the Commission’s website at sec.gov. The filed form may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.

                    

 

 

     

34

          Annual Report   franklintempleton.com


TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

 

1. Each holder of shares (a “Shareholder”) in Templeton Dragon Fund, Inc. (the “Fund”) whose Fund shares are registered in his or her own name will automatically be a participant in the Dividend Reinvestment and Cash Purchase Plan (the “Plan”), unless any such Shareholder specifically elects in writing to receive all dividends and capital gains in cash, paid by check, mailed directly to the Shareholder. A Shareholder whose shares are registered in the name of a broker-dealer or other nominee (the “Nominee”) will be a participant if (a) such a service is provided by the Nominee and (b) the Nominee makes an election on behalf of the Shareholder to participate in the Plan. Nominees intend to make such an election on behalf of Shareholders whose shares are registered in their names, as Nominee, unless a Shareholder specifically instructs his or her Nominee to pay dividends and capital gains in cash. American Stock Transfer and Trust Company, LLC (“AST”) will act as Plan Administrator and will open an account for each participating shareholder (“participant”) under the Plan in the same name as that in which the participant’s present shares are registered.

2. Whenever the Fund declares a distribution from capital gains oran income dividend payable in either cash or shares of the Fund(“Fund shares”), if the market price per share on the valuation date equals or exceeds the net asset value per share, participants will receive such dividend or distribution entirely in Fund shares, and AST shall automatically receive such Fund shares for participant accounts including aggregate fractions. The number of additional Fund shares to be credited to participant accounts shall be determined by dividing the equivalent dollar amount of the capital gains distribution or dividend payable to participants by the Fund’s net asset value per share of the Fund shares on the valuation date, provided that the Fund shall not issue such shares at a price lower than 95% of the current market price per share. The valuation date will be the payable date for such distribution or dividend.

3. Whenever the Fund declares a distribution from capital gains or an income dividend payable only in cash, or if the Fund’s net asset value per share exceeds the market price per share on the valuation date, AST shall apply the amount of such dividend or distribution payable to participants to the purchase of Fund shares on the open market (less their pro rata share of trading fees incurred with respect to open market purchases in connection with the reinvestment of such dividend or distribution). If, before AST has completed its purchases, the market price exceeds the net asset value per share, the average per share purchase price paid by AST may exceed the net asset value of the Fund’s shares, resulting in the acquisition of fewer shares than if the dividend or capital gains distribution had been paid in shares issued by the Fund at net asset value per share. Such purchases will be made promptly after the payable date for such dividend or distribution, and in no event more than 30 days after such date except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of the Federal securities laws.

4. A participant has the option of submitting additional payments to AST, in any amounts of at least $100, up to a maximum of $5,000 per month, for the purchase of Fund shares for his or her account. These payments may be made electronically through www.astfinancial.com or by check payable to “American Stock Transfer and Trust Company, LLC” and sent to American Stock Transfer and Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560, Attention: Templeton Dragon Fund, Inc. AST shall apply such payments (less a $5.00 service charge and less a pro rata share of trading fees) to purchases of Fund shares

on the open market, as discussed below in paragraph 6. AST shall make such purchases promptly on approximately the 15th of each month or, during a month in which a dividend or distribution is paid, beginning on the dividend payment date, and in no event more than 30 days after receipt, except where necessary to comply with provisions of Federal securities law. Any voluntary payment received less than two business days before an investment date shall be invested during the following month unless there are more than 30 days until the next investment date, in which case such payment will be returned to the participant. AST shall return to the participant his or her entire voluntary cash payment upon written notice of withdrawal received by AST not less than 48 hours before such payment is to be invested. Such written notice shall be sent to AST by the participant, as discussed below in paragraph 14.

5. For all purposes of the Plan: (a) the market price of the Fund’s shares on a particular date shall be the last sale price on the New York Stock Exchange on that date if a business day and if not, on the preceding business day, or if there is no sale on such Exchange on such date, then the mean between the closing bid and asked quotations for such shares on such Exchange on such date, and (b) net asset value per share of the Fund’s shares on a particular date shall be as determined by or on behalf of the Fund.

6. Open market purchases provided for above may be made on any securities exchange where Fund shares are traded, in the over-the-counter market or in negotiated transactions and may be on such terms as to price, delivery and otherwise as AST shall determine. Participant funds held by AST uninvested will not bear interest, and it is understood that, in any event, AST shall have no liability in connection with any inability to purchase Fund shares within 30 business days after the payable date for any dividend or distribution as herein provided, or with the timing of any purchases effected. AST shall have no responsibility as to the value of the Fund shares acquired for participant accounts. For the purposes of purchases in the open market, AST may aggregate purchases with those of other participants, and the average price (including trading fees) of all shares purchased by AST shall be the price per share allocable to all participants.

