N-CSR 1 primary-document.htm
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:  12/31/20
 
 
Item 1. Reports to Stockholders.
 
a.)
 
The following is a copy of the report transmitted to shareholders pursuant to Rule30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30e-1.)


b.)
 
A copy of the notice transmitted to shareholders in reliance on Rule 30e-3 under the 1940 Act that contains disclosures specified by paragraph (c)(3) of that rule is included in the Annual Report. Not Applicable.
 
 
Annual
Report
Templeton
Dragon
Fund,
Inc.
December
31,
2020
Not
FDIC
Insured
May
Lose
Value
No
Bank
Guarantee
franklintempleton.com
Annual
Report
1
Contents
Annual
Report
Templeton
Dragon
Fund,
Inc.
2
Performance
Summary
5
Consolidated
Financial
Highlights
and
Consolidated
Statement
of
Investments
7
Consolidated
Financial
Statements
12
Notes
to
Consolidated
Financial
Statements
15
Report
of
Independent
Registered
Public
Accounting
Firm
24
Tax
Information
25
Important
Information
to
Shareholders
26
Annual
Meeting
of
Shareholders
30
Dividend
Reinvestment
and
Cash
Purchase
Plan
31
Board
Members
and
Officers
33
Shareholder
Information
38
Visit
franklintempleton.com/investor/
investments-and-solutions/investment-
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/
for
fund
updates,
to
access
your
account,
or
to
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planning
tools.
2
franklintempleton.com
Annual
Report
ANNUAL
REPORT
Templeton
Dragon
Fund,
Inc.
Dear
Shareholder:
This
annual
report
for
Templeton
Dragon
Fund,
Inc.
covers
the
fiscal
year
ended
December
31,
2020
.
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
posted
cumulative
total
returns
of
+
52.46%
in
market
price
terms
and
+
42.18%
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
5
.
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
contracted
in
2020’s
first
quarter
for
the
first
time
on
record,
reflecting
the
significant
disruption
caused
by
the
novel
coronavirus
(COVID-19)
pandemic
after
the
government
shut
down
nonessential
businesses
for
nearly
two
months.
The
shutdown
hit
an
economy
already
impacted
by
slowing
global
demand
exacerbated
by
trade
conflict
with
the
U.S.,
though
China
was
able
to
loosen
restrictions
earlier
than
many
other
countries.
Growth
returned
in
the
second
quarter
after
businesses
reopened
and
then
accelerated
in
the
third
and
fourth
quarters,
driven
by
retail
sales
and
industrial
production.
As
a
net
oil
importer,
low
oil
prices
throughout
the
period
also
supported
the
economy.
Near
period-end,
the
government
signaled
its
five-year
annual
growth
targets
would
be
on
the
lower
end
of
prior
forecasts,
reflecting
continued
uncertainty
about
the
pandemic’s
long-term
economic
impact.
During
the
12
months
under
review,
the
People’s
Bank
of
China
(PBOC)
cut
its
benchmark
loan
prime
rate
twice
in
direct
response
to
the
economic
effects
of
the
pandemic.
Following
the
second
rate
cut
in
April,
the
PBOC
offered
multiple
medium-term
lending
facilities
to
further
support
liquidity,
including
a
record
liquidity
injection
in
November.
Chinese
equities
rose
during
the
12-month
period.
Losses
in
2020’s
first
quarter
were
reversed
by
the
end
of
the
second
quarter
due
to
the
government’s
aggressive
actions
to
contain
the
pandemic
and
encouraging
economic
data,
which
reassured
many
investors.
Stocks
continued
to
rise
in
the
third
and
fourth
quarters,
benefiting
from
gains
made
by
many
technology-related
companies,
and
a
deepening
of
the
country’s
economic
recovery.
Gains
were
limited
by
tensions
with
the
U.S.,
which
included
sanctions
against
several
Chinese
technology
companies.
In
this
environment,
the
MSCI
China
All
Shares
Total
Return
Index-NR,
which
measures
the
performance
of
China
share
classes
listed
in
Hong
Kong,
Shanghai,
Shenzhen
and
outside
of
China,
posted
a
+33.41%
total
return
for
the
12
months
ended
December
31,
2020.
1
The
MSCI
China
Index-
NR
posted
a
+29.49%
total
return.
1
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.
Geographic
Composition
12/31/20
%
of
Total
Net
Assets
China
98.7%
Other
0.6%
Short-Term
Investments
&
Other
Net
Assets
0.7%
1.
Source:
Morningstar.
The
indexes
are
unmanaged
and
include
reinvestment
of
any
income
or
distributions.
They
do
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.
Net
Returns
(NR)
include
income
net
of
tax
withholding
when
dividends
are
paid.
See
www.franklintempletondatasources.com
for
additional
data
provider
information.
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
8
.
Templeton
Dragon
Fund,
Inc.
3
franklintempleton.com
Annual
Report
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
months
under
review,
key
contributors
to
the
Fund’s
absolute
performance
included
Tencent
Holdings,
Wuxi
Biologics
Cayman
and
Meituan
Dianping.
Tencent
is
one
of
the
largest
internet
services
companies
in
China.
The
company
provides
online
gaming,
social
network,
financial
technology,
cloud
and
other
entertainment-related
services.
After
declining
in
early
2020,
shares
rebounded
in
March
due
to
expectations
that
solid
growth
in
the
mobile
gaming
and
financial
technology
businesses
would
offset
any
short-term
negative
impact
of
COVID-19
on
Tencent’s
advertising,
payments
and
cloud
services.
Above-consensus
quarterly
revenues
and
net
profit
in
the
first
three
quarters
of
2020
continued
to
support
the
upward
share
price
trend.
Shares
also
benefited
from
a
U.S.
court
ruling
blocking
the
U.S.
presidential
administration
from
enforcing
restrictions
against
Tencent’s
WeChat
messaging
app
in
2020.
With
the
U.S.
accounting
for
a
small
portion
of
Tencent’s
revenues,
limited
impact
is
expected
even
if
some
type
of
ban
takes
effect.
Shares
faced
some
pressure
late
in
the
reporting
period
as
China
unveiled
draft
anti-monopoly
rules
for
its
internet
industry.
Wuxi
Biologics
is a
leading,
global
open-access
technology
platform
offering
end-to-end
solutions
to
clients
in
the
discovery,
development
and
manufacturing
of
biologics,
a
type
of
drug
which
incorporates
biological
material.
Shares
were
generally
on
an
upward
trend
in
2020,
driven
by
expectations
of
vaccine
development
and
growth
in
its
research
and
development
pipeline.
The
company
reported
solid
revenue
and
earnings
growth
in
the
first
half
of
the
year,
with
management
also
upgrading
its
revenue
guidance
for
the
second
half
of
2020
and
2021
on
the
back
of
increased
COVID-19
related
opportunities.
A
beneficiary
of
rising
outsourcing
demand
for
biologic
drug
development
and
manufacturing
services,
investors
remained
confident
of
Wuxi
Biologics’
growth
prospects.
Expectations
that
a
share
price
split
in
November
could
enhance
liquidity
and
help
diversify
the
company’s
investor
base
further
supported
sentiment
in
the
stock.
Meituan
Dianping
is
China’s
biggest
delivery
app
service
and
food
and
consumer
products
group-buying
website.
Shares
declined
in
March
along
with
the
wider
market,
but
better-than-expected
first-quarter
sales
figures
led
investors
to
adopt
a
more
positive
view
on
the
stock.
By
mid-May,
its
group-buying
business
and
food
deliveries
operation,
which
was
helped
by
contactless
payment
capabilities,
reported
seeing
a
recovery.
Shares
continued
to
rise
in
the
second
half
of
the
reporting
period
as
the
pandemic’s
boost
to
online
business
models
drove
investors
towards
companies
that
appear
well-positioned
to
capture
this
trend.
The
company
saw
an
increase
in
the
number
of
users
and
merchants
on
its
platforms,
leading
to
solid
second-
and
third-quarter
corporate
results
with
positive
revenue
growth.
Investor
confidence
was
also
supported
by
expectations
that
the
growing
penetration
of
food
delivery
in
China
could
bolster
Meituan
Dianping’s
dominance
in
the
segment
and
set
it
on
a
clearer
path
to
profitability.
In
contrast,
key
detractors
from
absolute
performance
included
AIA
Group,
Sun
Art
Retail
Group
and
Industrial
and
Commercial
Bank
of
China
(ICBC).
AIA
is
a
leading
pan-Asian
life
insurance
group
with
a
strong
presence
in
the
Asia-Pacific
region.
The
firm
also
provides
retirement
planning,
accident
and
health
insurance
as
well
as
wealth
management
products.
AIA’s
first-half
2020
corporate
results
disappointed
investors
amid
a
challenging
environment
in
Hong
Kong,
a
key
market
for
the
company,
as
border
closures
with
mainland
China
and
visa
suspensions
amid
the
COVID-19
pandemic
prohibited
Top
10
Holdings
12/31/20
Company
Industry
,
Country
%
of
Total
Net
Assets
a
a
Tencent
Holdings
Ltd.
9.4%
Interactive
Media
&
Services,
China
Alibaba
Group
Holding
Ltd.
8.4%
Internet
&
Direct
Marketing
Retail,
China
China
Merchants
Bank
Co.
Ltd.
3.7%
Banks,
China
JD.com,
Inc.
3.6%
Internet
&
Direct
Marketing
Retail,
China
Wuxi
Biologics
Cayman,
Inc.
3.4%
Life
Sciences
Tools
&
Services,
China
Meituan
Dianping
3.3%
Internet
&
Direct
Marketing
Retail,
China
New
Oriental
Education
&
Technology
Group,
Inc.
3.1%
Diversified
Consumer
Services,
China
ANTA
Sports
Products
Ltd.
2.8%
Textiles,
Apparel
&
Luxury
Goods,
China
Innovent
Biologics,
Inc.
2.5%
Biotechnology,
China
China
Tourism
Group
Duty
Free
Corp.
Ltd.
2.4%
Specialty
Retail,
China
Templeton
Dragon
Fund,
Inc.
4
franklintempleton.com
Annual
Report
face-to-face
sales
meetings.
Additionally,
operational
data
elsewhere
remained
weak
with
new
business
value
in
China,
Malaysia
and
Singapore
recording
double-digit
declines.
Shares
rose
in
the
latter
part
of
the
period,
however,
due
to
encouraging
third-quarter
quarter-on-quarter
growth
in
new
business
value
in
most
markets,
anticipation
of
a
further
recovery
in
operations
as
vaccine
advancement
raised
expectations
of
economies
reopening,
and
business
expansion
in
mainland
China.
Sun
Art
Retail
is
a
leading
hypermarket
retailer
and
operator
of
e-commerce
platforms
in
China.
Despite
strong
share-
price
performance
and
above-consensus
double-digit
earnings
growth
in
the
first
half
of
2020,
shares
corrected
in
the
second
half
of
the
year
due
to
concerns
about
weakening
offline
sales
trends
and
rising
e-commerce
competition.
Shares
spiked
briefly
in
October
after
leading
Chinese
e-commerce
company
Alibaba
Group
Holding
(also
a
Fund
holding)
increased
its
stake
in
Sun
Art
Retail
to
become
a
majority
shareholder,
but
investors
grew
concerned
about
potential
challenges
ahead
of
the
materialization
of
greater
synergies.
ICBC
is
one
of
the
largest
commercial
banks
in
China.
Shares
lagged
many
of
its
Chinese
counterparts
over
2020.
The
bank
reported
a
decline
in
first-half
2020
earnings,
although
third-quarter
earnings
recorded
a
quarter-on-
quarter
improvement
despite
