(a)
The Registrant has adopted a code of ethics that applies to its principal
executive officers and principal financial and accounting officer.
(f)
Pursuant to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of
its code of ethics that applies to its principal executive officers and
principal financial and accounting officer.
Item
3. Audit Committee Financial Expert.
(a)(1)
The Registrant has an audit committee financial expert serving on its audit
committee.
(2)
The audit committee financial expert is Mary C. Choksi and she is
"independent" as defined under the relevant Securities and Exchange
Commission Rules and Releases.
Principal Accountant Fees and Services. N/A
Members of the Audit Committee are:
Terrence J. Checki,
Mary C. Choksi
,
Edith E. Holiday
, J. Michael Luttig and Larry
D. Thompson.
Item
6. Schedule of Investments. N/A
Item 7
. Disclosure of Proxy
Voting Policies and Procedures for Closed-End Management Investment Companies.
The board of trustees of the Fund has delegated the
authority to vote proxies related to the portfolio securities held by the Fund
to the Fund's investment manager, Franklin Advisers, Inc. in accordance with
the Proxy Voting Policies and Procedures (Policies) adopted by the investment
manager.
RESPONSIBILITY OF THE INVESTMENT MANAGER TO VOTE PROXIES
Franklin Templeton Investment Solutions, a separate
investment group within Franklin Templeton, comprised of investment personnel
from the SEC-registered investment advisers listed on Appendix A (hereinafter
individually an “Investment Manager” and collectively the "Investment
Managers") have delegated the administrative duties with respect to voting
proxies for securities to the Franklin Templeton Proxy Group. Proxy duties
consist of disseminating proxy materials and analyses of issuers whose stock is
owned by any client (including both investment companies and any separate
accounts managed by the Investment Managers) that has either delegated proxy
voting administrative responsibility to the Investment Managers or has asked
for information and/or recommendations on the issues to be voted. The
Investment Managers will inform advisory clients that have not delegated the
voting responsibility but that have requested voting advice about the
Investment Managers’ views on such proxy votes. The Proxy Group also provides
these services to other advisory affiliates of the Investment Managers.
The Proxy Group will process proxy votes on behalf of,
and the Investment Managers vote proxies solely in the best interests of,
separate account clients, the Investment Managers’-managed investment company
shareholders, or shareholders of funds that have appointed Franklin Templeton
International Services S.à.r.l. (“FTIS S.à.r.l.”) as the Management Company,
provided such funds or clients have properly delegated such responsibility in
writing, or, where employee benefit plan assets subject to the Employee Retirement
Income Security Act of 1974, as amended, are involved (“ERISA accounts”), in
the best interests of the plan participants and beneficiaries (collectively,
"Advisory Clients"), unless (i) the power to vote has been
specifically retained by the named fiduciary in the documents in which the
named fiduciary appointed the Investment Managers or (ii) the documents
otherwise expressly prohibit the Investment Managers from voting proxies. The
Investment Managers recognize that the exercise of voting rights on securities
held by ERISA plans for which the Investment Managers have voting
responsibility is a fiduciary duty that must be exercised with care, skill,
prudence and diligence.
In certain circumstances, Advisory Clients are permitted
to direct their votes in a solicitation pursuant to the Investment Management
Agreement. An Advisory Client that wishes to direct its vote shall give
reasonable prior written notice to the Investment Managers indicating such
intention and provide written instructions directing the Investment Managers or
the Proxy Group to vote regarding the solicitation. Where such prior written
notice is received, the Proxy Group will vote proxies in accordance with such
written notification received from the Advisory Client.
The Investment Managers have adopted and implemented
Proxy Voting Policies and Procedures (“Proxy Policies”) that they believe are
reasonably designed to ensure that proxies are voted in the best interest of
Advisory Clients in accordance with their fiduciary duties and rule 206(4)-6
under the Investment Advisers Act of 1940. To the extent that the Investment
Managers have a subadvisory agreement with an affiliated investment manager
(the “Affiliated Subadviser”) with respect to a particular Advisory Client, the
Investment Managers may delegate proxy voting responsibility to the Affiliated
Subadviser. The Investment Managers may also delegate proxy voting
responsibility to a subadviser that is not an Affiliated Subadviser in certain
limited situations as disclosed to fund shareholders (e.g., where an Investment
Manager to a pooled investment vehicle has engaged a subadviser that is not an
Affiliated Subadviser to manage all or a portion of the assets).