7. AST will hold shares acquired pursuant to this Plan, together with the shares of other participants acquired pursuant to this Plan, in its name or that of its nominee. AST will forward to participants any proxy solicitation material and will vote any shares so held for participants only in accordance with the proxies returned by participants to the Fund. Upon written request, AST will deliver to participants, without charge, a certificate or certificates for all or a portion of the full shares held by AST.

8. AST will confirm to participants each acquisition made for an account as soon as practicable but not later than 60 business days after the date thereof. AST will send to participants a detailed account statement showing total dividends and distributions, date of investment, shares acquired and price per share, and total shares of record for the account. Although participants may from time to time have an undivided fractional interest (computed to three decimal places) in a share of the Fund, no certificates for a fractional share will be issued. However, dividends and distributions on fractional shares will be credited to participant accounts. In the event of termination of an account under the Plan, AST will adjust for any such undivided fractional interest in cash at the market price of the Fund’s shares on the date of termination.

 

 

     
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TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (continued)

 

9. Any share dividends or split shares distributed by the Fund on shares held by AST for participants will be credited to participant accounts. In the event that the Fund makes available to its shareholders transferable rights to purchase additional Fund shares or other securities, AST will sell such rights and apply the proceeds of the sale to the purchase of additional Fund shares for the participant accounts. The shares held for participants under the Plan will be added to underlying shares held by participants in calculating the number of rights to be issued.

10. AST’s service charge for capital gains or income dividend purchases will be paid by the Fund when shares are issued by the Fund or purchased on the open market. AST will deduct a $5.00 service charge from each voluntary cash payment. Participants will be charged a pro rata share of trading fees on all open market purchases.

11. Participants may withdraw shares from such participant’s account or terminate their participation under the Plan by notifying AST in writing. Such withdrawal or termination will be effective immediately if notice is received by AST not less than ten days prior to any dividend or distribution record date; otherwise such withdrawal or termination will be effective after the investment of any current dividend or distribution or voluntary cash payment. The Plan may be terminated by AST or the Fund upon 90 days’ notice in writing mailed to participants. Upon any withdrawal or termination, AST will cause a certificate or certificates for the full shares held by AST for participants and cash adjustment for any fractional shares (valued at the market value of the shares at the time of withdrawal or termination) to be delivered to participants, less any trading fees. Alternatively, a participant may elect by written notice to AST to have AST sell part or all of the shares held for him and to remit the proceeds to him. AST is authorized to deduct a $15.00 service charge and a trading fee of $0.12 per share for this transaction from the proceeds. If a participant disposes of all shares registered in his name on the books of the Fund, AST may, at its option, terminate the participant’s account or determine from the participant whether he wishes to continue his participation in the Plan.

12. These terms and conditions may be amended or supplemented by AST or the Fund at any time or times, except when necessary or appropriate to comply with applicable law or the rules or policies of the U.S. Securities and Exchange Commission or any other regulatory authority, only by mailing to participants appropriate written notice at least 90 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by participants unless, prior to the effective date thereof, AST receives written notice of the termination of a participant account under the Plan. Any such amendment may include an appointment by AST in its place and stead of a successor Plan Administrator under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by AST under these terms and conditions. Upon any such appointment of a Plan Administrator for the purpose of receiving dividends and distributions, the Fund will be authorized to pay to such successor Plan Administrator, for a participant’s account, all dividends and distributions payable on Fund shares held in a participant’s name or under the Plan for retention or application by such successor

13. AST shall at all times act in good faith and agree to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement and to comply with applicable law, but shall assume no responsibility and shall not be liable for loss or

damage due to errors unless such error is caused by AST’s negligence, bad faith or willful misconduct or that of its employees.

14. Any notice, instruction, request or election which by any provision of the Plan is required or permitted to be given or made by the participant to AST shall be in writing addressed to American Stock Transfer and Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560, or www.astfinancial.com or such other address as AST shall furnish to the participant, and shall have been deemed to be given or made when received by AST.

15. Any notice or other communication which by any provision of the Plan is required to be given by AST to the participant shall be in writing and shall be deemed to have been sufficiently given for all purposes by being deposited postage prepaid in a post office letter box addressed to the participant at his or her address as it shall last appear on AST’s records. The participant agrees to notify AST promptly of any change of address.

16. These terms and conditions shall be governed by and construed in accordance with the laws of the State of New York and the rules and regulations of the U.S. Securities and Exchange Commission, as they may be amended from time to time.

 

 

     

36

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Investors should be aware that the value of investments made for the Fund may go down as well as up. Like any investment in securities, the value of the Fund’s portfolio will be subject to the risk of loss from market, currency, economic, political and other factors. The Fund and its investors are not protected from such losses by the investment manager. Therefore, investors who cannot accept this risk should not invest in shares of the Fund.