declining
from
a
year
earlier.
Investor
sentiment
was
hampered
by
concerns
that
state-
owned
banks
such
as
ICBC
may
have
to
bear
the
burden
of
the
ongoing
pandemic-related
stimulus
efforts,
with
the
Chinese
government
urging
commercial
banks
to
lower
interest
rates
and
reduce
fees
to
support
businesses.
In
the
past
12
months,
exposure
to
Taiwan
was
eliminated
to
focus
on
opportunities
in
the
Chinese
market.
The
Fund
reduced
its
holdings
in
the
financials,
consumer
discretionary,
information
technology
and
communication
services
sectors
due
to
the
availability
of
investment
opportunities
we
considered
more
attractive.
In
terms
of
key
sales,
we
closed
positions
in
Taiwanese
semiconductor
company
Taiwan
Semiconductor
Manufacturing
Co.,
Chinese
commercial
bank
China
Construction
Bank,
and
the
aforementioned
AIA,
ICBC
and
Sun
Art
Retail.
We
also
reduced
holdings
in
the
previously
mentioned
Tencent
and
leading
Chinese
sportswear
company
ANTA
Sports
Products
to
realign
the
Fund’s
portfolio
following
their
strong
share-
price
performances.
Meanwhile,
we
continued
to
identify
what
we
deemed
to
be
attractive
companies
with
sustainable
earnings
power
and
which
traded
at
a
discount
to
their
intrinsic
worth.
Additions
to
the
portfolio
included
the
previously
mentioned
Meituan
Dianping;
JD.com,
a
leading
Chinese
e-commerce
company;
and
NetEase,
one
of
the
largest
online
gaming
companies
in
China.
The
Fund
also
increased
its
investments
in
the
domestic
A-share
markets,
which
were
held
through
an
offshore
fund
that
is
managed
by
our
team
and
dedicated
to
investments
in
China’s
domestic
A-share
market.
Turning
to
sectors,
investments
in
industrials
and
real
estate
were
increased
due
to
their
attractive
fundamentals.
Thank
you
for
your
continued
participation
in
Templeton
Dragon
Fund.
We
look
forward
to
serving
your
future
investment
needs.
Sincerely,
Michael
Lai,
CFA
Lead
Portfolio
Manager
Erik
Mok
Portfolio
Manager
The
foregoing
information
reflects
our
analysis,
opinions
and
portfolio
holdings
as
of
December
31,
2020
,
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.
Performance
Summary
as
of
December
31,
2020
Templeton
Dragon
Fund,
Inc.
5
franklintempleton.com
Annual
Report
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
12/31/20
1
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.
Cumulative
Total
Return
2
Average
Annual
Total
Return
2
Based
on
NAV
3
Based
on
market
price
4
Based
on
NAV
3
Based
on
market
price
4
1-Year
+42.18%
+52.46%
+42.18%
+52.46%
5-Year
+113.79%
+145.98%
+16.41%
+19.72%
10-Year
+123.29%
+155.30%
+8.36%
+9.83%
See
page
for
6
Performance
Summary
footnotes.
Templeton
Dragon
Fund,
Inc.
Performance
Summary
6
franklintempleton.com
Annual
Report
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,
in-
cluding
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
develop-
ments
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.
Unexpected
events
and
their
aftermaths,
such
as
the
spread
of
deadly
diseases;
natural,
environmental
or
man-made
disasters;
financial,
political
or
social
disruptions;
terrorism
and
war;
and
other
tragedies
or
catastrophes,
can
cause
investor
fear
and
panic,
which
can
adversely
affect
the
economies
of
many
companies,
sectors,
nations,
regions
and
the
market
in
general,
in
ways
that
cannot
necessarily
be
foreseen.
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
settle-
ment
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
2/28/22.
Fund
investment
results
reflect
the
fee
waiver;
without
this
reduction,
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.
Distributions
(1/1/20–12/31/20)
Net
Investment
Income
Long-Term
Capital
Gain
Total
$0.1550
$5.6195
$5.7745
Templeton
Dragon
Fund,
Inc.
Consolidated
Financial
Highlights
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
consolidated
financial
statements.
Annual
Report
7
a
Year
Ended
December
31,
2020
2019
2018
2017
2016
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
year)
Net
asset
value,
beginning
of
year
...................
$21.81
$19.01
$24.53
$19.05
$20.51
Income
from
investment
operations:
Net
investment
income
(loss)
a
....................
(0.06)
0.19
0.32
b
0.19
0.27
Net
realized
and
unrealized
gains
(losses)
...........
8.96
4.70
(3.76)
6.98
(0.06)
Total
from
investment
operations
....................
8.90
4.89
(3.44)
7.17
0.21
Less
distributions
from:
Net
investment
income
..........................
(0.16)
(0.30)
(0.21)
(0.34)
(0.29)
Net
realized
gain
s
.............................
(5.62)
(1.79)
(1.90)
(1.37)
(1.41)
Total
distributions
...............................
(5.78)
(2.09)
(2.11)
(1.71)
(1.70)
Repurchase
of
shares
............................
—
—
c
0.03
0.02
0.03
Net
asset
value,
end
of
year
.......................
$24.93
$21.81
$19.01
$24.53
$19.05
Market
value,
end
of
year
d
.........................
$23.36
$19.45
$17.00
$21.51
$16.38
Total
return
(based
on
market
value
per
share)
.........
52.46%
27.55%
(11.87)%
42.06%
1.03%
Ratios
to
average
net
assets
Expenses
before
waiver
and
payments
by
affiliates
......
1.34%
1.35%
1.33%
1.36%
1.35%
Expenses
net
of
waiver
and
payments
by
affiliates
.......
1.33%
1.34%
1.33%
e
1.35%
f
1.35%
e,f
Net
investment
income
(loss)
......................
(0.26)%
0.88%
1.34%
b
0.84%
1.35%
Supplemental
data
Net
assets,
end
of
year
(000’s)
.....................
$842,645
$737,427
$643,788
$837,967
$654,805
Portfolio
turnover
rate
............................
39.50%
36.70%
14.06%
50.93%
46.85%
g
a
Based
on
average
daily
shares
outstanding.
b
Net
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%.
c
Amount
rounds
to
less
than
$0.01
per
share.
d
Based
on
the
last
sale
on
the
New
York
Stock
Exchange.
e
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
f
Benefit
of
expense
reduction
rounds
to
less
than
0.01%.
g
Excludes
the
value
of
portfolio
securities
associated
with
intercompany
transactions.
Templeton
Dragon
Fund,
Inc.
Consolidated
Statement
of
Investments
,
December
31,
2020
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
consolidated
financial
statements.
8
a
a
Country
Shares
a
Value
a
a
a
a
a
a
Common
Stocks
99.2%
Air
Freight
&
Logistics
1.4%
a
SF
Holding
Co.
Ltd.,
A
..................................
China
884,700
$
11,961,223
Auto
Components
0.9%
Minth
Group
Ltd.
......................................
China
1,422,000
7,523,344
Banks
3.7%
a
China
Merchants
Bank
Co.
Ltd.,
A
.........................
China
1,840,646
12,406,391
China
Merchants
Bank
Co.
Ltd.,
H
.........................
China
2,951,684
18,672,485
31,078,876
Beverages
3.7%
China
Resources
Beer
Holdings
Co.
Ltd.
....................
China
1,082,000
9,949,870
a
Kweichow
Moutai
Co.
Ltd.,
A
.............................
China
46,445
14,222,021
a
Luzhou
Laojiao
Co.
Ltd.,
A
...............................
China
202,956
7,035,829
31,207,720
Biotechnology
5.5%
b
BeiGene
Ltd.
.........................................
China
657,637
13,323,372
a
Hualan
Biological
Engineering,
Inc.,
A
......................
China
677,388
4,388,353
b,c
I-Mab,
ADR
..........................................
China
18,922
892,172
b,d
InnoCare
Pharma
Ltd.,
144A,
Reg
S
.......................
China
2,028,400
3,527,900
b,d
Innovent
Biologics,
Inc.,
144A,
Reg
S
......................
China
2,022,146
21,354,091
a
Jinyu
Bio-Technology
Co.
Ltd.,
A
..........................
China
988,700
3,163,735
46,649,623
Capital
Markets
0.7%
a
East
Money
Information
Co.
Ltd.,
A
........................
China
1,268,800
6,023,771
Chemicals
2.9%
a
Jiangsu
Yangnong
Chemical
Co.
Ltd.,
A
....................
China
277,900
5,625,374
a
Shenzhen
Capchem
Technology
Co.
Ltd.,
A
..................
China
1,218,410
18,951,449
24,576,823
Commercial
Services
&
Supplies
2.1%
d
A-Living
Smart
City
Services
Co.
Ltd.,
H,
144A,
Reg
S
.........
China
3,531,049
15,672,721
a
Beijing
Originwater
Technology
Co.
Ltd.,
A
...................
China
1,693,200
1,987,242
17,659,963
Construction
Materials
3.2%
Anhui
Conch
Cement
Co.
Ltd.,
H
..........................
China
1,615,000
10,121,309
a
Beijing
Oriental
Yuhong
Waterproof
Technology
Co.
Ltd.,
A
......
China
2,814,300
16,741,809
26,863,118
Containers
&
Packaging
1.6%
a
Shenzhen
YUTO
Packaging
Technology
Co.
Ltd.,
A
............
China
1,457,700
6,847,180
a
Zhejiang
Jiemei
Electronic
&
Technology
Co.
Ltd.,
A
...........
China
1,757,600
6,837,517
13,684,697
Diversified
Consumer
Services
3.1%
b
New
Oriental
Education
&
Technology
Group,
Inc.,
ADR
........
China
140,208
26,052,048
Electrical
Equipment
2.2%
a
Hongfa
Technology
Co.
Ltd.,
A
............................
China
1,238,435
10,308,732
a
Sunwoda
Electronic
Co.
Ltd.,
A
...........................
China
1,724,500
8,126,926
18,435,658
Electronic
Equipment,
Instruments
&
Components
2.8%
a
Hangzhou
Hikvision
Digital
Technology
Co.
Ltd.,
A
.............
China
556,800
4,140,457
a
Luxshare
Precision
Industry
Co.
Ltd.,
A
.....................
China
1,360,238
11,713,764
a
Shenzhen
Kinwong
Electronic
Co.
Ltd.,
A
...................
China
840,364
3,885,111
Templeton
Dragon
Fund,
Inc.
Consolidated
Statement
of
Investments
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
consolidated
financial
statements.
Annual
Report
9
a
a
Country
Shares
a
Value
a
a
a
a
a
a
Common
Stocks
(continued)
Electronic
Equipment,
Instruments
&
Components
(continued)
a
WUS
Printed
Circuit
Kunshan
Co.
Ltd.,
A
....................
China
1,348,970
$
3,890,526
23,629,858
Entertainment
1.6%
NetEase
,
Inc.
........................................
China
698,761
13,347,653
Food
&
Staples
Retailing
0.9%
a
Laobaixing
Pharmacy
Chain
JSC,
A
.......................
China
783,860
7,541,788
Food
Products
2.2%
a
Inner
Mongolia
Yili
Industrial
Group
Co.
Ltd.,
A
...............
China
1,276,300
8,678,316
a
Jonjee
Hi-Tech
Industrial
And
Commercial
Holding
Co.
Ltd.,
A
....
China
971,300
9,918,938
18,597,254
Health
Care
Equipment
&
Supplies
1.6%
a
Autobio
Diagnostics
Co.
Ltd.,
A
...........................
China
161,000
3,579,117
a
Shanghai
Kinetic
Medical
Co.
Ltd.,
A
.......................
China
1,156,000
2,806,734
a
Shenzhen
Mindray
Bio-Medical
Electronics
Co.
Ltd.,
A
..........
China
112,601
7,339,637
13,725,488
Health
Care
Providers
&
Services
0.4%
a
Aier
Eye
Hospital
Group
Co.
Ltd.,
A
........................
China
213,600
2,452,459
a,b
Meinian
Onehealth
Healthcare
Holdings
Co.
Ltd.,
A
............
China
632,239
1,098,969
3,551,428
Hotels,
Restaurants
&
Leisure
1.7%
a
Songcheng
Performance
Development
Co.
Ltd.,
A
.............
China
1,942,700
5,278,534
Yum
China
Holdings,
Inc.
...............................
China
155,335
