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 811-03143
Templeton Global Smaller Companies Fund
(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: 8/31
Date of reporting period: 8/31/18
Item 1. | Reports to Stockholders. |
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| | Annual Report and Shareholder Letter August 31, 2018 |
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Franklin Templeton Investments
Why choose Franklin Templeton Investments?
Successful investing begins with ambition. And achievement only comes when you reach for it. That’s why we continually strive to deliver better outcomes for investors. No matter what your goals are, our deep, global investment expertise allows us to offer solutions that can help.
During our more than 70 years of experience, we’ve managed through all kinds of markets—up, down and those in between. We’re always preparing for what may come next. It’s because of this, combined with our strength as one of the world’s largest asset managers that we’ve earned the trust of millions of investors around the world.
Dear Shareholder:
During the 12 months ended August 31, 2018, global markets reflected investor optimism about global economic growth amid higher crude oil prices, continued monetary easing by the European Central Bank and U.S. tax reform. Corporate earnings also increased throughout the period, with many companies exceeding their earnings guidance and reporting increased sales and better operating profit margins. However, investor sentiment was dampened at times by Korean peninsula tensions, U.S. and global trade uncertainties, and worries that central banks could raise interest rates due to strong economic growth and rising inflation in the U.S. and other countries. In this environment, small capitalization stocks in global developed and emerging markets generated strong returns, as measured by the MSCI All Country World Index Small Cap Index.
We are committed to our long-term perspective and disciplined investment approach as we conduct a rigorous, fundamental analysis of securities with a regular emphasis on investment risk management.
Historically, patient investors have achieved rewarding results by evaluating their goals, diversifying their assets globally and maintaining a disciplined investment program, all hallmarks of the Templeton investment philosophy developed more than 60 years ago. We continue to recommend investors consult their financial advisors and review their portfolios to design a
long-term strategy and portfolio allocation that meet their individual needs, goals and risk tolerance.
Templeton Global Smaller Companies Fund’s annual report includes more detail about prevailing conditions and a discussion about investment decisions during the period. Please remember all securities markets fluctuate, as do mutual fund share prices.
We thank you for investing with Franklin Templeton, welcome your questions and comments, and look forward to serving your investment needs in the years ahead.
Sincerely,
Norman J. Boersma, CFA
President and Chief Executive Officer –
Investment Management
Templeton Global Smaller Companies Fund
This letter reflects our analysis and opinions as of August 31, 2018, unless otherwise indicated. The information is not a complete analysis of every aspect of any market, country, industry, security or fund. Statements of fact are from sources considered reliable.
CFA® is a trademark owned by CFA Institute.
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| | Not FDIC Insured | May Lose Value | No Bank Guarantee |
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Visit franklintempleton.com for fund updates, to access your account, or to find helpful financial planning tools.
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Annual Report
Templeton Global Smaller Companies Fund
This annual report for Templeton Global Smaller Companies Fund covers the fiscal year ended August 31, 2018. The reorganization of Templeton Foreign Smaller Companies Fund, as approved by shareholders, was completed on June 1, 2018. Shares of Templeton Foreign Smaller Companies Fund share classes A, C, R6 and Advisor were exchanged for shares in Templeton Global Smaller Companies Fund share classes A, C, R6 and Advisor, respectively. We welcome the former shareholders of Templeton Foreign Smaller Companies Fund who now own shares of Templeton Global Smaller Companies Fund.
Your Fund’s Goal and Main Investments
The Fund seeks to achieve long-term capital growth. Under normal market conditions, the Fund invests at least 80% of its net assets in equity securities of smaller companies located anywhere in the world. The Fund may invest a significant amount of its assets in the securities of companies located in emerging markets, will invest its assets in issuers located in at least three different countries (including the U.S.) and will invest at least 40% of its net assets in foreign securities.
Performance Overview
For the 12 months under review, the Fund’s Class A shares posted a +9.23% cumulative total return. In comparison, the MSCI All Country World Index (ACWI) Small Cap Index, which measures performance of small capitalization companies in global developed and emerging markets, generated a +14.78% total return.1 Please note index performance information is provided for reference and we do not attempt to track the index but rather undertake investments on the basis of fundamental research. You can find the Fund’s long-term performance data in the Performance Summary beginning on page 7.
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
Geographic Composition
Based on Total Net Assets as of 8/31/18
shown. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.
Economic and Market Overview
The global economy expanded during the 12-month period under review amid generally upbeat economic data across regions. In this environment, the MSCI ACWI, which measures performance of global developed and emerging market stocks, reached a new all-time high in January 2018 and generated a +11.99% total return for the 12 months ended August 31, 2018.1 Global markets were aided by higher crude oil prices, the European Central Bank’s (ECB’s) extension of its monetary easing program, the passage of the U.S. tax reform bill and encouraging corporate earnings reports.