To help ensure we provide you with quality service, all calls to and from our service areas are monitored and/or recorded.

 

 

 

LOGO    

Annual Report

Templeton Dragon Fund, Inc.

  
           Investment Manager   Transfer Agent    Fund Information
    Templeton Asset   American Stock Transfer & Trust Co., LLC          (800) DIAL BEN® / 342-5236
    Management Ltd.   6201 15th Avenue   
      Brooklyn, NY 11219   
      Toll Free Number: (800) 416-5585   
      Hearing Impaired Number: (866) 703-9077   
      International Phone Number: (718) 921-8124   
      www.astfinancial.com   

 

© 2020 Franklin Templeton Investments. All rights reserved.    TLTDF A 02/20


Item 2.    Code of Ethics.

(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 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 $56,019 for the fiscal year ended December 31, 2019 and $52,719 for the fiscal year ended December 31, 2018.

 

(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 $7,163 for the fiscal year ended December 31, 2019 and $7,023 for the fiscal year ended December 31, 2018. 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.

The aggregate 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 were $20,000 for the fiscal year ended December 31, 2019 and $0 for the fiscal year ended December 31, 2018. The services for which these fees were paid included professional fees in connection with tax treatment of equipment lease transactions and professional fees in connection with an Indonesia withholding tax refund claim.

 

(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 December 31, 2019 and $281 for the fiscal year ended December 31, 2018. 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 $153,344 for the fiscal year ended December 31, 2019 and $15,000 for the fiscal year ended December 31, 2018. The services for which these fees were paid included issuance of an Auditors’ Certificate for South Korean regulatory shareholder disclosures, and valuation Services related to Fair Value engagement.

(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 $180,507 for the fiscal year ended December 31, 2019 and $22,304 for the fiscal year ended December 31, 2018.

(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

Members of the Audit Committee are: Ann Torre Bates, David W. Niemiec 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 directors 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 Templeton Asset Management Ltd. (Asset Management) in accordance with the Proxy Voting Policies and 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 the Proxy Group within Franklin Templeton Companies, LLC (Proxy Group), an affiliate and wholly owned subsidiary of Franklin Resources, Inc. All proxies received by the Proxy Group will be voted based upon the investment manager’s instructions and/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 Shareholder Services, Inc. (ISS), an unaffiliated third-party corporate governance research service that provides in-depth analyses of shareholder 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 the shareholder meetings of publicly held U.S. companies, as well as a limited subscription to its international research. Also, the investment manager has a supplemental subscription to Egan-Jones Proxy Services (Egan-Jones), an unaffiliated third party proxy advisory firm, to receive analyses and vote recommendations. Although analyses provided by ISS, Glass Lewis, Egan-Jones, 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. For most proxy proposals, the investment manager’s evaluation should result in the same position being taken for all Funds. In some cases, however, the evaluation may result in a Fund voting differently, depending upon the nature and objective of the


Fund, the composition of its portfolio and other factors. As a matter of policy, the officers, directors/trustees and employees of the investment manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of the Fund and its shareholders. Efforts are made to resolve all conflicts in the best interests of the investment manager’s clients. 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. In situations where a material conflict of interest is identified, the Proxy Group may vote consistent with the voting recommendation of a Proxy Service; or send the proxy directly to the Fund’s board or a committee of the board with the 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 vote recommendations differ from a Proxy Service and 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 Fund’s board or a board committee 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 the Fund 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 a SEC exemptive order thereunder; (2) when the Fund 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 of the other holders of the underlying 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.


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. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company’s management. Each issue, however, is considered on its own merits, and the investment manager will not support the position of the company’s management in any situation where it deems that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares.

Engagement with issuers. 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.

Investment manager’s proxy voting policies and principles The investment manager has adopted general proxy voting guidelines, which are summarized below. These guidelines are not an exhaustive list of all the issues that may arise and the investment manager cannot anticipate all future situations. In all cases, each proxy and proposal (including both management 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 key committees such as audit, nominating, and compensation committees be comprised of independent directors. The investment manager supports boards with strong risk management oversight. The investment manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. The investment manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, the investment manager will review this issue as well as proposals to restore or provide for cumulative voting on a case-by-case basis, taking into consideration factors such as the company’s corporate governance guidelines or provisions and performance. The investment manager generally 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 the potential ramifications of such implementation.

In the event of a contested election, the investment manager will review a number of factors in making a decision including management’s track record, the company’s financial performance, qualifications of candidates on both slates, and the strategic plan of the dissidents and/or shareholder nominees.


Ratification of auditors of portfolio companies. The investment manager will closely scrutinize the independence, role and performance of auditors. On a case-by-case basis, the investment manager will examine proposals relating to non-audit relationships and non-audit fees. The investment manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of a lack of independence, accounting irregularities or negligence. The investment manager may also consider whether the ratification of auditors has been approved by an appropriate audit committee that meets applicable composition and independence requirements.