8,868,075
14,146,609
Household
Durables
3.9%
a
Midea
Group
Co.
Ltd.,
A
................................
China
1,169,916
17,654,777
a
Oppein
Home
Group,
Inc.,
A
.............................
China
175,600
3,622,034
a
Suofeiya
Home
Collection
Co.
Ltd.,
A
......................
China
1,730,400
6,874,555
a
TCL
Technology
Group
Corp.,
A
..........................
China
4,284,200
4,650,419
32,801,785
Insurance
2.0%
a
Ping
An
Insurance
Group
Co.
of
China
Ltd.,
A
................
China
689,150
9,188,297
Ping
An
Insurance
Group
Co.
of
China
Ltd.,
H
................
China
604,339
7,354,574
16,542,871
Interactive
Media
&
Services
10.9%
b
Baidu,
Inc.,
ADR
......................................
China
59,647
12,898,067
Tencent
Holdings
Ltd.
..................................
China
1,095,100
78,796,605
91,694,672
Internet
&
Direct
Marketing
Retail
17.9%
b
Alibaba
Group
Holding
Ltd.
..............................
China
2,439,545
70,953,021
b,c
Baozun
,
Inc.,
ADR
.....................................
China
330,644
11,357,622
b
JD.com,
Inc.,
A
.......................................
China
685,912
30,209,227
b,d
Meituan
Dianping
,
B,
Reg
S
.............................
China
740,841
27,887,817
b
Vipshop
Holdings
Ltd.,
ADR
.............................
China
363,129
10,207,556
150,615,243
IT
Services
2.2%
b,c
GDS
Holdings
Ltd.,
ADR
................................
China
198,407
18,578,831
Life
Sciences
Tools
&
Services
4.6%
c,d
WuXi
AppTec
Co.
Ltd.,
H,
144A,
Reg
S
.....................
China
507,700
9,959,666
Templeton
Dragon
Fund,
Inc.
Consolidated
Statement
of
Investments
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
consolidated
financial
statements.
10
a
a
Country
Shares
a
Value
a
a
a
a
a
a
Common
Stocks
(continued)
Life
Sciences
Tools
&
Services
(continued)
b,d
Wuxi
Biologics
Cayman,
Inc.,
144A,
Reg
S
..................
China
2,163,019
$
28,684,539
38,644,205
Machinery
2.6%
a
Shenzhen
Inovance
Technology
Co.
Ltd.,
A
..................
China
822,000
11,762,604
Weichai
Power
Co.
Ltd.,
H
..............................
China
5,124,940
10,304,797
22,067,401
Paper
&
Forest
Products
0.6%
Nine
Dragons
Paper
Holdings
Ltd.
.........................
Hong
Kong
3,273,735
4,653,771
Pharmaceuticals
1.5%
a
Jiangsu
Hengrui
Medicine
Co.
Ltd.,
A
......................
China
750,960
12,820,062
Real
Estate
Management
&
Development
3.0%
China
Resources
Land
Ltd.
..............................
China
2,682,000
11,052,227
KWG
Group
Holdings
Ltd.
...............................
China
2,557,000
3,493,569
b,d
KWG
Living
Group
Holdings
Ltd.,
Reg
S
....................
China
1,278,500
1,038,968
a
Poly
Developments
and
Holdings
Group
Co.
Ltd.,
A
............
China
2,309,500
5,590,562
Shimao
Group
Holdings
Ltd.
.............................
China
1,284,400
4,091,211
b,d
Shimao
Services
Holdings
Ltd.,
144A,
Reg
S
.................
China
35,088
54,132
25,320,669
Semiconductors
&
Semiconductor
Equipment
1.6%
a
LONGi
Green
Energy
Technology
Co.
Ltd.,
A
.................
China
486,400
6,881,247
a
Will
Semiconductor
Co.
Ltd.
Shanghai,
A
....................
China
178,051
6,315,622
13,196,869
Software
0.8%
a
Hundsun
Technologies,
Inc.,
A
............................
China
425,627
6,848,278
Specialty
Retail
2.4%
a
China
Tourism
Group
Duty
Free
Corp.
Ltd.,
A
................
China
463,300
20,093,084
Textiles,
Apparel
&
Luxury
Goods
2.8%
ANTA
Sports
Products
Ltd.
..............................
China
1,493,156
23,692,070
Transportation
Infrastructure
0.2%
a
Shanghai
International
Airport
Co.
Ltd.,
A
....................
China
181,700
2,108,116
Total
Common
Stocks
(Cost
$436,914,217)
.....................................
835,934,869
Principal
Amount
*
Convertible
Bonds
0.1%
Containers
&
Packaging
0.1%
Zhejiang
Jiemei
Electronic
&
Technology
Co.
Ltd.
,
Zero
Cpn
.,
11/03/26
..........................................
China
2,574,000
CNY
456,692
Electrical
Equipment
0.0%
†
a
Sunwoda
Electronic
Co.
Ltd.
,
0.4
%
,
7/14/26
.................
China
1,230,800
CNY
294,184
Electronic
Equipment,
Instruments
&
Components
0.0%
†
a
Luxshare
Precision
Industry
Co.
Ltd.
,
Zero
Cpn
.,
11/02/26
.......
China
583,100
CNY
113,632
a
Shenzhen
Kinwong
Electronic
Co.
Ltd.
,
Zero
Cpn
.,
8/23/26
......
China
1,756,000
CNY
313,442
427,074
Total
Convertible
Bonds
(Cost
$909,529)
.......................................
1,177,950
Total
Long
Term
Investments
(Cost
$437,823,746)
...............................
837,112,819
a
Templeton
Dragon
Fund,
Inc.
Consolidated
Statement
of
Investments
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
consolidated
financial
statements.
Annual
Report
11
See
Abbreviations
on
page
23.
Short
Term
Investments
1.8%
a
a
Country
Shares
a
Value
a
Money
Market
Funds
0.5%
e,f
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
0%
........
United
States
3,981,124
$
3,981,124
Total
Money
Market
Funds
(Cost
$3,981,124)
...................................
3,981,124
a
a
a
a
a
g
Investments
from
Cash
Collateral
Received
for
Loaned
Securities
1.3%
Money
Market
Funds
1.3%
e,f
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
0%
........
United
States
10,814,327
10,814,327
Total
Investments
from
Cash
Collateral
Received
for
Loaned
Securities
(Cost
$10,814,327)
...........................................................
10,814,327
Total
Short
Term
Investments
(Cost
$14,795,451
)
................................
14,795,451
a
Total
Investments
(Cost
$452,619,197)
101.1%
..................................
$851,908,270
Other
Assets,
less
Liabilities
(1.1)%
...........................................
(9,267,135)
Net
Assets
100.0%
...........................................................
$842,641,135
*
The
principal
amount
is
stated
in
U.S.
dollars
unless
otherwise
indicated.
†
Rounds
to
less
than
0.1%
of
net
assets.
a
The
security
is
owned
by
Templeton
China
Opportunities
Fund,
Ltd.,
a
wholly-owned
subsidiary
of
the
Fund.
See
Note
1(c).
b
Non-income
producing.
c
A
portion
or
all
of
the
security
is
on
loan
at
December
31,
2020.
See
Note
1(d).
d
Security
was
purchased
pursuant
to
Rule
144A
or
Regulation
S
under
the
Securities
Act
of
1933.
144A
securities
may
be
sold
in
transactions
exempt
from
registration
only
to
qualified
institutional
buyers
or
in
a
public
offering
registered
under
the
Securities
Act
of
1933.
Regulation
S
securities
cannot
be
sold
in
the
United
States
without
either
an
effective
registration
statement
filed
pursuant
to
the
Securities
Act
of
1933,
or
pursuant
to
an
exemption
from
registration.
At
December
31,
2020,
the
aggregate
value
of
these
securities
was
$108,179,834,
representing
12.8%
of
net
assets.
e
See
Note
3(c)
regarding
investments
in
affiliated
management
investment
companies.
f
The
rate
shown
is
the
annualized
seven-day
effective
yield
at
period
end.
g
See
Note
1(d)
regarding
securities
on
loan.
Templeton
Dragon
Fund,
Inc.
Consolidated
Financial
Statements
Consolidated
Statement
of
Assets
and
Liabilities
December
31,
2020
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
consolidated
financial
statements.
12
Templeton
Dragon
Fund,
Inc.
Assets:
Investments
in
securities:
Cost
-
Unaffiliated
issuers
...................................................................
$437,823,746
Cost
-
Non-controlled
affiliates
(Note
3
c
)
........................................................
14,795,451
Value
-
Unaffiliated
issuers
(Includes
securities
loaned
of
$7,738,293)
.................................
$837,112,819
Value
-
Non-controlled
affiliates
(Note
3
c
)
.......................................................
14,795,451
Cash
....................................................................................
9,795
Foreign
currency,
at
value
(cost
$2,443,380)
......................................................
2,475,003
Receivables:
Dividends
and
interest
.....................................................................
368,753
Total
assets
..........................................................................
854,761,821
Liabilities:
Payables:
Management
fees
.........................................................................
887,970
Transfer
agent
fees
........................................................................
18,699
Payable
upon
return
of
securities
loaned
(Note
1
d
)
..................................................
10,814,327
Accrued
expenses
and
other
liabilities
...........................................................
399,690
Total
liabilities
.........................................................................
12,120,686
Net
assets,
at
value
.................................................................
$842,641,135
Net
assets
consist
of:
Paid-in
capital
.............................................................................
$360,700,870
Total
distributable
earnings
(losses)
.............................................................
481,940,265
Net
assets,
at
value
.................................................................
$842,641,135
Shares
outstanding
.........................................................................
33,804,143
Net
asset
value
per
share
....................................................................
$24.93
Templeton
Dragon
Fund,
Inc.
Consolidated
Financial
Statements
Consolidated
Statement
of
Operations
for
the
year
ended
December
31,
2020
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
consolidated
financial
statements.
Annual
Report
13
Templeton
Dragon
Fund,
Inc.
Investment
income:
Dividends:
(net
of
foreign
taxes
of
$742,796)
Unaffiliated
issuers
........................................................................
$8,442,414
Non-controlled
affiliates
(Note
3
c
)
.............................................................
54,650
Interest:
(net
of
foreign
taxes
of
$467)
Unaffiliated
issuers
........................................................................
21,440
Income
from
securities
loaned:
Unaffiliated
entities
(net
of
fees
and
rebates)
.....................................................
126,456
Non-controlled
affiliates
(Note
3
c
)
.............................................................
10,844
Total
investment
income
...................................................................
8,655,804
Expenses:
Management
fees
(Note
3
a
)
...................................................................
10,079,953
Transfer
agent
fees
.........................................................................
76,424
Custodian
fees
(Note
4
)
......................................................................
246,150
Reports
to
shareholders