HOW THE INVESTMENT MANAGERS VOTE PROXIES
All proxies received by the Proxy Group will be voted
based upon the Investment Managers’ instructions and/or policies. To assist it
in analyzing proxies of equity securities, the Investment Managers subscribe to
Institutional Shareholder Services Inc. ("ISS"), an unaffiliated third-party
corporate governance research service that provides in-depth analyses of
shareholder meeting agendas and vote recommendations. In addition, the
Investment Managers subscribe to ISS’s Proxy Voting Service and Vote Disclosure
Service. These services include receipt of proxy ballots, custodian bank
relations, account maintenance, vote execution, ballot reconciliation, vote
record maintenance, comprehensive reporting capabilities, and vote disclosure
services. Also, the Investment Managers subscribe 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.
* Rule 38a-1 under the Investment Company Act of 1940
(“1940 Act”) and Rule 206(4)-7 under the Investment Advisers Act of 1940
(“Advisers Act”) (together the Compliance Rule”) require registered investment
companies and registered investment advisers to, among other things, adopt and
implement written policies and procedures reasonably designed to prevent
violations of the federal securities laws (“Compliance Rule Policies and
Procedures”).
Although analyses provided by ISS, Glass Lewis, and/or
another independent third-party proxy service provider (each a “Proxy Service”)
are thoroughly reviewed and considered in making a final voting decision, the
Investment Managers do not consider recommendations from a Proxy Service or any
third-party to be determinative of the Investment Managers’ ultimate decision.
Rather, the Investment Managers exercise their independent judgment in making
voting decisions. As a matter of policy, the officers, directors and employees
of the Investment Managers and the Proxy Group will not be influenced by
outside sources whose interests conflict with the interests of Advisory
Clients.
For ease of reference, the Proxy Policies often refer to
all Advisory Clients. However, our processes and practices seek to ensure that
proxy voting decisions are suitable for individual Advisory Clients. In some
cases, the Investment Managers’ evaluation may result in an individual Advisory
Client or Investment Manager voting differently, depending upon the nature and
objective of the fund or account, the composition of its portfolio, whether the
Investment Manager has adopted a specialty or custom voting policy, and other
factors.
All conflicts of interest will be resolved in the best
interests of the Advisory Clients. The Investment Managers are affiliates of a
large, diverse financial services firm with many affiliates and makes its best
efforts to mitigate conflicts of interest. However, as a
general matter, the Investment Managers take the position that relationships
between certain affiliates that do not use the “Franklin Templeton” name
(“Independent Affiliates”) and an issuer (e.g., an investment management
relationship between an issuer and an Independent Affiliate) do not present a
conflict of interest for an Investment Manager in voting proxies with respect
to such issuer because: (i) the Investment Managers operate as an independent
business unit from the Independent Affiliate business units, and (ii)
informational barriers exist between the Investment Managers and the
Independent Affiliate business units.
Material conflicts of interest
could arise in a variety of situations, including as a result of the Investment
Managers’ or an affiliate’s (other than an Independent Affiliate as described
above): (i) material business relationship with an issuer or proponent, (ii)
direct or indirect pecuniary interest in an issuer or proponent; or (iii)
significant personal or family relationship with an issuer or proponent.
Material conflicts of interest are identified by the
Proxy Group based upon analyses of client, distributor, broker dealer, and
vendor lists, information periodically gathered from directors and officers,
and information derived from other sources, including public filings. The Proxy
Group gathers and analyzes this information on a best-efforts basis, as much of
this information is provided directly by individuals and groups other than the
Proxy Group, and the Proxy Group relies on the accuracy of the information it
receives from such parties.
Nonetheless, even though a potential conflict of
interest between the Investment Managers or an
affiliate (other than an Independent Affiliate as described above) and an
issuer may exist: (1) the Investment Managers may vote in opposition to the
recommendations of an issuer’s management even if contrary to the
recommendations of a third-party proxy voting research provider; (2) if
management has made no recommendations, the Proxy Group may defer to the voting
instructions of the Investment Managers; and (3) with respect to shares held by
Franklin Resources, Inc. or its affiliates for their own corporate accounts,
such shares may be voted without regard to these conflict procedures.