However, global markets reflected investor concerns about tensions in the Korean peninsula at certain times during the period and political uncertainties in the U.S. and the European Union (EU), as well as worries that strong economic growth and rising inflation in the U.S. and other countries would lead central banks to increase interest rates sooner than expected. Markets were further pressured by the Trump administration’s protectionist trade policies, U.S. trade disputes with its allies and China, and fears of tighter regulation in the information technology sector. A sudden decrease in the Turkish lira’s value in August also hurt investor confidence, particularly in
1. Source: Morningstar.
The index is unmanaged and includes reinvestment of any income or distributions. The index does not reflect any fees, expenses or sales charges. One cannot invest directly in an index, and an index is not representative of the Fund’s portfolio.
The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments (SOI).
The SOI begins on page 15.
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
emerging markets. But investors were encouraged by an overall easing of tensions in the Korean peninsula in the latter part of the period, a U.S.-EU agreement to try to reduce trade barriers, and a trade deal between the U.S. and Mexico near period-end.
The U.S. economy grew during the 12 months under review. After moderating for three consecutive quarters, the economy grew faster in 2018’s second quarter, driven by consumer spending, business investment, exports and government spending. The unemployment rate declined from 4.4% in August 2017, as reported at the beginning of the 12-month period, to 3.9% at period-end.2 Annual inflation, as measured by the Consumer Price Index, increased from 1.9% in August 2017, as reported at the beginning of the period, to 2.7% at period-end.2 The U.S. Federal Reserve (Fed) began reducing its balance sheet in October 2017 and raised its target range for the federal funds rate three times during the period to 1.75%–2.00%. In August 2018, Fed Chair Jerome Powell reiterated the Fed’s intention to gradually raise interest rates.
Top 10 Countries
8/31/18
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| | % of Total Net Assets |
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U.S. | | 32.5% |
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Japan | | 10.4% |
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Germany | | 5.8% |
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Canada | | 5.0% |
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U.K. | | 4.9% |
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Taiwan | | 4.2% |
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Italy | | 4.2% |
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Finland | | 3.6% |
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Switzerland | | 3.5% |
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Sweden | | 3.3% |
In Europe, the U.K.’s quarterly economic growth moderated in 2018’s first quarter but accelerated in the second quarter. The Bank of England raised its key policy rate twice during the period. The eurozone’s quarterly growth moderated in 2018’s first quarter and remained stable in the second quarter. The bloc’s annual inflation rate ended the period higher than in August 2017. The ECB kept its benchmark interest rate unchanged during the period. However, at its October 2017 meeting, the ECB extended the time frame for its bond-buying program from December 2017 to at least September 2018, while reducing the amount of monthly bond purchases in half beginning in January 2018. In June, the ECB announced it would further reduce its monthly bond purchases beginning in
October 2018, and indicated it would conclude the program at the end of 2018, while keeping interest rates unchanged through at least the summer of 2019.
In Asia, Japan’s quarterly gross domestic product (GDP) contracted in 2018’s first quarter but expanded in the second quarter. The Bank of Japan left its benchmark interest rate unchanged during the period and continued its monetary stimulus measures.
In emerging markets, Brazil’s quarterly GDP growth accelerated in 2018’s first and second quarters. The country’s central bank cut its benchmark interest rate several times during the period to spur economic growth. Russia’s annual GDP growth rate slowed in 2017’s fourth quarter but accelerated in 2018’s first and second quarters, amid the Bank of Russia’s continued policy support. China’s annual GDP moderated in 2018’s second quarter, after growing at a stable rate in the previous two quarters. The People’s Bank of China left its benchmark interest rate unchanged during the period, but it took measures to improve financial liquidity to mitigate the negative effects of the U.S.-China trade dispute and support economic growth. Overall, emerging market stocks, as measured by the MSCI Emerging Markets Index, declined during the period.
Investment Strategy
When choosing equity investments for the Fund, we apply a bottom-up, value-oriented, long-term approach, focusing on the market price of a company’s securities relative to our evaluation of the company’s long-term earnings, asset value and cash flow potential. We also consider the company’s price/earnings ratio, profit margins and liquidation value. We may consider selling a security when we believe the security has become overvalued due to either its price appreciation or changes in the company’s fundamentals, when we believe that the market capitalization of a security has become too large, or when we believe another security is a more attractive investment opportunity.
Manager’s Discussion
Several holdings performed well during the 12-month period under review. U.S.-based Freshpet is an innovator in the North American pet industry, with refrigerated units at the end of pet supply aisles offering fresh, protein-based and unprocessed food offerings for cats and dogs. A growing retail presence and quality improvements in its refrigerators over the past two
2. Source: U.S. Bureau of Labor Statistics.
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
years led to strong operational and share-price performance during the period.
U.S.-based Simpson Manufacturing produces connectors, fasteners and epoxy products for construction markets. With a significant U.S. market share, Simpson is the market leader in the structural connectors market. Additionally, Simpson’s connector content per home start (the amount of its products needed in the construction of new homes) has more than doubled since 2005. The company benefited from rising U.S. housing starts during the period.
Capcom is a small-capitalization game software developer based in Japan.3 Sales of packaged games, downloadable games for consoles, PC games and mobile games are its main earnings drivers. During the period, Capcom released the best-selling game in company history, “Monster Hunter: World,” which led to strong share-price performance. Looking ahead, management plans to actively seek partnerships in mobile to leverage its intellectual property, a key component of our investment thesis.