Management and director compensation. A company’s equity-based compensation plan should be in alignment with the shareholders’ long-term interests. The investment manager believes that executive compensation should be directly linked to the performance of the company. The investment manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable, including the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plans. The investment manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment “evergreen” feature. The investment manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.

Severance compensation arrangements will be reviewed on a case-by-case basis, although the investment manager will generally oppose “golden parachutes” that are considered to be excessive. The investment manager will normally support proposals that require a percentage of directors’ compensation to be in the form of common stock, as it aligns their interests with those of shareholders.

The investment manager will review non-binding say-on-pay proposals on a case-by-case basis, and will generally vote in favor of such proposals unless compensation is misaligned with performance and/or shareholders’ interests, the company has not provided reasonably clear disclosure regarding its compensation practices, or there are concerns with the company’s remuneration practices.

Anti-takeover mechanisms and related issues. The investment manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, the investment manager conducts an independent review of each anti-takeover proposal. On occasion, the investment manager may vote with management when 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 (“poison pills”) to be subject to a shareholder vote and will closely evaluate such plans on a case-by-case basis to determine whether or not they warrant support. In addition, the investment manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. The investment manager generally opposes any supermajority voting requirements as well as the


payment of “greenmail.” The investment manager generally supports “fair price” provisions and confidential voting. The investment manager will review a company’s proposal to reincorporate to a different state or country on a case-by-case basis taking into consideration financial benefits such as tax treatment as well as comparing corporate 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 significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. The investment manager will review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. The investment manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. The investment manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance 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 to determine whether they would be beneficial to shareholders. The investment manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.

Environmental and social issues. The investment manager considers environmental and social issues alongside traditional financial 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 social practices, or negligent oversight of environmental or social issues. Franklin Templeton’s “Responsible Investment Principles and Policies” describes the investment manager’s approach to consideration of environmental, social and governance issues within the investment manager’s processes and ownership practices.

The investment manager will review shareholder proposals on a case-by-case basis and may support those that serve to enhance value or mitigate risk, are drafted appropriately, and do not disrupt the course of business 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 the relevant environmental and social issues that pertain to their business. As such, the investment manager will generally give management discretion with regard to environmental and social issues. However, in cases where management and the board have not demonstrated adequate efforts to mitigate material environmental or social risks, have engaged in inappropriate or illegal conduct, or have failed to


adequately address current or emergent risks that threaten shareholder value, the investment manager may choose to support well-crafted shareholder proposals that serve to promote or protect shareholder 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 of lobbying and corporate political contributions if the investment manager believes that there is evidence of inadequate oversight by the company’s board, if the company’s current disclosure is significantly deficient, or if the disclosure is notably lacking in comparison to the company’s peers.

Governance matters. The investment manager generally supports the right of shareholders to call special meetings and act by written consent. However, the investment manager will review such shareholder proposals on a case-by-case basis in an effort to ensure that such proposals do not disrupt the course of business or require a disproportionate or inappropriate use of company resources.

Proxy access. In cases where the investment manager is satisfied with company performance and the responsiveness of management, it will generally vote against shareholder proxy access proposals not supported by management. In other instances, the investment manager will consider such proposals on a case-by-case basis, taking into account factors such as the size of the company, ownership thresholds and holding periods, nomination limits (e.g., 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 voting decisions 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 acceptable practices in the markets. As a result, it is on occasion difficult to apply a consistent set of governance practices to all issuers. As experienced money managers, the investment manager’s analysts are skilled in understanding the complexities of 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 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) a proxy voting service is not offered by the custodian in the market; (viii) due to either system error or human error, the investment manager’s intended vote is not correctly submitted; (ix) the investment manager believes it is not in the best interest of the Fund or its shareholders to vote the proxy for any other reason not enumerated herein; or (x) a security is subject 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 the Fund, 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.

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 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 above.

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 the Fund. The investment manager 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 request copies 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 at www.sec.gov. The proxy voting records are updated each year by August 31 to reflect the most recent 12-month period ended June 30.

Item 8.    Portfolio Managers of Closed-End Management Investment Companies.

(a)(1) As of February 28, 2020, the portfolio managers of the Fund are as follows:

Michael Lai, CFA, has been a portfolio manager of the Fund since 2019. He joined Franklin Templeton in 2019.

Yu-Jen Shih, CFA, has been a portfolio manager of the Fund since 2019. He joined Franklin Templeton in 2018.

(a)(2) This section reflects information about the portfolio managers as of the fiscal year ended December 31, 2019.