Otherwise, in
situations
where a material conflict of interest is identified between the Investment
Managers or one of its affiliates (other than
Independent Affiliates) and an issuer, the Proxy Group may vote consistent
with the voting recommendation of a Proxy Service or send the proxy directly to
the relevant Advisory Clients with the Investment Managers’ recommendation
regarding the vote for approval. To address certain affiliate conflict
situations, the Investment Managers will employ pass-through voting or mirror
voting when required pursuant to a fund’s governing documents or applicable law.
Where the Proxy Group refers a matter to an Advisory
Client, it may rely upon the instructions of a representative of the Advisory
Client, such as the board of directors or trustees, a committee of the board,
or an appointed delegate in the case of a U.S. registered investment company, a
conducting officer in the case of a fund that has appointed FTIS S.à.r.l as its
Management Company, the Independent Review Committee for Canadian investment
funds, or a plan administrator in the case of an employee benefit plan. A
quorum of the board of directors or trustees or of a committee of the board can
be reached by a majority of members, or a majority of non-recused members. The
Proxy Group may determine to vote all shares held by Advisory Clients of the Investment
Managers and affiliated Investment Managers (other than
Independent Affiliates) in accordance with the instructions of one or more
of the Advisory Clients.
The Investment Managers may also decide whether to vote
proxies for securities deemed to present conflicts of interest that are sold
following a record date, but before a shareholder meeting date. The Investment
Managers may consider various factors in deciding whether to vote such proxies,
including the Investment Managers’ long-term view of the issuer’s securities
for investment, or it may defer the decision to vote to the applicable Advisory
Client. The Investment Managers also may be unable to vote, or choose not to
vote, a proxy for securities deemed to present a conflict of interest for any
of the reasons outlined in the first paragraph of the section of these policies
entitled “Proxy Procedures.”
Weight Given Management Recommendations
One of the primary factors the Investment Managers
consider when determining the desirability of investing in a particular company
is the quality and depth of that company's management. Accordingly, the
recommendation of management on any issue is a factor that the Investment
Managers consider in determining how proxies should be voted. However, the Investment
Managers do not consider recommendations from management to be determinative of
the Investment Managers’ ultimate decision. Each issue is considered on its own
merits, and the Investment Managers will not support the position of a
company's management in any situation where it determines that the ratification
of management's position would adversely affect the investment merits of owning
that company's shares.
The Investment Managers believe that engagement with
issuers is important to good corporate governance and to assist in making proxy
voting decisions. The Investment Managers 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
Managers may also engage with management on a range of environmental, social or
corporate governance issues throughout the year.
The Proxy Group is part of Franklin Templeton’s
Stewardship Team. Full-time staff members and support staff are devoted to
proxy voting administration and oversight and providing support and assistance
where needed. On a daily basis, the Proxy Group will review each proxy upon
receipt as well as any agendas, materials and recommendations that they receive
from a Proxy Service or other sources. The Proxy Group maintains a record of
all shareholder meetings that are scheduled for companies whose securities are
held by the Investment Managers’ managed funds and accounts. For each shareholder
meeting, a member of the Proxy Group will consult with the research analyst
that follows the security and provide the analyst with the agenda, analyses of
one or more Proxy Services, recommendations and any other information provided
to the Proxy Group. Except in situations identified as presenting material
conflicts of interest, the Investment Managers’ research analyst and relevant
portfolio manager(s) are responsible for making the final voting decision based
on their review of the agenda, analyses of one or more Proxy Services, proxy
statements, their knowledge of the company and any other information publicly
available.
In situations where the Investment Managers have not
responded with vote recommendations to the Proxy Group by the deadline date,
the Proxy Group may vote consistent with the vote recommendations of a Proxy
Service. Except in cases where the Proxy Group is voting consistent with the
voting recommendation of a Proxy Service, the Proxy Group must obtain voting
instructions from the Investment Managers’ research analysts, relevant
portfolio manager(s), legal counsel and/or the Advisory Client prior to
submitting the vote. In the event that an account holds a security that an
Investment Manager did not purchase on its behalf, and the Investment Manager
does not normally consider the security as a potential investment for other
accounts, the Proxy Group may vote consistent with the voting recommendations
of a Proxy Service or take no action on the meeting.