The portfolio also had some holdings that did not perform well during the period. The shares of IDOM, Japan’s largest specialist in used-car purchasing, fell due to weak financial results. Looking at the longer term, we believe IDOM could benefit from the growing structural and demographical demand for used cars in Japan, which is still low compared to the U.S. IDOM’s larger scale also gives it a competitive advantage when it comes to the company’s ability to grow its dealership network in Japan.
M. Dias Branco is Brazil’s market leader in cookies and crackers. Despite the stock’s short-term decline, we believe the company’s market-leading brands and the significant competitive advantages it has developed by vertically integrating and slowly developing distribution across Brazil can lead to strong share-price performance over our long-term investment horizon.
Shares of Alamos Gold,3 a Toronto-based gold mining company, slipped in value during the period due to concerns over gold prices and the company’s costly merger with Richmont Mines4 in 2017. We believe the merger will benefit the company over the longer term and that Alamos’ strong balance sheet and exposure to safe mining jurisdictions offers a lower-risk vehicle for gold-price exposure.
Top 10 Holdings
8/31/18
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Company Sector/Industry, Country | | % of Total Net Assets | |
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Amer Sports OYJ Leisure Products, Finland | | | 2.0% | |
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AllianceBernstein Holding LP Capital Markets, U.S. | | | 2.0% | |
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Columbia Sportswear Co. Textiles, Apparel & Luxury Goods, U.S. | | | 1.9% | |
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Hillenbrand Inc. Machinery, U.S. | | | 1.9% | |
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Knowles Corp. Electronic Equipment, Instruments & Components, U.S. | | | 1.9% | |
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Techtronic Industries Co. Ltd. Household Durables, Hong Kong | | | 1.9% | |
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The Thule Group AB Leisure Products, Sweden | | | 1.9% | |
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Tsumura & Co. Pharmaceuticals, Japan | | | 1.8% | |
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Ferro Corp. Chemicals, U.S. | | | 1.7% | |
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Interpump Group SpA Machinery, Italy | | | 1.7% | |
It is important to recognize the effect of currency movements on the Fund’s performance. In general, if the value of the U.S. dollar goes up compared with a foreign currency, an investment traded in that foreign currency will go down in value because it will be worth fewer U.S. dollars. This can have a negative effect on Fund performance. Conversely, when the U.S. dollar weakens in relation to a foreign currency, an investment traded in that foreign currency will increase in value, which can contribute to Fund performance. For the 12 months ended August 31, 2018, the U.S. dollar rose in value relative to most currencies. As a result, the Fund’s performance was negatively affected by the portfolio’s substantial investment in securities with non-U.S. currency exposure.
3. Not held at period-end.
4. Not a Fund holding.
See www.franklintempletondatasources.com for additional data provider information.
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
Thank you for your continued participation in Templeton Global Smaller Companies Fund. We look forward to serving your future investment needs.
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| | Harlan B. Hodes, CPA |
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| | David Tuttle, CFA |
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| | Portfolio Management Team |
The foregoing information reflects our analysis, opinions and portfolio holdings as of August 31, 2018, 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.
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
Performance Summary as of August 31, 2018
The performance table and graphs do 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. Total return reflects reinvestment of the Fund’s dividends and capital gain distributions, if any, and any unrealized gains or losses. Your dividend income will vary depending on dividends or interest paid by securities in the Fund’s portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities.
Performance as of 8/31/181
Cumulative total return excludes sales charges. Average annual total return includes maximum sales charges. Sales charges will vary depending on the size of the investment and the class of share purchased. The maximum is 5.75% and the minimum is 0%. Class A: 5.75% maximum initial sales charge; Advisor Class: no sales charges. For other share classes, visit franklintempleton.com.
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Share Class | | Cumulative Total Return2 | | | Average Annual Total Return3 | |
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A | | | | | | | | |
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1-Year | | | +9.23% | | | | +2.91% | |
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5-Year | | | +42.09% | | | | +6.01% | |
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10-Year | | | +95.67% | | | | +6.30% | |
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Advisor | | | | | | | | |
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1-Year | | | +9.50% | | | | +9.50% | |
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5-Year | | | +43.84% | | | | +7.54% | |
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10-Year | | | +100.53% | | | | +7.21% | |
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. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.
See page 9 for Performance Summary footnotes.
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
PERFORMANCE SUMMARY
Total Return Index Comparison for a Hypothetical $10,000 Investment1
Total return represents the change in value of an investment over the periods shown. It includes any applicable maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index.
Class A (9/1/08–8/31/18)
Advisor Class (9/1/08–8/31/18)
See page 9 for Performance Summary footnotes.
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
PERFORMANCE SUMMARY
Distributions (9/1/17–8/31/18)
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Share Class | | Net Investment Income | | | Short-Term Capital Gain | | | Long-Term Capital Gain | | | Total |
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A | | | $0.0653 | | | | $0.0231 | | | | $0.3620 | | | $0.4504 |
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C | | | $ — | | | | $0.0231 | | | | $0.3620 | | | $0.3851 |
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R6 | | | $0.1101 | | | | $0.0231 | | | | $0.3620 | | | $0.4952 |
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Advisor | | | $0.0747 | | | | $0.0231 | | | | $0.3620 | | | $0.4598 |
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Total Annual Operating Expenses5 |
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Share Class | | With Waiver | | | Without Waiver | | | | | | |
A | | | 1.37% | | | | 1.38% | | | | | | | |
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Advisor | | | 1.12% | | | | 1.13% | | | | | | | |
Each class of shares is available to certain eligible investors and has different annual fees and expenses, as described in the prospectus.