......................................................................
44,762
Registration
and
filing
fees
....................................................................
37,065
Professional
fees
...........................................................................
142,281
Directors'
fees
and
expenses
..................................................................
133,291
Other
....................................................................................
37,160
Total
expenses
.........................................................................
10,797,086
Expenses
waived/paid
by
affiliates
(Note
3
c
)
...................................................
(63,603)
Net
expenses
.........................................................................
10,733,483
Net
investment
income
(loss)
............................................................
(2,077,679)
Realized
and
unrealized
gains
(losses):
Net
realized
gain
(loss)
from:
Investments:
Unaffiliated
issuers
......................................................................
191,562,175
Foreign
currency
transactions
................................................................
41,298
Net
realized
gain
(loss)
..................................................................
191,603,473
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments:
Unaffiliated
issuers
......................................................................
110,870,262
Translation
of
other
assets
and
liabilities
denominated
in
foreign
currencies
..............................
19,635
Net
change
in
unrealized
appreciation
(depreciation)
............................................
110,889,897
Net
realized
and
unrealized
gain
(loss)
............................................................
302,493,370
Net
increase
(decrease)
in
net
assets
resulting
from
operations
..........................................
$300,415,691
Templeton
Dragon
Fund,
Inc.
Consolidated
Financial
Statements
Consolidated
Statements
of
Changes
in
Net
Assets
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
consolidated
financial
statements.
14
Templeton
Dragon
Fund,
Inc.
Year
Ended
December
31,
2020
Year
Ended
December
31,
2019
Increase
(decrease)
in
net
assets:
Operations:
Net
investment
income
(loss)
............................................
$(2,077,679)
$6,343,302
Net
realized
gain
(loss)
.................................................
191,603,473
105,183,281
Net
change
in
unrealized
appreciation
(depreciation)
...........................
110,889,897
53,978,230
Net
increase
(decrease)
in
net
assets
resulting
from
operations
................
300,415,691
165,504,813
Distributions
to
shareholders
..............................................
(195,202,024)
(70,711,506)
Capital
share
transactions
from
-
repurchase
of
shares
(Note
2
)
....................
—
(1,153,430)
Net
increase
(decrease)
in
net
assets
...................................
105,213,667
93,639,877
Net
assets:
Beginning
of
year
.......................................................
737,427,468
643,787,591
End
of
year
...........................................................
$842,641,135
$737,427,468
Templeton
Dragon
Fund,
Inc.
15
franklintempleton.com
Annual
Report
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.
Securities
denominated
in
a
foreign
currency
are
converted
into
their
U.S.
dollar
equivalent
at
the
foreign
exchange
rate
in
effect
at
4
p.m.
Eastern
time
on
the
date
that
the
values
of
the
foreign
debt
securities
are
determined.
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. Events
can 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,
an
independent
pricing
service
may
be
used
to
adjust
the
value
of
the
Fund's
portfolio
securities
to
the
latest
indications
of
fair
value
at
4
p.m.
Eastern
time.
At
Templeton
Dragon
Fund,
Inc.
Notes
to
Consolidated
Financial
Statements
16
franklintempleton.com
Annual
Report
December
31,
2020,
certain
securities
may
have
been
fair
valued
using
these
procedures,
in
which
case
the
securities
were
categorized
as
Level
2
inputs
within
the
fair
value
hierarchy.
See
the
Fair
Value
Measurements
note
for
more
information.
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
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
Fund,
and
is
able
to
invest
directly
in
China
A-shares
consistent
with
the
investment
objective
of
the
Fund.
At
December
31,
2020,
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,
2020,
the
net
assets
of
the
China
Fund
were
$324,869,816,
representing
38.6%
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.
Securities
Lending
The
Fund
participates
in
an
agency
based
securities
lending
program
to
earn
additional
income.
The
Fund
receives
collateral
in
the
form
of
cash
and/or
U.S.
Government
and
Agency
securities
against
the
loaned
securities
in
an
amount
equal
to
at
least
102%
of
the
fair
value
of
the
loaned
securities.
Collateral
is
maintained
over
the
life
of
the
loan
in
an
amount
not
less
than
100%
of
the
fair
value
of
loaned
securities,
as
determined
at
the
close
of
Fund
business
each
day;
any
additional
collateral
required
due
to
changes
in
security
values
is
delivered
to
the
Fund
on
the
next
business
1.
Organization
and
Significant
Accounting
Policies
(continued)
a.
Financial
Instrument
Valuation 
(continued)
Templeton
Dragon
Fund,
Inc.
Notes
to
Consolidated
Financial
Statements
17
franklintempleton.com
Annual
Report
day.
Any
cash
collateral
received
is
deposited
into
a
joint
cash
account
with
other
funds
and
is
used
to
invest
in
a
money
market
fund
managed
by
Franklin
Advisers,
Inc.,
an
affiliate
of
the Fund,
in
the
Consolidated
Statement
of
Assets
and
Liabilities.
Additionally,
the
Fund
received
$594,861
in
U.S.
Government
and
Agency
securities
as
collateral.
The
Fund
may
receive
income
from
the
investment
of
cash
collateral,
in
addition
to
lending
fees
and
rebates
paid
by
the
borrower.
Income
from
securities
loaned,
net
of
fees
paid
to
the
securities
lending
agent
and/or
third-party
vendor,
is
reported
separately
in
the
Consolidated
Statement
of
Operations.
The
Fund
bears
the
market
risk
with
respect
to any
cash collateral
investment,
securities
loaned,
and
the
risk
that
the
agent
may
default
on
its
obligations
to
the
Fund.
If
the
borrower
defaults
on
its
obligation
to
return
the
securities
loaned,
the
Fund
has
the
right
to
repurchase
the
securities
in
the
open
market
using
the
collateral
received.
The
securities
lending
agent
has
agreed
to
indemnify
the
Fund
in
the
event
of
default
by
a
third
party
borrower.
e.
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
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,
2020,
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. 
f.
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.
g.
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.
h.
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.
1.
Organization
and
Significant
Accounting
Policies
(continued)
d.
Securities
Lending
(continued)
Templeton
Dragon
Fund,
Inc.
Notes
to
Consolidated
Financial
Statements
18
franklintempleton.com
Annual
Report
2.
Capital
Stock
At
December
31,
2020,
there
were
100
million
shares
authorized
($0.01
par
value).
During
the
years ended
December
31,
2020
and
2019
there
were
no
shares
issued;
all
reinvested
distributions
were
satisfied
with
previously
issued
shares
purchased
in
the
open
market.
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.
During
the
year
ended
December
31,
2020,
there
were
no
shares
repurchased.
Transactions
in
the
Fund’s
shares
were
as
follows:
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:
a.
Management
Fees
The
Fund
pays
an
investment
management
fee
to
TAML
based
on
the
average
weekly
net
assets
of
the
Fund
as
follows:
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.
Year
Ended
December
31,
2020
Year
Ended
December
31,
2019
Shares
Amount
Shares
Amount
Shares
repurchased
......................
—
$—
61,341
$1,153,430
Weighted
average
discount
of
market
price
to
net
asset
value
of
shares
repurchased
..........
–%
10.42%
Subsidiary
Affiliation
Templeton
Asset
Management
Ltd.
(TAML)
Investment
manager
Templeton
Investment
Counsel,
LLC
(TIC)
Investment
manager
Franklin
Templeton
Investment
Management
Ltd.
(FTIML)*
Investment
manager
Franklin
Templeton
Services,
LLC
(FT
Services)
Administrative
manager
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
*
On
February
23,
2021,
the
Board
approved
a
new
subadvisory
agreement
between
TAML
and
FTIML.
The
subadvisory
fee
will
be
paid
by
TAML
and
will
not
be
an
additional
expense
of
the
Fund
or
the
China
Fund.
The
new
agreement
will
become
effective
on
or
about
July
1,
2021.
Templeton
Dragon
Fund,
Inc.
Notes
to
Consolidated
Financial
Statements
19
franklintempleton.com
Annual
Report
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,
2020,
the
Fund
held
investments
in
affiliated
management
investment
companies
as
follows:
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,
2020,
there
were
no
credits
earned.
5.
Income
Taxes
The
tax
character
of
distributions
paid
during
the
years
ended
December
31,
2020
and
2019,
was
as
follows:
    aa
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
Investment
Income
a      
a  
a  
a  
a  
a  
a  
a  
Templeton
Dragon
Fund,
Inc.
Non-Controlled
Affiliates
Dividends
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
0%
.........
$21,610,576
$374,918,115
$(392,547,567)
$—
$—
$3,981,124
3,981,124
$54,650
Non-Controlled
Affiliates
Income
from
securities
loaned
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
0%
.........
$—
$174,870,965
$(164,056,638)
$
—
$
—
$10,814,327
10,814,327
$10,844
Total
Affiliated
Securities
....
$21,610,576
$549,789,080
$(556,604,205)
$—
$—
$14,795,451
$65,494
2020
2019
Distributions
paid
from:
Ordinary
income
..........................................................
$5,239,503
$10,212,232
Long
term
capital
gain
......................................................
189,962,521
60,499,274
$195,202,024
$70,711,506
3.
Transactions
with
Affiliates
(continued)
Templeton
Dragon
Fund,
Inc.
Notes
to
Consolidated
Financial
Statements
20
franklintempleton.com
Annual
Report
At
December
31,
2020,
the
cost
of
investments,
net
unrealized
appreciation
(depreciation),
undistributed
ordinary
income
and
undistributed
long
term
capital
gains
for
income
tax
purposes
were
as
follows:
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
companies,
foreign
currency
transactions,
investments
in
the
China
Fund
and
wash
sales.
6.
Investment
Transactions
Purchases
and
sales
of
investments