PROXY ADMINISTRATION PROCEDURES
Situations Where Proxies Are Not Voted
The Proxy Group is fully cognizant of its responsibility
to process proxies and maintain proxy records as may be required by relevant
rules and regulations. In addition, the Investment Managers understand their
fiduciary duty to vote proxies and that proxy voting decisions may affect the
value of shareholdings. Therefore, the Investment Managers will generally
attempt to process every proxy they receive for all domestic and foreign
securities.
However, there may be situations in which the Investment
Managers 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 an 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
Managers held shares on the record date but has sold them prior to the meeting
date; (vii) the Advisory Client held shares on the record date, but the Advisory
Client closed the account prior to the meeting date; (viii) a proxy voting
service is not offered by the custodian in the market; (ix) due to either
system error or human error, the Investment Managers’ intended vote is not
correctly submitted; (x) the Investment Managers believe it is not in the best
interest of the Advisory Client to vote the proxy for any other reason not
enumerated herein; or (xi) a security is subject to a securities lending or
similar program that has transferred legal title to the security to another
person.
Even if the Investment Managers use reasonable efforts
to vote a proxy on behalf of their Advisory Clients, such vote or proxy may be
rejected because of (a) operational or procedural issues experienced by one or
more third parties involved in voting proxies in such jurisdictions; (b)
changes in the process or agenda for the meeting by the issuer for which the
Investment Managers do not have sufficient notice; or (c) the exercise by the
issuer of its discretion to reject the vote of the Investment Managers. In
addition, despite the best efforts of the Proxy Group and its agents, there may
be situations where the Investment Managers’ votes are not received, or
properly tabulated, by an issuer or the issuer’s agent.
The Investment Managers or their affiliates may, on
behalf of one or more of the proprietary registered investment companies
advised by the Investment Managers or their affiliates, make efforts to recall
any security on loan where the Investment Manager or its affiliates (a) learn
of a vote on an event that may materially affect a security on loan and (b)
determine that it is in the best interests of such proprietary registered
investment companies to recall the security for voting purposes. The ability to
timely recall shares is not entirely within the control of the Investment
Managers. Under certain circumstances, the recall of shares in time for such
shares to be voted may not be possible due to applicable proxy voting record
dates or other administrative considerations.
There may be instances in certain non-U.S. markets where
split voting is not allowed. Split voting occurs when a position held within an
account is voted in accordance with two differing instructions. Some markets
and/or issuers only allow voting on an entire position and do not accept split
voting. In certain cases, when more than one Franklin Templeton investment
manager has accounts holding shares of an issuer that are held in an omnibus
structure, the Proxy Group will seek direction from an appropriate representative
of the Advisory Client with multiple Investment Managers (such as a conducting
officer of the Management Company in the case of a SICAV), or the Proxy Group
will submit the vote based on the voting instructions provided by the
Investment Manager with accounts holding the greatest number of shares of the
security within the omnibus structure.
If several issues are bundled together in a single
voting item, the Investment Managers will assess the total benefit to
shareholders and the extent that such issues should be subject to separate
voting proposals.
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 Managers
for each account or fund involved. If the Proxy Group does not receive voting
instructions from the Investment Managers, the Proxy Group will take no action
on the event. The Investment Managers may be unable to vote a proxy for a fixed
income security, or may choose not to vote a proxy, for the reasons described
under the section entitled “Proxy Procedures.”
In the rare instance where there is a vote for a
privately held issuer, the decision will generally be made by the relevant
portfolio managers or research analysts.
The Proxy Group will monitor such meetings involving
fixed income securities or privately held issuers for conflicts of interest in
accordance with these procedures. If a fixed income or privately held issuer is
flagged as a potential conflict of interest, the Investment Managers may
nonetheless vote as it deems in the best interests of its Advisory Clients. The
Investment Managers will report such decisions on an annual basis to Advisory
Clients as may be required.
Appendix A
These Proxy Policies apply to accounts managed by
personnel within
Franklin Templeton Investment Solutions, which includes
the following Investment Managers:
Franklin Advisers, Inc. (FAV)
Franklin Advisory Services, LLC (FASL)
Franklin Mutual Advisers LLC (FMA)
Franklin Templeton Investments Corp. (FTIC)
Franklin Templeton Investment Management Limited (FTIML)
Templeton Asset Management Ltd. (TAML)
The following Proxy Policies apply to FAV, FMA, FTIC,
FTIML, and TAML only:
HOW THE INVESTMENT MANAGERS VOTE PROXIES
Certain of the Investment Managers’ separate accounts or
funds (or a portion thereof) are included under Franklin Templeton Investment
Solutions (“FTIS”), a separate investment group within Franklin Templeton, and
employ a quantitative strategy.