All investments involve risks, including possible loss of principal. Smaller, midsized and relatively new or unseasoned companies can be particularly sensitive to changing economic conditions, and their prospects for growth are less certain than those of larger, more established companies. In addition, smaller company stocks have historically exhibited greater price volatility than larger company stocks, particularly over the short term. Special risks are associated with foreign investing, including currency fluctuations, economic instability and political developments. Investments in emerging markets involve heightened risks related to the same factors, in addition to those associated with these markets’ smaller size and lesser liquidity. The Fund is actively managed but there is no guarantee that the manager’s investment decisions will produce the desired results. The Fund’s prospectus also includes a description of the main investment risks.
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 12/31/18. Fund investment results reflect the fee waiver; without this waiver, the results would have been lower.
2. Cumulative total return represents the change in value of an investment over the periods indicated.
3. Average annual total return represents the average annual change in value of an investment over the periods indicated. Return for less than one year, if any, has not been annualized.
4. Source: Morningstar. The MSCI ACWI Small Cap Index is a free float-adjusted, market capitalization-weighted index designed to measure performance of small cap equity securities of global developed and emerging markets.
5. Figures are as stated in the Fund’s current prospectus and may differ from the expenses ratios disclosed in the Your Fund’s Expenses and Financial Highlights sections in this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown.
See www.franklintempletondatasources.com for additional data provider information.
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
Your Fund’s Expenses
As a Fund shareholder, you can incur two types of costs: (1) transaction costs, including sales charges (loads) on Fund purchases and redemptions; and (2) ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The table below shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated.
Actual Fund Expenses
The table below provides information about actual account values and actual expenses in the columns under the heading “Actual.” In these columns the Fund’s actual return, which includes the effect of Fund expenses, is used to calculate the “Ending Account Value” for each class of shares. You can estimate the expenses you paid during the period by following these steps (of course, your account value and expenses will differ from those in this illustration): Divide your account value by $1,000 (if your account had an $8,600 value, then $8,600 ÷ $1,000 = 8.6). Then multiply the result by the number in the row for your class of shares under the headings “Actual” and “Expenses Paid During Period” (if Actual Expenses Paid During Period were $7.50, then 8.6 x $7.50 = $64.50). In this illustration, the actual expenses paid this period are $64.50.
Hypothetical Example for Comparison with Other Funds
Under the heading “Hypothetical” in the table, information is provided about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. This information may not be used to estimate the actual ending account balance or expenses you paid for the period, but it can help you compare ongoing costs of investing in the Fund with those of other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that expenses shown in the table are meant to highlight ongoing costs and do not reflect any transactional costs. Therefore, information under the heading “Hypothetical” is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transactional costs were included, your total costs would have been higher.
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| | | | | | Actual (actual return after expenses) | | | | Hypothetical (5% annual return before expenses) | | | | |
| | | | | | | | Expenses | | | | | | Expenses | | | | Net |
| | Beginning | | | | Ending | | Paid During | | | | Ending | | Paid During | | | | Annualized |
Share | | Account | | | | Account | | Period | | | | Account | | Period | | | | Expense |
Class | | Value 3/1/18 | | | | Value 8/31/18 | | 3/1/18–8/31/181,2 | | | | Value 8/31/18 | | 3/1/18–8/31/181,2 | | | | Ratio2 |
A | | $1,000 | | | | $987.60 | | $ 6.71 | | | | $1,018.45 | | $ 6.82 | | | | 1.34% |
C | | $1,000 | | | | $985.00 | | $10.46 | | | | $1,014.67 | | $10.61 | | | | 2.09% |
R6 | | $1,000 | | | | $989.60 | | $ 4.71 | | | | $1,020.47 | | $ 4.79 | | | | 0.94% |
Advisor | | $1,000 | | | | $988.60 | | $ 5.46 | | | | $1,019.71 | | $ 5.55 | | | | 1.09% |
1. Expenses are equal to the annualized expense ratio for the six-month period as indicated above—in the far right column—multiplied by the simple average account value over the period indicated, and then multiplied by 184/365 to reflect the one-half year period.