(excluding
short
term
securities)
for
the
year
ended
December
31,
2020,
aggregated
$308,725,628
and
$491,136,263.
At
December
31,
2020,
in
connection
with
securities
lending
transactions,
the
Fund
loaned
equity
investments
and
received
$10,814,327
of
cash
collateral.
The
gross
amount
of
recognized
liability
for
such
transactions
is
included
in
payable
upon
return
of
securities
loaned
in
the
Consolidated
Statement
of
Assets
and
Liabilities.
The
agreements
can
be
terminated
at
any
time.
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. Novel
Coronavirus
Pandemic 
The
global
outbreak
of
the
novel
coronavirus
disease,
known
as
COVID-19, has
caused
adverse
effects
on
many
companies,
sectors,
nations,
regions
and
the
markets
in
general, and
may
continue for
an unpredictable duration.
The
effects
of
this
pandemic
may
materially
impact
the
value
and
performance
of
the Fund, its ability
to
buy
and
sell
fund
investments
at
appropriate
valuations
and its ability
to
achieve its investment
objectives.
Cost
of
investments
..........................................................................
$451,687,832
Unrealized
appreciation
........................................................................
$407,792,842
Unrealized
depreciation
........................................................................
(7,572,404)
Net
unrealized
appreciation
(depreciation)
..........................................................
$400,220,438
Distributable
earnings:
Undistributed
ordinary
income
...................................................................
$31,294,110
Undistributed
long
term
capital
gains
..............................................................
$49,906,214
Total
distributable
earnings
.....................................................................
$81,200,324
5.
Income
Taxes
(continued)
Templeton
Dragon
Fund,
Inc.
Notes
to
Consolidated
Financial
Statements
21
franklintempleton.com
Annual
Report
9.
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)
Templeton
Dragon
Fund,
Inc.
Notes
to
Consolidated
Financial
Statements
22
franklintempleton.com
Annual
Report
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,
2020,
in
valuing
the
Fund's
assets
carried
at
fair
value,
is
as
follows:
10.
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
other
than
those
already
disclosed
in
the
consolidated
financial
statements.
Level
1
Level
2
Level
3
Total
Templeton
Dragon
Fund,
Inc.
Assets:
Investments
in
Securities:
Common
Stocks
:
Air
Freight
&
Logistics
...................
$
—
$
11,961,223
$
—
$
11,961,223
Auto
Components
......................
—
7,523,344
—
7,523,344
Banks
...............................
—
31,078,876
—
31,078,876
Beverages
...........................
—
31,207,720
—
31,207,720
Biotechnology
.........................
892,172
45,757,451
—
46,649,623
Capital
Markets
........................
—
6,023,771
—
6,023,771
Chemicals
...........................
—
24,576,823
—
24,576,823
Commercial
Services
&
Supplies
...........
—
17,659,963
—
17,659,963
Construction
Materials
..................
—
26,863,118
—
26,863,118
Containers
&
Packaging
.................
—
13,684,697
—
13,684,697
Diversified
Consumer
Services
............
26,052,048
—
—
26,052,048
Electrical
Equipment
....................
—
18,435,658
—
18,435,658
Electronic
Equipment,
Instruments
&
Components
........................
—
23,629,858
—
23,629,858
Entertainment
.........................
—
13,347,653
—
13,347,653
Food
&
Staples
Retailing
.................
—
7,541,788
—
7,541,788
Food
Products
........................
—
18,597,254
—
18,597,254
Health
Care
Equipment
&
Supplies
.........
—
13,725,488
—
13,725,488
Health
Care
Providers
&
Services
..........
—
3,551,428
—
3,551,428
Hotels,
Restaurants
&
Leisure
.............
8,868,075
5,278,534
—
14,146,609
Household
Durables
....................
—
32,801,785
—
32,801,785
Insurance
............................
—
16,542,871
—
16,542,871
Interactive
Media
&
Services
..............
12,898,067
78,796,605
—
91,694,672
Internet
&
Direct
Marketing
Retail
..........
21,565,178
129,050,065
—
150,615,243
IT
Services
...........................
18,578,831
—
—
18,578,831
Life
Sciences
Tools
&
Services
............
—
38,644,205
—
38,644,205
Machinery
............................
—
22,067,401
—
22,067,401
Paper
&
Forest
Products
.................
—
4,653,771
—
4,653,771
Pharmaceuticals
.......................
—
12,820,062
—
12,820,062
Real
Estate
Management
&
Development
....
1,093,100
24,227,569
—
25,320,669
Semiconductors
&
Semiconductor
Equipment
.
—
13,196,869
—
13,196,869
Software
.............................
—
6,848,278
—
6,848,278
Specialty
Retail
........................
—
20,093,084
—
20,093,084
Textiles,
Apparel
&
Luxury
Goods
..........
—
23,692,070
—
23,692,070
Transportation
Infrastructure
..............
—
2,108,116
—
2,108,116
Convertible
Bonds
.......................
—
1,177,950
—
1,177,950
Short
Term
Investments
...................
14,795,451
—
—
14,795,451
Total
Investments
in
Securities
...........
$104,742,922
$747,165,348
$—
$851,908,270
9.
Fair
Value
Measurements
(continued)
Templeton
Dragon
Fund,
Inc.
Notes
to
Consolidated
Financial
Statements
23
franklintempleton.com
Annual
Report
Abbreviations
Currency
CNY
Chinese
Yuan
Selected
Portfolio
ADR
American
Depositary
Receipt
Templeton
Dragon
Fund,
Inc.
Report
of
Independent
Registered
Public
Accounting
Firm
24
franklintempleton.com
Annual
Report
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,
2020,
the
related
consolidated
statement
of
operations
for
the
year
ended
December
31,
2020,
the
consolidated
statement
of
changes
in
net
assets
for
each
of
the
two
years
in
the
period
ended
December
31,
2020,
including
the
related
notes,
and
the
consolidated
financial
highlights
for
each
of
the
five
years
in
the
period
ended
December
31,
2020
(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,
2020,
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,
2020
and
the
financial
highlights
for
each
of
the
five
years
in
the
period
ended
December
31,
2020
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,
2020
by
correspondence
with
the
custodian
and
transfer
agents.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
PricewaterhouseCoopers
LLP
San
Francisco,
California
February
23,
2021
We
have
served
as
the
auditor
of
one
or
more
investment
companies
in
the
Franklin
Templeton
Group
of
Funds
since
1948.
Templeton
Dragon
Fund,
Inc.
Tax
Information
(unaudited)
25
franklintempleton.com
Annual
Report
1.
Qualified
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.
Under
Section
852(b)(3)(C)
of
the
Internal
Revenue
Code,
the
Fund
hereby
reports
the
maximum
amount
allowable
but
no
less
than
$189,962,521
as
a
long
term
capital
gain
dividend
for
the
fiscal
year
ended
December
31,
2020.
Under
Section
854(b)(1)(B)
of
the
Internal
Revenue
Code,
the
Fund
hereby
reports
the
maximum
amount
allowable
but
no
less
than
$2,870,643
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,
2020.
Distributions,
including
qualified
dividend
income,
paid
during
calendar
year
2020
will
be
reported
to
shareholders
on
Form
1099-DIV
by
mid-February
2021.
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,
2019,
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
4,
2020,
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
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
during
the
prior
calendar
year. Shareholders
are
advised
to
check
with
their
tax
advisors
for
information
on
the
treatment
of
these
amounts
on
their
income
tax
returns.
Foreign
Tax
Paid
Per
Share
Foreign
Source
Income
Per
Share
Foreign
Source
Qualified
Dividends
Per
Share
$0.0504
$0.2054
$0.0557
Templeton
Dragon
Fund,
Inc.
Important
Information
to
Shareholders
26
franklintempleton.com
Annual
Report
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.
Sub-advisory
Agreement
At
the
February
23,
2021
meeting
of
the
Board
of
Directors
(the
“Board”)
of
Templeton
Dragon
Fund,
Inc.,
the
Board
approved
a
new
sub-advisory
agreement
between
Templeton
Asset
Management
Ltd.
(“TAML”),
the
investment
manager
to
the
Fund,
and
Franklin
Templeton
Investment
Management
Limited
(“FTIML”)(the
“FTIML
Sub-Advisory
Agreement”).
The
FTIML
Sub-Advisory
Agreement
will
allow
Michael
Lai,
the
current
lead
portfolio
manager
of
the
Fund,
to
continue
to
serve
as
lead
portfolio
manager
to
the
Fund
as
he
relocates
from
Hong
Kong
to
the
United
Kingdom,
effective
on
or
about
July
1,
2021.
The
FTIML
Sub-Advisory
Agreement
will
have
no
impact
upon
the
Fund’s
expenses
because
the
Fund
will
continue
to
pay
the
same
amount
of
compensation
to
TAML.
Summary
of
Updated
Information
Regarding
the
Fund
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.”
“China
companies”
are
companies
(i)
organized
under
the
laws
of,
or
with
a
principal
office
in,
the
People’s
Republic
of
China
(“China”
or
the
“PRC”)
or
Hong
Kong,
or
the
principal
business
activities
of
which
are
conducted
in
China
or
Hong
Kong,
or
for
which
the
principal
equity
securities
trading
market
is
in
China
or
Hong
Kong,
or
(ii)
that
derive
at
least
50%
of
their
revenues
from
goods
or
services
sold
or
produced,
or
have
at
least
50%
of
their
assets,
in
China
or
Hong
Kong.
Determinations
as
to
eligibility
will
be
made
by
the
investment
manager
based
on
publicly
available
information
and
inquiries
made
to
the
companies.
Principal
Investment
Strategy
Under
normal
circumstances,
the
Fund
will
invest
at
least
45%
of
its
total
assets
in
the
equity
securities
of
China
companies.
The
Fund
may
invest
in
companies
listed
on
exchanges
in
mainland
China,
Hong
Kong,
or
elsewhere
that,
in
the
judgment
of
the
investment
manager,
are
expected
to
benefit
from
developments
in
the
economy
of
China.
Equity
securities
means
common
or
preferred
stock
(including
convertible
preferred
stock);
bonds,
notes
or
debentures
convertible
into
common
or
preferred
stock;
stock
purchase
warrants
or
rights;
equity
interests
in
trusts,
partnerships,
joint
ventures
or
similar
enterprises;
and
sponsored
or
unsponsored
American
or
Global
Depositary
Receipts.
The
Fund
may
also
invest
to
a
limited
degree
(up
to
20%
of
its
total
assets)
in
debt
obligations
of
China
companies,
which
may
be
lower-rated
or
non-rated,
including
debt
securities
the
issuer
of
which
is
in
payment
default,
when
consistent
with
the
Fund’s
investment
objective.
Templeton
Dragon
Fund,
Inc.
Important
Information
to
Shareholders
27
franklintempleton.com
Annual
Report
The
Fund
intends
to
invest
its
assets
over
a
broad
spectrum
of
sectors
including,