For such accounts, FTIS’s proprietary methodologies rely
on a combination of quantitative, qualitative, and behavioral analysis rather
than fundamental security research and analyst coverage that an actively
managed portfolio would ordinarily employ. Accordingly, absent client
direction, in light of the high number of positions held by such accounts and
the considerable time and effort that would be required to review proxy
statements and ISS or Glass Lewis recommendations, the Investment Manager may
review ISS’s non-US Benchmark guidelines, ISS’s specialty guidelines (in
particular, ISS’s Sustainability guidelines), or Glass Lewis’s US guidelines
(the “the ISS and Glass Lewis Proxy Voting Guidelines”) and determine,
consistent with the best interest of its clients, to provide standing
instructions to the Proxy Group to vote proxies according to the
recommendations of ISS or Glass Lewis.
In addition, the Investment Managers receive in-house
voting research from Franklin Templeton’s Stewardship Team (FT Stewardship). FT
Stewardship provides customized research on specific corporate governance
issues that is tailored to the investment manager and corporate engagement undertaken.
This research may include opinions on voting decisions, however there is no
obligation or inference for the investment manager to formally vote in line
with these opinions. This research supports the independent vote decision
making process, and may reduce reliance on third-party advice for certain
votes.
The Investment Manager, however, retains the ability to
vote a proxy differently than ISS or Glass Lewis recommends if the Investment
Manager determines that it would be in the best interests of Advisory Clients.
The following Proxy Policies apply to FASL only:
HOW THE INVESTMENT MANAGERS VOTE PROXIES
Passively managed exchange traded funds (collectively,
“ETFs”), seek to track a particular securities index. As a result, each ETF may
hold the securities of hundreds of issuers. Because the primary criteria for
determining whether a security should be included (or continued to be included)
in an ETF’s investment portfolio is whether such security is a representative
component of the securities index that the ETF is seeking to track, the ETFs do
not require the fundamental security research and analyst coverage that an
actively managed portfolio would require. Accordingly, in light of the high
number of positions held by an ETF and the considerable time and effort that
would be required to review proxy statements and ISS or Glass Lewis
recommendations, the Investment Manager may review ISS’s non-US Benchmark
guidelines, ISS’s specialty guidelines (in particular, ISS’s Sustainability
guidelines), or Glass Lewis’s US guidelines (the “ISS and Glass Lewis Proxy
Voting Guidelines”) and determine, consistent with the best interest of its
clients, to provide standing instructions to the Proxy Group to vote proxies
according to the recommendations of ISS or Glass Lewis rather than analyze each
individual proxy vote. Permitting the Investment Manager of the ETFs to defer
its judgment for voting on a proxy to the recommendations of ISS or Glass Lewis
may result in a proxy related to the securities of a particular issuer held by
an ETF being voted differently from the same proxy that is voted on by other
funds managed by the Investment Managers.
In addition, the investment managers receive in-house
voting research from Franklin Templeton’s Stewardship Team (FT Stewardship). FT
Stewardship provides customized research on specific corporate governance
issues that is tailored to the investment manager and corporate engagement
undertaken. This research may include opinions on voting decisions, however there
is no obligation or inference for the investment manager to formally vote in
line with these opinions. This research supports the independent vote decision
making process, and may reduce reliance on third-party advice for certain
votes.
The following Proxy Policies apply to FTIC, FTIML, and
TAML only:
HOW THE INVESTMENT MANAGERS VOTE PROXIES
For accounts managed by the Templeton Global Equity
Group (“TGEG”), in making voting decisions, the Investment Manager may consider
Glass Lewis’s Proxy Voting Guidelines, ISS’s Benchmark Policies, ISS’s
Sustainability Policy, and TGEG’s custom sustainability guidelines, which
reflect what TGEG believes to be good environmental, social, and governance
practices.
The following Proxy Policies apply to FTIC only:
RESPONSIBILITY OF THE INVESTMENT MANAGERS TO VOTE
PROXIES
To the extent that the Investment Manager has a
subadvisory agreement with an affiliated investment manager (the “Affiliated
Subadviser”) with respect to a particular Advisory Client or the Investment
Manager chooses securities for an Advisory Client’s portfolios that are
recommended by an Affiliated Subadviser, the Investment Manager may delegate
proxy voting responsibility to the Affiliated Subadviser or vote proxies in
accordance with the Affiliated Subadviser’s recommendations.
