The information contained under “Security Ownership of Management” on page 36 of the SAI is removed entirely and replaced as follows:
The following table provides information concerning the dollar range of equity securities owned beneficially by each Director and nominee for election as Director as of December 31, 2021:
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Name of Director/Nominee | | Dollar Range(1) of Equity Securities in the Fund | | | Aggregate Dollar Range(1) of Equity Securities in all Funds Overseen by Director/Nominee in Family of Investment Companies(2) | |
NON-INTERESTED DIRECTORS | | | | | | | | |
Robert D. Agdern | | | C | | | | C | |
Carol L. Colman | | | C | | | | E | |
Daniel P. Cronin | | | C | | | | E | |
Paolo M. Cucchi | | | A | | | | C | |
William R. Hutchinson(3) | | | D | | | | E | |
Eileen A. Kamerick | | | B | | | | E | |
Nisha Kumar | | | A | | | | A | |
INTERESTEDDIRECTOR | | | | | | | | |
Jane E. Trust | | | A | | | | E | |
(1) | The dollar ranges are as follows: “A” = None; “B” = $1-$10,000; “C” = $10,001-$50,000; “D” = $50,001-$100,000; “E” = Over $100,000. |
(2) | The term, “Family of Investment Companies”, means any two or more registered investment companies that share the same investment adviser or principal underwriter or hold themselves out to investors as related companies for purposes of investment and investor services. |
(3) | Mr. Hutchinson passed away on October 28, 2022 and is no longer a member of the Board as of such date. |
At September 1, 2022, the nominees, Directors and officers of the Fund as a group beneficially owned less than 1% of the outstanding shares of the Fund’s Common Stock.
No Director or nominee for election as Director who is not an “interested person” of the Fund as defined in the 1940 Act, nor any immediate family members, to the best of the Fund’s knowledge, had any interest in the Fund’s investment adviser, or any person or entity (other than the Fund) directly or indirectly controlling, controlled by, or under common control with Franklin Resources, Inc. as of December 31, 2021.
The information contained under “Compensation of Directors” on page 37 of the SAI is removed entirely and replaced as follows:
Under the federal securities laws, and in connection with the Meeting, the Fund is required to provide to stockholders in connection with the Meeting information regarding compensation paid to the Directors by the Fund, as well as by the various other investment companies advised by LMPFA. The following table provides information concerning the compensation paid to each Director by the Fund during the fiscal year ended December 31, 2021 and the total compensation paid to each Director during the calendar year ended December 31, 2021. The Directors listed below are members of the Fund’s Audit, Nominating, Compensation and Pricing and Valuation Committees, as well as committees of the boards of certain other investment companies advised by LMPFA. Accordingly, the amounts provided in the table include compensation for service on all such committees. The Fund does not provide any pension or retirement benefits to Directors. In addition, no remuneration was paid during the fiscal year ended December 31, 2021 by the Fund to Ms. Trust who is an “interested person” as defined in the 1940 Act.
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Name of Directors | | Aggregate Compensation from the Fund for Fiscal Year Ended 12/31/21 ($) | | | Total Compensation from the Fund and Fund Complex(1) for Calendar Year Ended 12/31/21 ($) | |
Directorships(2) | | | | | | | | |
Robert D. Agdern | | | 7,506 | | | | 284,000 | |
Carol L. Colman | | | 8,045 | | | | 304,000 | |
Daniel P. Cronin | | | 7,911 | | | | 299,000 | |
Paolo M. Cucchi | | | 7,506 | | | | 284,000 | |
William R. Hutchinson(3) | | | 8,988 | | | | 341,000 | |
Eileen A. Kamerick | | | 8,449 | | | | 319,000 | |
Nisha Kumar | | | 7,506 | | | | 284,000 | |