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:

 

Name

   Number of
Other
Registered
Investment
Companies
Managed
   Assets of
Other
Registered
Investment
Companies
Managed
(x $1
million)
   Number of
Other
Pooled
Investment
Vehicles
Managed1
   Assets of
Other
Pooled
Investment
Vehicles
Managed
(x $1
million)1
   Number
of Other
Accounts
Managed1
   Assets
of Other
Accounts
Managed
(x $1
million)1

Michael Lai

   2    977.2    1    431.9    1    2.3

Yu-Jen Shih

   2    977.2    1    431.9    N/A    N/A

 

1.

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.

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 a 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 and equity which vest over a three-year period. The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the mutual funds they advise. The bonus plan seeks to provide a competitive level of annual bonus compensation, commensurate with the portfolio manager’s consistently strong investment performance. In accordance with Franklin Templeton guidelines, the Chief Investment Officer and/or other officers of the investment manager who also bear responsibility for the account, have discretion in the granting of annual bonuses. The following factors are generally considered when determining bonuses:

 

   

Stock selection. The quality and success of a portfolio manager’s purchase and sale recommendations are considered when granting bonus awards.

 

   

Investment performance. Primary consideration is given to the performance of their portfolios relative to those portfolios with similar objectives and restrictions.

 

   

Non-investment performance. The more qualitative contributions of a portfolio manager to the company’s business and the investment management team, such as superior client service, are evaluated in determining the amount of any bonus award.

 

   

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

 

   

Research. Where the portfolio management team also has research responsibilities, each portfolio manager is evaluated on productivity and quality of recommendations over time.

Additional long-term equity-based compensation Portfolio managers may also be awarded restricted shares or units of Franklin Resources stock or restricted shares or units of one or more mutual funds. Vesting of such deferred equity-based compensation awards is subject to achievement of key corporate and investment management metrics, designed to retain key talent through attractive incentives, whilst maintaining line of sight to both corporate and Fund performance.


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 manager (such amounts may change from time to time):

 

Portfolio Manager

  

Dollar Range of Fund
Shares Beneficially
Owned

Michael Lai

   None

Yu-Jen Shih

   None

Note: Because the portfolio manager is a foreign national, they do not hold shares in this U.S. registered fund, however they own shares in other similar Franklin Templeton funds managed by them, registered offshore and appropriate for foreign nationals.

Item 9.    Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Period

   (a)
Total Number of
Shares
Purchased1
     (b)
Average Price
Paid per Share
     (c)
Total Number of
Shares
Purchased as
Part of

Publicly
Announced Plans
or Program
     (d)
Maximum Number
(or Approximate
Dollar Value)

of Shares that
May Yet Be
Purchased Under
the Plans or
Programs
 

Month #1 (7/1/19 - 7/31/19)

     —          —          —          3,450,822.00  

Month #2 (8/1/19 - 8/31/19)

     1,000.000        19.02        1,000.000        3,449,822.00  

Month #3 (9/1/19 - 9/30/19)

     —          —          —          3,449,822.00  

Month #4 (10/1/19 - 10/31/19)

     —          —          —          3,449,822.00  

Month #5 (11/1/19 - 11/30/19)

     —          —          —          3,449,822.00  

Month #6 (12/1/19 - 12/31/19)

     —          —          —          3,449,822.00  

Total

     1,000.000           1,000.000     

 

1.

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. Since the inception of the program, the Fund had repurchased a total of 9,335,184 shares. es.

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 Directors 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

Item 13.    Exhibits.

(a) (1) Code of Ethics

(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 Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer


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 Dragon Fund, Inc.

 

By  

S\MATTHEW T. HINKLE

  Matthew T. Hinkle
  Chief Executive Officer – Finance and Administration
Date:   February 28, 2020

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

  Matthew T. Hinkle
  Chief Executive Officer – Finance and Administration
Date:   February 28, 2020

 

By  

S\ROBERT G. KUBILIS

  Robert G. Kubilis
  Chief Financial Officer and Chief Accounting Officer
Date:   February 28, 2020
EX-99.CODE 2 d896844dex99code.htm CODE OF ETHICS CODE OF ETHICS

Code of Ethics for Principal Executives & Senior Financial Officers

 

 
Procedures  

Revised December 10, 2018

 

FRANKLIN TEMPLETON FUNDS

CODE OF ETHICS FOR PRINCIPAL EXECUTIVES AND

SENIOR FINANCIAL OFFICERS

 

I.

Covered Officers and Purpose of the Code

This code of ethics (the “Code”) applies to the Principal Executive Officers, Principal Financial Officer and Principal Accounting Officer (the “Covered Officers,” each of whom is set forth in Exhibit A) of each investment company advised by a Franklin Resources subsidiary and that is registered with the United States Securities & Exchange Commission (“SEC”) (collectively, “FT Funds”) for the purpose of promoting:

 

   

Honest and ethical conduct, including the ethical resolution of actual or apparent conflicts of interest between personal and professional relationships;

 

   

Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by or on behalf of the FT Funds;

 

   

Compliance with applicable laws and governmental rules and regulations;

 

   

The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

   

Accountability for adherence to the Code.