2. Reflects expenses after fee waivers and expense reimbursements. Does not include acquired fund fees and expenses.
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
Financial Highlights
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| | Year Ended August 31, | |
| | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2014 | |
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Class A | | | | | | | | | | | | | | | | | | | | |
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Per share operating performance (for a share outstanding throughout the year) | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net asset value, beginning of year | | | $ 9.92 | | | | $ 8.63 | | | | $ 8.32 | | | | $ 9.20 | | | | $7.81 | |
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Income from investment operationsa: | | | | | | | | | | | | | | | | | | | | |
Net investment incomeb | | | 0.07 | | | | 0.06 | | | | 0.04 | | | | 0.05 | | | | 0.03 | |
Net realized and unrealized gains (losses) | | | 0.86 | | | | 1.29 | | | | 0.29 | | | | (0.83 | ) | | | 1.38 | |
| | | | | |
Total from investment operations | | | 0.93 | | | | 1.35 | | | | 0.33 | | | | (0.78 | ) | | | 1.41 | |
| | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.07 | ) | | | (0.03 | ) | | | (0.02 | ) | | | (0.04 | ) | | | (0.02 | ) |
Net realized gains | | | (0.39 | ) | | | (0.03 | ) | | | — | | | | (0.06 | ) | | | — | |
| | | | | |
Total distributions | | | (0.46 | ) | | | (0.06 | ) | | | (0.02 | ) | | | (0.10 | ) | | | (0.02 | ) |
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Net asset value, end of year | | | $10.39 | | | | $ 9.92 | | | | $ 8.63 | | | | $ 8.32 | | | | $ 9.20 | |
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Total returnc | | | 9.23% | | | | 15.73% | | | | 3.95% | | | | (8.44)% | | | | 18.09% | |
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Ratios to average net assets | | | | | | | | | | | | | | | | | | | | |
Expenses before waiver and payments by affiliates | | | 1.33% | | | | 1.40% | | | | 1.42% | | | | 1.38% | | | | 1.34% | |
Expenses net of waiver and payments by affiliates | | | 1.33% | d,e | | | 1.39% | d | | | 1.41% | | | | 1.38% | e | | | 1.34% | |
Net investment income | | | 0.72% | | | | 0.65% | | | | 0.47% | | | | 0.52% | | | | 0.28% | |
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Supplemental data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000’s) | | | $1,177,880 | | | | $1,049,481 | | | | $1,020,120 | | | | $960,417 | | | | $1,082,873 | |
Portfolio turnover rate | | | 32.61% | | | | 23.49% | | | | 28.73% | | | | 22.16% | | | | 25.64% | |
aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.
bBased on average daily shares outstanding.
cTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable.
dBenefit of expense reduction rounds to less than 0.01%.
eBenefit of waiver and payments by affiliates rounds to less than 0.01%.
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franklintempleton.com | | The accompanying notes are an integral part of these financial statements. | Annual Report | | 11 |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
FINANCIAL HIGHLIGHTS
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended August 31, | |
| | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2014 | |
| | | | | |
Class C | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Per share operating performance | | | | | | | | | | | | | | | | | | | | |
(for a share outstanding throughout the year) | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net asset value, beginning of year | | | $ 9.41 | | | | $ 8.22 | | | | $ 7.97 | | | | $ 8.83 | | | | $ 7.53 | |
| | | | | |
Income from investment operationsa: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)b | | | (— | )c | | | (0.01 | ) | | | (0.02 | ) | | | (0.02 | ) | | | (0.04 | ) |
Net realized and unrealized gains (losses) | | | 0.80 | | | | 1.23 | | | | 0.27 | | | | (0.78 | ) | | | 1.34 | |
| | | | | |
Total from investment operations | | | 0.80 | | | | 1.22 | | | | 0.25 | | | | (0.80 | ) | | | 1.30 | |
| | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | — | | | | — | | | | — | |
Net realized gains | | | (0.39 | ) | | | (0.03 | ) | | | — | | | | (0.06 | ) | | | — | |
| | | | | |
Total distributions | | | (0.39 | ) | | | (0.03 | ) | | | — | | | | (0.06 | ) | | | — | |
| | | | | |
Net asset value, end of year | | | $ 9.82 | | | | $ 9.41 | | | | $ 8.22 | | | | $ 7.97 | | | | $ 8.83 | |
| | | | | |
Total returnd | | | 8.39% | | | | 14.88% | | | | 3.14% | | | | (9.06)% | | | | 17.26% | |
| | | | | |
Ratios to average net assets | | | | | | | | | | | | | | | | | | | | |
Expenses before waiver and payments by affiliates | | | 2.08% | | | | 2.15% | | | | 2.17% | | | | 2.13% | | | | 2.09% | |
Expenses net of waiver and payments by affiliates | | | 2.08% | e,f | | | 2.14% | e | | | 2.16% | | | | 2.13% | f | | | 2.09% | |
Net investment income (loss) | | | (0.03)% | | | | (0.10)% | | | | (0.28)% | | | | (0.23)% | | | | (0.47)% | |
| | | | | |
Supplemental data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000’s) | | | $38,345 | | | | $30,579 | | | | $33,802 | | | | $36,829 | | | | $47,636 | |
Portfolio turnover rate | | | 32.61% | | | | 23.49% | | | | 28.73% | | | | 22.16% | | | | 25.64% | |
aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.
bBased on average daily shares outstanding.
cAmount rounds to less than $0.01 per share.
dTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable.
eBenefit of expense reduction rounds to less than 0.01%.
fBenefit of waiver and payments by affiliates rounds to less than 0.01%.