Item
8. Portfolio Managers of Closed-End Management Investment Companies. N/A
Item
9. Purchases of Equity Securities by Closed-End Management Investment Company
and
Affiliated
Purchasers. N/A
Item
10. Submission of Matters to a Vote of Security Holders.
There
have been no changes to the procedures by which shareholders may recommend
nominees to the Registrant's Board of Trustees that would require disclosure
herein.
Item
11. Controls and Procedures.
(a)
Evaluation of
Disclosure Controls and Procedures. The Registrant maintains
disclosure controls and procedures that are designed to provide reasonable
assurance that information required to be disclosed in the Registrant’s filings
under the Securities Exchange Act of 1934, as amended, and the Investment
Company Act of 1940 is recorded, processed, summarized and reported within the
periods specified in the rules and forms of the Securities and Exchange
Commission. Such information is accumulated and communicated to the
Registrant’s management, including its principal executive officer and
principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure. The Registrant’s management, including the
principal executive officer and the principal financial officer, recognizes
that any set of controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives.
Within
90 days prior to the filing date of this Shareholder Report on
Form N-CSR, the Registrant had carried out an evaluation, under the supervision
and with the participation of the Registrant’s management, including the
Registrant’s principal executive officer and the Registrant’s principal
financial officer, of the effectiveness of the design and operation of the
Registrant’s disclosure controls and procedures. Based on such evaluation, the
Registrant’s principal executive officer and principal financial officer
concluded that the Registrant’s disclosure controls and procedures are
effective.
(b)
Changes in Internal Controls
. There have been no changes in the Registrant’s
internal control over financial reporting that occurred during the period
covered by this report that has materially affected, or is reasonably likely to
materially affect the internal control over financial reporting.
Item
12. Disclosure of Securities Lending Activities for Closed-End Management Investment
Company.
Securities lending agent
The board of trustees has
approved the Fund’s participation in a securities lending program. Under the
securities lending program, Bank of New York Mellon serves as the Fund’s securities
lending agent.
For the period ended February 29, 2024, the income
earned by the Fund as well as the fees and/or compensation paid by the Fund in
dollars pursuant to a securities lending agreement between the Trust with
respect to the Fund and the Securities Lending Agent were as follows (figures
may differ from those shown in shareholder reports due to time of availability
and use of estimates):
Gross income earned by the Fund
from securities lending activities |
|
Fees and/or compensation paid by the Fund
for securities lending activities and related services |
|
Fees paid to
Securities Lending Agent from revenue split |
|
Fees paid for
any cash collateral management service (including fees deducted from a pooled
cash collateral reinvestment vehicle) not included in a revenue split
|
|
Administrative
fees not included in a revenue split |
|
Indemnification
fees not included in a revenue split |
|
Rebate (paid to
borrower) |
|
Other fees not
included above |
|
Aggregate fees/compensation paid by the
Fund for securities lending activities |
|
Net income from securities lending
activities |
|
Item 13. Recovery of Erroneously Awarded Compensation.
(a)(2) Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer -
Finance and Administration, and Jeffrey White, Chief Financial Officer, Chief
Accounting Officer and Treasurer
(a)(2)(1) There were no written solicitations to
purchase securities under Rule 23c-1 under the Act sent or given during the
period covered by the report by or on behalf of the Registrant to 10 or more
persons.
(a)(2)(2) There was no change in the Registrant’s
independent public accountant during the period covered by the report.
(b) Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer -
Finance and Administration, and Jeffrey White, Chief Financial Officer, Chief
Accounting Officer and Treasurer
(c)
Pursuant
to the Securities and Exchange Commission’s Order granting relief from Section
19(b) of the Investment Company Act of 1940, the 19(a) Notices to Beneficial Owners
are attached hereto as Exhibit
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.
By S\CHRISTOPHER KINGS _________________
Chief Executive Officer - Finance and
Administration
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
By S\CHRISTOPHER KINGS _________________
Chief Executive Officer - Finance and
Administration
By S\JEFFREY WHITE______________________
Chief Financial Officer, Chief Accounting Officer
and Treasurer