Each Covered Officer will be expected to adhere to a high standard of business ethics and must be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

 

*

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”).

CONFIDENTIAL INFORMATION. This document is the proprietary product of Franklin Templeton Investments. It may NOT be distributed outside the company unless it is made subject to a non-disclosure agreement and/or such release receives authorization by an FTI Chief Compliance Officer. Any unauthorized use, reproduction or transfer of this document is strictly prohibited. Franklin Templeton Investments © 2014. All Rights Reserved.

 


FTI Compliance Procedures    Standards of Business Conduct

 

 

 

II.

Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder.

Franklin Resources, Inc. has separately adopted the Code of Ethics and Business Conduct (“Business Conduct”), which is applicable to all officers, directors and employees of Franklin Resources, Inc., including Covered Officers. It summarizes the values, principles and business practices that guide the employee’s business conduct and also provides a set of basic principles to guide officers, directors and employees regarding the minimum ethical requirements expected of them. It supplements the values, principles and business conduct identified in the Code and other existing employee policies.

Additionally, the Franklin Templeton Funds have separately adopted the FTI Personal Investments and Insider Trading Policy governing personal securities trading and other related matters. The Code for Insider Trading provides for separate requirements that apply to the Covered Officers and others, and therefore is not part of this Code.

Insofar as other policies or procedures of Franklin Resources, Inc., the Funds, the Funds’ adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superceded by this Code to the extent that they overlap or conflict with the provisions of this Code. Please review these other documents or consult with the Legal Department if have questions regarding the applicability of these policies to you.

 

III.

Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the FT Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of apposition with the FT Funds.

Certain conflicts of interest arise out of the relationships between Covered Officers and the FT Funds and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the FT Funds because of their status as “affiliated persons” of the FT Funds. The FT Funds’ and the investment advisers’ compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the FT Funds, the investment advisers and the fund administrator of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the FT Funds, for the adviser, the administrator, or

 

2


FTI Compliance Procedures    Standards of Business Conduct

 

 

 

for all three), be involved in establishing policies and implementing decisions that will have different effects on the adviser, administrator and the FT Funds. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the FT Funds, the adviser, and the administrator and is consistent with the performance by the Covered Officers of their duties as officers of the FT Funds. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the FT Funds’ Boards of Directors (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the FT Funds.

Each Covered Officer must:

 

   

Not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the FT Funds whereby the Covered Officer would benefit personally to the detriment of the FT Funds;

 

   

Not cause the FT Funds to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the FT Funds;

 

   

Not retaliate against any other Covered Officer or any employee of the FT Funds or their affiliated persons for reports of potential violations that are made in good faith;

 

   

Report at least annually the following affiliations or other relationships:1

 

   

all directorships for public companies and all companies that are required to file reports with the SEC;

 

   

any direct or indirect business relationship with any independent directors of the FT Funds;

 

   

any direct or indirect business relationship with any independent public accounting firm (which are not related to the routine issues related to the firm’s service as the Covered Persons accountant); and

 

   

any direct or indirect interest in any transaction with any FT Fund that will benefit the officer (not including benefits derived from the advisory, sub-advisory, distribution or service agreements with affiliates of Franklin Resources).

These reports will be reviewed by the Legal Department for compliance with the Code.

There are some conflict of interest situations that should always be approved in writing by Franklin Resources General Counsel or Deputy General Counsel, if material. Examples of these include2:

 

   

Service as a director on the board of any public or private Company.

 

 

1 

Reporting of these affiliations or other relationships shall be made by completing the annual Directors and Officers Questionnaire and returning the questionnaire to Franklin Resources Inc, General Counsel or Deputy General Counsel.

2 

Any activity or relationship that would present a conflict for a Covered Officer may also present a conflict for the Covered Officer if a member of the Covered Officer’s immediate family engages in such an activity or has such a relationship. The Cover Person should also obtain written approval by FT’s General Counsel in such situations.

 

3


FTI Compliance Procedures    Standards of Business Conduct

 

 

 

   

The receipt of any gifts in excess of $100 from any person, from any corporation or association.

 

   

The receipt of any entertainment from any Company with which the FT Funds has current or prospective business dealings unless such entertainment is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety. Notwithstanding the foregoing, the Covered Officers must obtain prior approval from the Franklin Resources General Counsel for any entertainment with a value in excess of $1000.

 

   

Any ownership interest in, or any consulting or employment relationship with, any of the FT Fund’s service providers, other than an investment adviser, principal underwriter, administrator or any affiliated person thereof.

 

   

A direct or indirect financial interest in commissions, transaction charges or spreads paid by the FT Funds for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

 

   

Franklin Resources General Counsel or Deputy General Counsel will provide a report to the FT Funds Audit Committee of any approvals granted at the next regularly scheduled meeting.