| | | | |
| | |
12 | | Annual Report | The accompanying notes are an integral part of these financial statements. | | franklintempleton.com |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
FINANCIAL HIGHLIGHTS
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended August 31, | |
| | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2014 | |
| | | | | |
Class R6 | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Per share operating performance (for a share outstanding throughout the year) | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net asset value, beginning of year | | | $ 9.97 | | | | $ 8.68 | | | | $ 8.37 | | | | $ 9.25 | | | | $ 7.84 | |
| | | | | |
Income from investment operationsa: | | | | | | | | | | | | | | | | | | | | |
Net investment incomeb | | | 0.13 | | | | 0.10 | | | | 0.08 | | | | 0.08 | | | | 0.09 | |
Net realized and unrealized gains (losses) | | | 0.84 | | | | 1.29 | | | | 0.28 | | | | (0.82 | ) | | | 1.38 | |
| | | | | |
Total from investment operations | | | 0.97 | | | | 1.39 | | | | 0.36 | | | | (0.74 | ) | | | 1.47 | |
| | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.11 | ) | | | (0.07 | ) | | | (0.05 | ) | | | (0.08 | ) | | | (0.06 | ) |
Net realized gains | | | (0.39 | ) | | | (0.03 | ) | | | — | | | | (0.06 | ) | | | — | |
| | | | | |
Total distributions | | | (0.50 | ) | | | (0.10 | ) | | | (0.05 | ) | | | (0.14 | ) | | | (0.06 | ) |
| | | | | |
Net asset value, end of year | | | $10.44 | | | | $ 9.97 | | | | $ 8.68 | | | | $ 8.37 | | | | $ 9.25 | |
| | | | | |
Total return | | | 9.65% | | | | 16.18% | | | | 4.42% | | | | (7.99)% | | | | 18.72% | |
| | | | | |
Ratios to average net assets | | | | | | | | | | | | | | | | | | | | |
Expenses before waiver and payments by affiliates | | | 0.95% | | | | 0.96% | | | | 0.95% | | | | 0.94% | | | | 0.92% | |
Expenses net of waiver and payments by affiliates | | | 0.94% | c | | | 0.93% | c | | | 0.94% | | | | 0.94% | d | | | 0.92% | |
Net investment income | | | 1.11% | | | | 1.11% | | | | 0.94% | | | | 0.96% | | | | 0.70% | |
| | | | | |
Supplemental data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000’s) | | | $101,384 | | | | $22,318 | | | | $20,690 | | | | $22,148 | | | | $26,371 | |
Portfolio turnover rate | | | 32.61% | | | | 23.49% | | | | 28.73% | | | | 22.16% | | | | 25.64% | |
aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.
bBased on average daily shares outstanding.
cBenefit of expense reduction rounds to less than 0.01%.
dBenefit of waiver and payments by affiliates rounds to less than 0.01%.
| | | | |
| | |
franklintempleton.com | | The accompanying notes are an integral part of these financial statements. | Annual Report | | 13 |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
FINANCIAL HIGHLIGHTS
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended August 31, | |
| | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2014 | |
| | | | | |
Advisor Class | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Per share operating performance | | | | | | | | | | | | | | | | | | | | |
(for a share outstanding throughout the year) | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net asset value, beginning of year | | | $ 9.97 | | | | $ 8.67 | | | | $ 8.36 | | | | $ 9.24 | | | | $ 7.84 | |
| | | | | |
Income from investment operationsa: | | | | | | | | | | | | | | | | | | | | |
Net investment incomeb | | | 0.09 | | | | 0.09 | | | | 0.06 | | | | 0.07 | | | | 0.03 | |
Net realized and unrealized gains (losses) | | | 0.85 | | | | 1.30 | | | | 0.29 | | | | (0.83 | ) | | | 1.41 | |
| | | | | |
Total from investment operations | | | 0.94 | | | | 1.39 | | | | 0.35 | | | | (0.76 | ) | | | 1.44 | |
| | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.07 | ) | | | (0.06 | ) | | | (0.04 | ) | | | (0.06 | ) | | | (0.04 | ) |
Net realized gains | | | (0.39 | ) | | | (0.03 | ) | | | — | | | | (0.06 | ) | | | — | |
| | | | | |
Total distributions | | | (0.46 | ) | | | (0.09 | ) | | | (0.04 | ) | | | (0.12 | ) | | | (0.04 | ) |
| | | | | |
Net asset value, end of year | | | $10.45 | | | | $ 9.97 | | | | $ 8.67 | | | | $ 8.36 | | | | $ 9.24 | |
| | | | | |
Total return | | | 9.50% | | | | 16.02% | | | | 4.18% | | | | (8.21)% | | | | 18.40% | |
| | | | | |
Ratios to average net assets | | | | | | | | | | | | | | | | | | | | |
Expenses before waiver and payments by affiliates | | | 1.08% | | | | 1.15% | | | | 1.17% | | | | 1.13% | | | | 1.09% | |
Expenses net of waiver and payments by affiliates | | | 1.08% | c,d | | | 1.14% | c | | | 1.16% | | | | 1.13% | d | | | 1.09% | |
Net investment income | | | 0.97% | | | | 0.90% | | | | 0.72% | | | | 0.77% | | | | 0.53% | |
| | | | | |
Supplemental data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000’s) | | | $81,450 | | | | $108,279 | | | | $50,213 | | | | $42,778 | | | | $62,955 | |
Portfolio turnover rate | | | 32.61% | | | | 23.49% | | | | 28.73% | | | | 22.16% | | | | 25.64% | |
aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.