among
others,
as
conditions
warrant
from
time
to
time,
consumer
discretionary,
communication
services,
health
care,
financials,
and
information
technology.
The
Fund
is
not
permitted
to
invest
more
than
25%
of
its
assets
in
any
one
industry.
In
addition,
the
Fund’s
Board
of
Directors
has
adopted
a
non-fundamental
policy
under
which
the
Fund
will
not
invest
more
than
15%
of
its
assets
in
any
one
issuer.
In
addition,
the
Fund
may
invest
up
to
25%
of
its
total
assets
in
direct
equity
investments
that
the
investment
manager
expects
will
become
listed
or
otherwise
publicly
traded
securities.
Direct
investments
will
consist
of
(i)
the
private
purchase
from
an
enterprise
of
an
equity
interest
in
the
enterprise
in
the
form
of
shares
of
common
stock
or
equity
interests
in
trusts,
partnerships,
joint
ventures
or
similar
enterprises,
and
(ii)
the
purchase
of
such
an
equity
interest
in
an
enterprise
from
a
principal
investor
in
the
enterprise.
The
Fund’s
investment
objective
of
long-term
capital
appreciation
and
its
policy
of
investing,
under
normal
circumstances,
at
least
45%
of
its
total
assets
in
the
equity
securities
of
China
companies,
are
fundamental
and
may
not
be
changed
without
the
approval
of
a
majority
of
the
Fund’s
outstanding
voting
securities.
In
addition,
the
Fund
has
adopted
as
a
fundamental
investment
policy
the
requirement
that,
under
normal
circumstances,
the
Fund
will
invest
at
least
65%
of
its
total
assets
in
China
companies,
Japan
companies
and
Asia-Pacific
companies.
The
Fund
may
invest
in
eligible
China
A
shares.
China
A
shares
can
be
accessed
through
the
Stock
Connect
program,
which
covers
securities
listed
and
traded
on
the
Shanghai
Stock
Exchange
through
the
Shanghai-Hong
Kong
Stock
Connect
program,
as
well
as
securities
listed
and
traded
on
the
Shenzhen
Stock
Exchange
through
the
Shenzhen-Hong
Kong
Stock
Connect
program.
China
A
shares
can
also
be
accessed
through
other
means,
including
Qualified
Foreign
Institutional
Investor
regime
(QFII).
The
Fund
invests
in
certain
China
A-shares
through
its
investment
in
Templeton
China
Opportunities
Fund,
Ltd.
(the
“China
Fund”).
The
China
Fund
is
a
Cayman
Islands
exempted
company,
and
is
a
wholly-owned
subsidiary
of
the
Fund,
and
is
able
to
invest
directly
in
China
A-shares
consistent
with
the
investment
objective
of
the
Fund.
The
China
Fund
gains
access
to
the
A-shares
market
through
Templeton
Investment
Counsel,
LLC
(TIC),
which
serves
as
the
registered
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.
During
periods
in
which
the
investment
manager
believes
changes
in
economic,
financial
or
political
conditions
make
it
advisable,
the
Fund
may,
for
temporary
defensive
purposes,
reduce
its
holdings
in
equity
securities
and
invest
without
limit
in
certain
short-term
(less
than
twelve
months
to
maturity)
and
medium-term
(not
greater
than
five
years
to
maturity)
debt
securities
or
hold
cash.
The
short-term
and
medium-term
debt
securities
in
which
the
Fund
may
invest
consist
of
(a)
obligations
of
the
U.S.,
Chinese
or
Hong
Kong
governments,
and
their
respective
agencies
or
instrumentalities;
(b)
bank
deposits
and
bank
obligations
(including
certificates
of
deposit,
time
deposits
and
bankers’
acceptances)
of
U.S.
or
foreign
banks
denominated
in
any
currency;
(c)
floating
rate
securities
and
other
instruments
denominated
in
any
currency
issued
by
various
governments
or
international
development
agencies;
(d)
finance
company
and
corporate
commercial
paper
and
other
short-term
corporate
debt
obligations
of
U.S.,
Chinese
or
Hong
Kong
corporations;
and
(e)
repurchase
agreements
with
banks
and
broker
dealers
with
respect
to
such
securities.
The
Fund
intends
to
invest
for
temporary
defensive
purposes
only
in
shortterm
and
medium-term
debt
securities
rated,
at
the
time
of
investment,
A
or
higher
by
Moody’s
Investors
Service,
Inc.
or
Standard
&
Poor’s
Corporation
or,
if
unrated
by
either
rating
agency,
of
equivalent
credit
quality
to
securities
so
rated
as
determined
by
the
investment
manager.
For
purposes
of
the
Fund’s
investment
restriction
prohibiting
the
investment
of
25%
or
more
of
the
total
value
of
its
assets
in
a
particular
industry,
a
foreign
government
(but
not
the
United
States
government)
is
deemed
to
be
an
“industry”,
and
therefore
investments
in
the
obligations
of
any
one
foreign
government
may
not
equal
or
exceed
25%
of
the
Fund’s
assets.
The
Fund
is
a
“non-diversified”
fund,
which
means
it
generally
invests
a
greater
portion
of
its
assets
in
the
securities
of
one
or
more
issuers
and
invests
overall
in
a
smaller
number
of
issuers
than
a
diversified
fund.
Templeton
Dragon
Fund,
Inc.
Important
Information
to
Shareholders
28
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Principal
Investment
Risks
You
could
lose
money
by
investing
in
the
Fund.
Closed-end
fund
shares
are
not
deposits
or
obligations
of,
or
guaranteed
or
endorsed
by,
any
bank,
and
are
not
insured
by
the
Federal
Deposit
Insurance
Corporation,
the
Federal
Reserve
Board,
or
any
other
agency
of
the
U.S.
government.
Foreign
Securities
(non-U.S.)
Investing
in
foreign
securities
typically
involves
more
risks
than
investing
in
U.S.
securities,
and
includes
risks
associated
with:
(i)
internal
and
external
political
and
economic
developments
–
e.g.,
the
political,
economic
and
social
policies
and
structures
of
some
foreign
countries
may
be
less
stable
and
more
volatile
than
those
in
the
U.S.
or
a
country
(including
the
U.S.)
may
be
subject
to
trading
restrictions
or
economic
sanctions
imposed
by
another
company;
(ii)
trading
practices
–
e.g.,
there
may
be
less
government
supervision
and
regulation
of
foreign
securities
and
currency
markets,
trading
systems
and
brokers
than
in
the
U.S.;
(iii)
availability
of
information
–
e.g.,
foreign
issuers
may
not
be
subject
to
the
same
disclosure,
accounting
and
financial
reporting
standards
and
practices
as
U.S.
issuers;
(iv)
limited
markets
–
e.g.,
the
securities
of
certain
foreign
issuers
may
be
less
liquid
(harder
to
sell)
and
more
volatile;
and
(v)
currency
exchange
rate
fluctuations
and
policies.
The
risks
of
foreign
investments
may
be
greater
in
developing
or
emerging
market
countries.
There
are
special
risks
associated
with
investments
in
China,
Hong
Kong
and
Taiwan,
including
exposure
to
currency
fluctuations,
less
liquidity,
expropriation,
confiscatory
taxation,
nationalization
and
exchange
control
regulations
(including
currency
blockage).
Inflation
and
rapid
fluctuations
in
inflation
and
interest
rates
have
had,
and
may
continue
to
have,
negative
effects
on
the
economy
and
securities
markets
of
China,
Hong
Kong
and
Taiwan.
In
addition,
investments
in
Taiwan
could
be
adversely
affected
by
its
political
and
economic
relationship
with
China.
China,
Hong
Kong
and
Taiwan
are
deemed
by
the
investment
manager
to
be
emerging
markets
countries,
which
means
an
investment
in
these
countries
has
more
heightened
risks
than
general
foreign
investing
due
to
a
lack
of
established
legal,
political,
business
and
social
frameworks
in
these
countries
to
support
securities
markets
as
well
as
the
possibility
for
more
widespread
corruption
and
fraud.
In
addition,
the
standards
for
environmental,
social
and
corporate
governance
matters
in
China,
Hong
Kong
and
Taiwan
tend
to
be
lower
than
such
standards
in
more
developed
economies.
Trade
disputes
and
the
imposition
of
tariffs
on
goods
and
services
can
affect
the
economies
of
countries
in
which
the
Fund
invests,
particularly
those
countries
with
large
export
sectors,
as
well
as
the
global
economy.
Trade
disputes
can
result
in
increased
costs
of
production
and
reduced
profitability
for
non-export-dependent
companies
that
rely
on
imports
to
the
extent
a
country
engages
in
retaliatory
tariffs.
Trade
disputes
may
also
lead
to
increased
currency
exchange
rate
volatility.
Region
Focus
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
investments
held
by
the
Fund.
China
A
Shares
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
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.
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
Templeton
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Fund,
Inc.
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capital
gains
payable
to
overseas
investors
currently
is
unsettled.
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
program,
are
uncertain,
and
they
may
have
a
detrimental
effect
on
the
Fund’s
investments
and
returns.
Emerging
Market
Countries
The
Fund’s
investments
in
securities
of
issuers
in
emerging
market
countries
are
subject
to
all
of
the
risks
of
foreign
investing
generally,
and
have
additional
heightened
risks
due
to
a
lack
of
established
legal,
political,
business
and
social
frameworks
to
support
securities
markets,
including:
delays
in
settling
portfolio
securities
transactions;
currency
and
capital
controls;
greater
sensitivity
to
interest
rate
changes;
pervasiveness
of
corruption
and
crime;
currency
exchange
rate
volatility;
and
inflation,
deflation
or
currency
devaluation.
Market
The
market
values
of
securities
or
other
investments
owned
by
the
Fund
will
go
up
or
down,
sometimes
rapidly
or
unpredictably.
The
market
value
of
a
security
or
other
investment
may
be
reduced
by
market
activity
or
other
results
of
supply
and
demand
unrelated
to
the
issuer.
This
is
a
basic
risk
associated
with
all
investments.
When
there
are
more
sellers
than
buyers,
prices
tend
to
fall.
Likewise,
when
there
are
more
buyers
than
sellers,
prices
tend
to
rise.
Stock
prices
tend
to
go
up
and
down
more
dramatically
than
those
of
debt
securities.
A
slower-growth
or
recessionary
economic
environment
could
have
an
adverse
effect
on
the
prices
of
the
various
stocks
held
by
the
Fund.
Non-Diversification
Because
the
Fund
is
non-diversified,
it
may
be
more
sensitive
to
economic,
business,
political
or
other
changes
affecting
individual
issuers
or
investments
than
a
diversified
fund,
which
may
result
in
greater
fluctuation
in
the
value
of
the
Fund’s
shares
and
greater
risk
of
loss.
Focus
To
the
extent
that
the
Fund
focuses
on
particular
countries,
regions,
industries,
sectors
or
types
of
investment
from
time
to
time,
the
Fund
may
be
subject
to
greater
risks
of
adverse
developments
in
such
areas
of
focus
than
a
fund
that
invests
in
a
wider
variety
of
countries,
regions,
industries,
sectors
or
investments.
Please
see
the
Performance
Summary
section
of
this
report
for
additional
risk
disclosure.
Templeton
Dragon
Fund,
Inc.
Annual
Meeting
of
Shareholders
May
28,
2020
(unaudited)
30
franklintempleton.com
Annual