 

IV.

Disclosure and Compliance

 

   

Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the FT Funds;

 

   

Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the FT Funds to others, whether within or outside the FT Funds, including to the FT Funds’ directors and auditors, and to governmental regulators and self-regulatory organizations;

 

   

Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the FT Funds, the FT Fund’s adviser and the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the FT Funds file with, or submit to, the SEC and in other public communications made by the FT Funds; and

 

   

It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

V.

Reporting and Accountability

Each Covered Officer must:

 

   

Upon becoming a covered officer affirm in writing to the Board that he or she has received, read, and understands the Code (see Exhibit B);

 

   

Annually thereafter affirm to the Board that he has complied with the requirements of the Code; and

 

   

Notify Franklin Resources’ General Counsel or Deputy General Counsel promptly if he or she knows of any violation of this Code. Failure to do so is itself is a violation of this Code.

 

4


FTI Compliance Procedures    Standards of Business Conduct

 

 

 

Franklin Resources’ General Counsel and Deputy General Counsel are responsible for applying this Code to specific situations in which questions are presented under it and have the authority to interpret this Code in any particular situation.3 However, the Independent Directors of the respective FT Funds will consider any approvals or waivers4 sought by any Chief Executive Officers of the Funds.

The FT Funds will follow these procedures in investigating and enforcing this Code:

 

   

Franklin Resources General Counsel or Deputy General Counsel will take all appropriate action to investigate any potential violations reported to the Legal Department;

 

   

If, after such investigation, the General Counsel or Deputy General Counsel believes that no violation has occurred, The General Counsel is not required to take any further action;

 

   

Any matter that the General Counsel or Deputy General Counsel believes is a violation will be reported to the Independent Directors of the appropriate FT Fund;

 

   

If the Independent Directors concur that a violation has occurred, it will inform and make a recommendation to the Board of the appropriate FT Fund or Funds, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer;

 

   

The Independent Directors will be responsible for granting waivers, as appropriate; and

 

   

Any changes to or waivers of this Code will, to the extent required, are disclosed as provided by SEC rules.5

 

VI.

Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the FT Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the FT Funds, the FT Funds’ advisers, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The FTI Personal Investments and Insider Trading Policy, adopted by the FT Funds, FT investment advisers and FT Fund’s principal underwriter pursuant to Rule 17j-1 under the Investment Company Act, the Code of Ethics and Business Conduct and more detailed policies and procedures set forth in FT’s Employee Handbook are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

 

3 

Franklin Resources General Counsel and Deputy General Counsel are authorized to consult, as appropriate, with members of the Audit Committee, counsel to the FT Funds and counsel to the Independent Directors, and are encouraged to do so.

4 

Item 2 of Form N-CSR defines “waiver” as “the approval by the registrant of a material departure from a provision of the code of ethics” and “implicit waiver,” which must also be disclosed, as “the registrant’s failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer” of the registrant. See Part X.

5

See Part X.

 

5


FTI Compliance Procedures    Standards of Business Conduct

 

 

 

VII.

Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the FT Funds’ Board including a majority of independent directors.

VIII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the FT Funds’ Board and their counsel.

 

IX.

Internal Use

The Code is intended solely for the internal use by the FT Funds and does not constitute an admission, by or on behalf of any FT Funds, as to any fact, circumstance, or legal conclusion.

 

X.

Disclosure on Form N-CSR

Item 2 of Form N-CSR requires a registered management investment company to disclose annually whether, as of the end of the period covered by the report, it has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these officers are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, it must explain why it has not done so.

The registrant must also: (1) file with the SEC a copy of the code as an exhibit to its annual report; (2) post the text of the code on its Internet website and disclose, in its most recent report on Form N-CSR, its Internet address and the fact that it has posted the code on its Internet website; or (3) undertake in its most recent report on Form N-CSR to provide to any person without charge, upon request, a copy of the code and explain the manner in which such request may be made. Disclosure is also required of amendments to, or waivers (including implicit waivers) from, a provision of the code in the registrant’s annual report on Form N-CSR or on its website. If the registrant intends to satisfy the requirement to disclose amendments and waivers by posting such information on its website, it will be required to disclose its Internet address and this intention.

The Legal Department shall be responsible for ensuring that:

 

   

a copy of the Code is filed with the SEC as an exhibit to each Fund’s annual report; and

 

   

any amendments to, or waivers (including implicit waivers) from, a provision of the Code is disclosed in the registrant’s annual report on Form N-CSR.

In the event that the foregoing disclosure is omitted or is determined to be incorrect, the Legal Department shall promptly file such information with the SEC as an amendment to Form N-CSR.

In such an event, the Fund Chief Compliance Officer shall review the Code and propose such changes to the Code as are necessary or appropriate to prevent reoccurrences.