bBased on average daily shares outstanding.
cBenefit of expense reduction rounds to less than 0.01%.
dBenefit of waiver and payments by affiliates rounds to less than 0.01%.
| | | | |
| | |
14 | | Annual Report | The accompanying notes are an integral part of these financial statements. | | franklintempleton.com |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
Statement of Investments, August 31, 2018
| | | | | | | | | | | | |
| | Industry | | | Shares/ Units | | | Value | |
Common Stocks and Other Equity Interests 92.6% | | | | | |
Belgium 2.0% | | | | | | | | | | | | |
Barco NV | |
| Electronic Equipment, Instruments & Components | | | | 146,444 | | | $ | 20,121,007 | |
Ontex Group NV | | | Personal Products | | | | 287,637 | | | | 8,251,248 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 28,372,255 | |
| | | | | | | | | | | | |
Brazil 1.5% | | | | | | | | | | | | |
Camil Alimentos SA | | | Food Products | | | | 6,991,600 | | | | 11,834,571 | |
M. Dias Branco SA | | | Food Products | | | | 893,800 | | | | 9,304,026 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 21,138,597 | |
| | | | | | | | | | | | |
Canada 5.0% | | | | | | | | | | | | |
aBadger Daylighting Ltd. | | | Construction & Engineering | | | | 814,100 | | | | 18,093,883 | |
Canaccord Genuity Group Inc. | | | Capital Markets | | | | 2,940,600 | | | | 15,882,957 | |
bCanada Goose Holdings Inc. | | | Textiles, Apparel & Luxury Goods | | | | 114,900 | | | | 6,978,068 | |
Mullen Group Ltd. | | | Energy Equipment & Services | | | | 1,009,300 | | | | 12,426,318 | |
The North West Co. Inc. | | | Food & Staples Retailing | | | | 308,200 | | | | 6,816,881 | |
Shawcor Ltd. | | | Energy Equipment & Services | | | | 442,400 | | | | 9,300,483 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 69,498,590 | |
| | | | | | | | | | | | |
China 0.6% | | | | | | | | | | | | |
Brilliance China Automotive Holdings Ltd. | | | Automobiles | | | | 5,028,000 | | | | 7,968,751 | |
| | | | | | | | | | | | |
Colombia 1.0% | | | | | | | | | | | | |
bGran Tierra Energy Inc. | | | Oil, Gas & Consumable Fuels | | | | 4,194,200 | | | | 14,492,122 | |
| | | | | | | | | | | | |
Denmark 0.5% | | | | | | | | | | | | |
bNilfisk Holding AS | | | Machinery | | | | 151,447 | | | | 7,355,458 | |
| | | | | | | | | | | | |
Finland 3.6% | | | | | | | | | | | | |
Amer Sports OYJ | | | Leisure Products | | | | 827,456 | | | | 27,798,406 | |
Huhtamaki OYJ | | | Containers & Packaging | | | | 615,122 | | | | 22,021,295 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 49,819,701 | |
| | | | | | | | | | | | |
Germany 5.8% | | | | | | | | | | | | |
Gerresheimer AG | | | Life Sciences Tools & Services | | | | 235,015 | | | | 19,636,067 | |
Grand City Properties SA | |
| Real Estate Management & Development | | | | 652,387 | | | | 17,790,968 | |
Jenoptik AG | |
| Electronic Equipment, Instruments & Components | | | | 495,940 | | | | 19,486,889 | |
Rational AG | | | Machinery | | | | 14,086 | | | | 11,229,769 | |
bzooplus AG | | | Internet & Direct Marketing Retail | | | | 78,133 | | | | 12,847,859 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 80,991,552 | |
| | | | | | | | | | | | |
Hong Kong 3.1% | | | | | | | | | | | | |
Johnson Electric Holdings Ltd. | | | Electrical Equipment | | | | 3,337,500 | | | | 9,779,659 | |
Techtronic Industries Co. Ltd. | | | Household Durables | | | | 4,344,790 | | | | 26,569,577 | |
Value Partners Group Ltd. | | | Capital Markets | | | | 10,307,700 | | | | 7,025,709 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 43,374,945 | |
| | | | | | | | | | | | |
India 1.5% | | | | | | | | | | | | |
DCB Bank Ltd. | | | Banks | | | | 480,000 | | | | 1,208,028 | |
Dewan Housing Finance Corp. Ltd. | | | Thrifts & Mortgage Finance | | | | 2,048,236 | | | | 19,259,274 | |
Welspun India Ltd. | | | Textiles, Apparel & Luxury Goods | | | | 234,116 | | | | 248,112 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 20,715,414 | |
| | | | | | | | | | | | |
Indonesia 0.0%† | | | | | | | | | | | | |
b,cSakari Resources Ltd. | | | Metals & Mining | | | | 1,342,000 | | | | 684,270 | |
| | | | | | | | | | | | |
| | | | |
| | |