Report
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
28,
2020.
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,
2020.
At
the
meeting,
the
following
persons
were
elected
by
the
shareholders
to
serve
as
Directors
of
the
Fund:
Harris
J.
Ashton,
Mary
C.
Choksi,
J.
Michael
Luttig
and
Constantine
D.
Tseretopoulos.*
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,
2020.
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:
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,
2020:
Term
Expiring
2023
For
%
of
Outstanding
Shares
%
of
Shares
Present
Against
%
of
Outstanding
Shares
%
of
Shares
Present
Harris
J.
Ashton
..............
18,500,091
54.73%
61.82%
11,203,488
33.14%
37.44%
Mary
C.
Choksi
..............
17,730,057
52.45%
59.25%
11,984,142
35.45%
40.05%
J.
Michael
Luttig
.............
18,556,498
54.89%
62.01%
11,153,179
32.99%
37.27%
Constantine
D.
Tseretopoulos
...
18,488,847
54.69%
61.78%
11,211,329
33.17%
37.46%
Term
Expiring
2023
Abstain
%
of
Outstanding
Shares
%
of
Shares
Present
Harris
J.
Ashton
..............
222,285
0.66%
0.74%
Mary
C.
Choksi
..............
211,665
0.63%
0.71%
J.
Michael
Luttig
.............
216,188
0.64%
0.72%
Constantine
D.
Tseretopoulos
...
225,688
0.67%
0.75%
Shares
Voted
%
of
Outstanding
Shares
%
of
Shares
Present
For
.......................
18,558,353
54.90%
62.01%
Against
....................
11,143,055
32.96%
37.24%
Abstain
....................
224,458
0.66%
0.75%
*Ann
Torre
Bates,
Edith
E.
Holiday,
Rupert
H.
Johnson,
Jr.,
Gregory
E.
Johnson,
David
W.
Niemiec,
Larry
D.
Thompson
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.
Templeton
Dragon
Fund,
Inc.
31
franklintempleton.com
Annual
Report
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.
Templeton
Dragon
Fund,
Inc.
Dividend
Reinvestment
and
Cash
Purchase
Plan
32
franklintempleton.com
Annual
Report
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.
Templeton
Dragon
Fund,
Inc.
Board
Members
and
Officers
33
franklintempleton.com
Annual
Report
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)
Director
Since
1994
125
Bar-S
Foods
(meat
packing
company)
(1981-2010).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
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)
Director
Since
2008
30
Ares
Capital
Corporation
(specialty
finance
company)
(2010-present),
United
Natural
Foods,
Inc.
(distributor
of
natural,
organic
and
specialty
foods)
(2013-present),
formerly
,
Allied
Capital
Corporation
(financial
services)
(2003-
2010),
SLM
Corporation
(Sallie
Mae)
(1997-2014)
and
Navient
Corporation
(loan
management,
servicing
and
asset
recovery)
(2014-2016).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
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)
Director
Since
2016
125
Omnicom
Group
Inc.
(advertising
and
marketing
communications
services)
(2011-present)
and
White
Mountains
Insurance
Group,
Ltd.
(holding
company)
(2017-present);
and
formerly
,
Avis
Budget
Group
Inc.
(car
rental)
(2007-May
2020).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
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).
Templeton
Dragon
Fund,
Inc.
34
franklintempleton.com
Annual
Report
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)
Lead
Independent
Director
Director
since
1996
and
Lead
Independent
Director
since
2007
125
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);
Santander
Holdings
USA
(holding
company)
(2019-present);
and
formerly
,
RTI
International
Metals,
Inc.
(manufacture
and
distribution
of
titanium)
(1999-2015)
and
H.J.
Heinz
Company
(processed
foods
and
allied
products)
(1994-2013).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
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)
Director
Since
2009
125
Boeing
Capital
Corporation
(aircraft
financing)
(2006-2010).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
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)
Director
Since
2005
30
Hess
Midstream
LP
(oil
and
gas
midstream
infrastructure)
(2017-present).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
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)
Director
Since
2005
125
Graham
Holdings
Company
(education
and
media
organization)
(2011-present);
and
formerly
,
The
Southern
Company
(energy
company)
(2014-May
2020;
previously
2010-2012),
Cbeyond,
Inc.
(business
communications
provider)
(2010-2012).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
of
various
companies;
Counsel,
Finch
McCranie,
LLP
(law
firm)
(2015-present);
John
A.
Sibley
Professor
of
Corporate
and
Business
Law,
University
of
Georgia
School
of
Law
(2015-present;
previously
2011-2012);
and
formerly
,
Independent
Compliance
Monitor
and
Auditor,
Volkswagen
AG
(manufacturer
of
automobiles
and
commercial
vehicles)
(2017-September
2020);
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).
Independent
Board
Members
(continued)
Templeton
Dragon
Fund,
Inc.
35
franklintempleton.com
Annual
Report
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
Constantine
D.
Tseretopoulos(1954)
Director
Since
1998
19
None
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
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)
Director
Since
2006
30
El
Oro
Ltd
(investments)
(2003-
2019).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
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.
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)
Director
Since
2006
136
None
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Executive
Chairman,
Chairman
of
the
Board
and
Director,
Franklin
Resources,
Inc.;
officer
and/or
director
or
trustee,
as
the
case
may
be,
of
some
of
the
other
subsidiaries
of
Franklin
Resources,
Inc.
and
of
39
of
the
investment
companies
in
Franklin
Templeton;
Vice
Chairman,
Investment
Company
Institute;
and
formerly
,
Chief
Executive
Officer
(2013-2020)
and
President
(1994-2015),
Franklin
Resources,
Inc.
**Rupert
H.
Johnson,
Jr.
(1940)
Chairman
of
the
Board,
Director
and
Vice
President
Chairman
of
the
Board
and
Director
since
2013
and
Vice
President
since
1996
125
None
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
(Vice
Chairman),
,
Franklin
Resources,
Inc.;
Director,
Franklin
Advisers,
Inc.;
and
officer
and/or
director
or
trustee,
as
the
case
may
be,
of
some
of
the
other
subsidiaries
of
Franklin
Resources,
Inc.
and
of
37
of
the
investment
companies
in
Franklin
Templeton.
Alison
E.
Baur
(1964)
Vice
President
Since
2012
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
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.
Independent
Board
Members
(continued)
Templeton
Dragon
Fund,
Inc.
36
franklintempleton.com
Annual
Report
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
Breda
M.
Beckerle
(1958)
Chief
Compliance
Officer
Since
October
2020
Not
Applicable
Not
Applicable
280
Park
Avenue
New
York,
NY
10017
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.
Steven
J.
Gray
(1955)
Vice
President
Since
2009
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
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)
Chief
Executive
Officer
–
Finance
and
Administration
Since
2017
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
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)
Chief
Financial
Officer,
Chief
Accounting
Officer
and
Treasurer
Since
2017
Not
Applicable
Not
Applicable
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
Principal
Occupation
During
at
Least
the
Past
5
Years:
Treasurer,
U.S.
Fund
Administration
&
Reporting
and
officer
of
39
of
the
investment
companies
in
Franklin
Templeton.
Robert
Lim
(1948)
Vice
President
–
AML
Compliance
Since
2016
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
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)
President
and
Chief
Executive
Officer
–
Investment
Management
Since
2018
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
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)
Vice
President
Since
2015
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Associate
General
Counsel
and
officer
of
41
of
the
investment
companies
in
Franklin
Templeton.
Interested
Board
Members
and
Officers
(continued)
Templeton
Dragon
Fund,
Inc.
37
franklintempleton.com
Annual
Report
*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
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
The
Statement
of
Additional
Information
(SAI)
includes
additional
information
about
the
board
members
and
is
available,
without
charge,
upon
request.
Shareholders
may
call
(800)
DIAL
BEN/342-5236
to
request
the
SAI.
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
Craig
S.
Tyle
(1960)
Vice
President
Since
2005
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
General
Counsel
and
Executive
Vice
President,
Franklin
Resources,
Inc.;
and
officer
of
some
of
the
other
subsidiaries
of
Franklin
Resources,
Inc.
and
of
41
of
the
investment
companies
in
Franklin
Templeton.
Lori
A.
Weber
(1964)
Vice
President
and
Secretary
Vice
President
since
2011
and
Secretary
since
2013
Not
Applicable
Not
Applicable
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
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.
Interested
Board
Members
and
Officers
(continued)
Templeton
Dragon
Fund,
Inc.
Shareholder
Information
38
franklintempleton.com
Annual
Report
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.
39
franklintempleton.com
Not
part
of
the
annual
report.
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
or
an
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.
40
franklintempleton.com
Not
part
of
the
annual
report.
TERMS
AND
CONDITIONS
OF
DIVIDEND
REINVESTMENT
AND
CASH
PURCHASE
PLAN
(continued)
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.
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
41
franklintempleton.com
Not
part
of
the
annual
report.
TERMS
AND
CONDITIONS
OF
DIVIDEND
REINVESTMENT
AND
CASH
PURCHASE
PLAN
(continued)
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
Plan
Administrator
as
provided
in
these
terms
and
conditions.
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.
TLTDF
A
02/21
©
2021
Franklin
Templeton
Investments.
All
rights
reserved.
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.
Annual
Report
Templeton
Dragon
Fund,
Inc.
Investment
Manager
Transfer
Agent
Fund
Information
Templeton
Asset
Management
Ltd.
American
Stock
Transfer
&
Trust
Co.,
LLC
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
(800)
DIAL
BEN
®
/
342-5236
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 $57,777 for the fiscal year ended December 31, 2020 and $56,019 for the fiscal year ended December 31, 2019.
 