 

6


FTI Compliance Procedures    Standards of Business Conduct

 

 

 

EXHIBIT A

Persons Covered by the Franklin Templeton Funds

Code of Ethics

December 2018

FRANKLIN GROUP OF FUNDS

 

Edward Perks    President and Chief Executive Officer – Investment Management
Rupert H. Johnson, Jr.    Chairman of the Board and Vice President – Investment Management
Don Taylor    President and Chief Executive Officer – Investment Management
Sonal Desai)    President and Chief Executive Officer – Investment Management
Matthew Hinkle    Chief Executive Officer – Finance and Administration
Gaston R. Gardey    Chief Financial Officer and Chief Accounting Officer and Treasurer

FRANKLIN MUTUAL SERIES FUNDS

 

Peter Langerman

  

Chief Executive Officer – Investment Management

Matthew Hinkle

  

Chief Executive Officer – Finance and Administration

Robert G. Kubilis

  

Chief Financial Officer and Chief Accounting Officer

FRANKLIN ALTERNATIVE STRATEGIES FUNDS

 

Mat S. Gulley

  

Chief Executive Officer – Investment Management

Matthew Hinkle

  

Chief Executive Officer – Finance and Administration

Robert G. Kubilis

  

Chief Financial Officer and Chief Accounting Officer

TEMPLETON GROUP OF FUNDS

 

Manraj S. Sekhon

  

President and Chief Executive Officer – Investment Management

Michael Hasenstab, Ph.D.

  

President and Chief Executive Officer – Investment Management

Norman Boersma

  

President and Chief Executive Officer – Investment Management

Matthew Hinkle

  

Chief Executive Officer – Finance and Administration

Robert G. Kubilis

  

Chief Financial Officer, Chief Accounting Officer and Treasurer

 

7


FTI Compliance Procedures    Standards of Business Conduct

 

 

 

Exhibit B

ACKNOWLEDGMENT FORM

Franklin Templeton Funds Code of Ethics

For Principal Executives and Senior Financial Officers

 

Instructions:

 

1.

Complete all sections of this form.

 

2.

Print the completed form, sign, and date.

 

3.

Submit completed form to FT’s General Counsel c/o Code of Ethics Administration within 10 days of becoming a Covered Officer and by February 15th of each subsequent year.

 

Inter-office mail:    Code of Ethics Administration, Global Compliance SM-920/2
Fax:    (650) 312-5646
E-mail:    Code of Ethics Inquiries & Requests (internal address);
   lpreclear@franklintempleton.com (external address)

 

   

Covered Officer’s Name:

 

    
   

Title:

 

    
   

Department:

 

    
   

Location:

 

    
Certification for Year Ending:     

 

To:

Franklin Resources General Counsel, Legal Department

I acknowledge receiving, reading and understanding the Franklin Templeton Fund’s Code of Ethics for Principal Executive Officers and Senior Financial Officers (the “Code”). I will comply fully with all provisions of the Code to the extent they apply to me during the period of my employment. I further understand and acknowledge that any violation of the Code may subject me to disciplinary action, including termination of employment.

 

 

 

    

 

 

Signature

   

Date signed

 

 

8

EX-99.CERT 3 d896844dex99cert.htm 302 CERTIFICATIONS 302 CERTIFICATIONS

Exhibit 13 (a) (2)

I, Matthew T. Hinkle, certify that:

1. I have reviewed this report on Form N-CSR of Templeton Dragon Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

2/28/2020

 

S\MATTHEW T. HINKLE
Matthew T. Hinkle
Chief Executive Officer - Finance and Administration


Exhibit 13 (a) (2)

I, Robert G. Kubilis, certify that:

1. I have reviewed this report on Form N-CSR of Templeton Dragon Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

2/28/2020

 

S\ROBERT G. KUBILIS
Robert G. Kubilis
Chief Financial Officer and Chief Accounting Officer
EX-99.906CE 4 d896844dex99906ce.htm 906 CERTIFICATIONS 906 CERTIFICATIONS

Exhibit 13 (b)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew T. Hinkle, Chief Executive Officer of the Templeton Dragon Fund, Inc. (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

  1.

The periodic report on Form N-CSR of the Registrant for the period ended 12/31/2019 (the “Form N-CSR”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: 2/28/2020

 

S\MATTHEW T. HINKLE
Matthew T. Hinkle
Chief Executive Officer - Finance and Administration


Exhibit 13 (b)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Robert G. Kubilis, Chief Financial Officer of the Templeton Dragon Fund, Inc. (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

  1.

The periodic report on Form N-CSR of the Registrant for the period ended 12/31/2019 (the “Form N-CSR”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: 2/28/2020

 

S\ROBERT G. KUBILIS

Robert G. Kubilis

Chief Financial Officer and Chief Accounting Officer

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