(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, 2020 and $7,163 for the fiscal year ended December 31, 2019.  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
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 $0 for the fiscal year ended December 31, 2020 and $20,000 for the fiscal year ended December 31, 2019.  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, 2020 and $274 for the fiscal year ended December 31, 2019.  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 $0 for the fiscal year ended December 31, 2020 and $153,344 for the fiscal year ended December 31, 2019.  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 $7,163 for the fiscal year ended December 31, 2020 and $180,781 for the fiscal year ended December 31, 2019.
 
(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 26, 2021, 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.
 
Erik Mok, CFA,
has been a portfolio manager of the Fund since 2020. He joined Franklin Templeton in 1998.
 
 
(a)(2) This section reflects information about the portfolio managers as of the fiscal year ended December 31, 2020.
 
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
 
1,111.6
 
1
 
521.5
 
1
 
2.4
Erik Mok
 
3
 
1,434.7
 
5
 
4,371.1
 
5
 
1,901.1
 
 
 
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
Erik Mok
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
.











 
 
(a)
(b)
(c)
(d)
Period
Total Number of Shares Purchased
1
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Program
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1 (7/1/20 - 7/31/20)
                           -  
                           -  
                           -  
           3,449,822.00
Month #2 (8/1/20 - 8/31/20)
                           -  
                           -  
                           -  
           3,449,822.00
Month #3 (9/1/20 - 9/30/20)
                           -  
                           -  
                           -  
           3,449,822.00
Month #4 (10/1/20 - 10/31/20)
                           -  
                           -  
                           -  
           3,449,822.00
Month #5 (11/1/20 - 11/30/20)
                           -  
                           -  
                           -  
           3,449,822.00
Month #6 (12/1/20 - 12/31/20)
                           -  
                           -  
                           -  
           3,449,822.00
Total
-
 
-
 
 
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.
 
 
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-CSRS, 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. During the period covered by this report, a third-party service provider commenced performing certain accounting and administrative services for the Registrant that are subject to Franklin Templeton’s oversight.
 
 
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 26, 2021
 
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 26, 2021
 
 
 
By
S\ROBERT G. KUBILIS__________
      
Robert G. Kubilis
Chief Financial Officer
and
Chief Accounting Officer
Date:  February 26, 2021