franklintempleton.com | | Annual Report | | 15 |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
STATEMENT OF INVESTMENTS
| | | | | | | | | | | | |
| | Industry | | | Shares/ Units | | | Value | |
Common Stocks and Other Equity Interests (continued) | | | | | | | | | |
Italy 4.2% | | | | | | | | | | | | |
aAzimut Holding SpA | | | Capital Markets | | | | 208,076 | | | $ | 3,305,612 | |
Interpump Group SpA | | | Machinery | | | | 769,914 | | | | 24,230,274 | |
Technogym SpA | | | Leisure Products | | | | 2,297,989 | | | | 22,880,296 | |
aTod’s SpA | | | Textiles, Apparel & Luxury Goods | | | | 111,251 | | | | 7,713,798 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 58,129,980 | |
| | | | | | | | | | | | |
Japan 10.4% | | | | | | | | | | | | |
Asics Corp. | | | Textiles, Apparel & Luxury Goods | | | | 1,109,500 | | | | 16,596,814 | |
Bunka Shutter Co. Ltd. | | | Building Products | | | | 1,083,500 | | | | 8,045,430 | |
Dowa Holdings Co. Ltd. | | | Metals & Mining | | | | 444,200 | | | | 13,293,416 | |
Ezaki Glico Co. Ltd. | | | Food Products | | | | 135,800 | | | | 6,832,474 | |
Idec Corp. | | | Electrical Equipment | | | | 482,400 | | | | 10,094,775 | |
IDOM Inc. | | | Specialty Retail | | | | 1,813,600 | | | | 6,137,560 | |
Kobayashi Pharmaceutical Co. Ltd. | | | Personal Products | | | | 201,378 | | | | 14,463,763 | |
MEITEC Corp. | | | Professional Services | | | | 165,300 | | | | 7,974,511 | |
Morita Holdings Corp. | | | Machinery | | | | 375,900 | | | | 8,099,587 | |
Nihon Parkerizing Co. Ltd. | | | Chemicals | | | | 529,300 | | | | 7,026,844 | |
Shinoken Group Co. Ltd. | | | Real Estate Management & Development | | | | 411,200 | | | | 6,458,251 | |
TechnoPro Holdings Inc. | | | Professional Services | | | | 145,800 | | | | 9,094,046 | |
Tsumura & Co. | | | Pharmaceuticals | | | | 720,600 | | | | 24,613,447 | |
Zojirushi Corp. | | | Household Durables | | | | 555,100 | | | | 7,444,300 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 146,175,218 | |
| | | | | | | | | | | | |
Netherlands 2.1% | | | | | | | | | | | | |
Aalberts Industries NV | | | Machinery | | | | 85,400 | | | | 3,660,844 | |
Arcadis NV | | | Construction & Engineering | | | | 610,296 | | | | 10,821,570 | |
Beter Bed Holding NV | | | Specialty Retail | | | | 13,797 | | | | 87,579 | |
PostNL NV | | | Air Freight & Logistics | | | | 4,258,792 | | | | 14,272,828 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 28,842,821 | |
| | | | | | | | | | | | |
Norway 0.6% | | | | | | | | | | | | |
XXL ASA | | | Specialty Retail | | | | 1,394,403 | | | | 7,759,065 | |
| | | | | | | | | | | | |
Poland 0.9% | | | | | | | | | | | | |
CCC SA | | | Textiles, Apparel & Luxury Goods | | | | 206,506 | | | | 12,003,638 | |
| | | | | | | | | | | | |
South Korea 1.8% | | | | | | | | | | | | |
BNK Financial Group Inc. | | | Banks | | | | 1,715,645 | | | | 12,825,815 | |
DGB Financial Group Inc. | | | Banks | | | | 1,326,636 | | | | 12,188,974 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 25,014,789 | |
| | | | | | | | | | | | |
Spain 1.1% | | | | | | | | | | | | |
Construcciones y Auxiliar de Ferrocarriles SA | | | Machinery | | | | 342,899 | | | | 15,240,226 | |
| | | | | | | | | | | | |
Sweden 3.3% | | | | | | | | | | | | |
Billerudkorsnas AB | | | Containers & Packaging | | | | 500,765 | | | | 5,912,187 | |
Cloetta AB, B | | | Food Products | | | | 2,298,176 | | | | 6,893,787 | |
Dometic Group AB | | | Auto Components | | | | 838,569 | | | | 7,956,993 | |
dThe Thule Group AB, Reg S | | | Leisure Products | | | | 1,097,430 | | | | 25,985,181 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 46,748,148 | |
| | | | | | | | | | | | |
Switzerland 3.5% | | | | | | | | | | | | |
Bucher Industries AG | | | Machinery | | | | 46,681 | | | | 16,360,377 | |
Logitech International SA | | | Technology Hardware, Storage & Peripherals | | | | 306,870 | | | | 15,180,859 | |
bLuxoft Holding Inc. | | | IT Services | | | | 184,800 | | | | 8,611,680 | |
Tecan Group AG | | | Life Sciences Tools & Services | | | | 39,257 | | | | 9,377,465 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 49,530,381 | |
| | | | | | | | | | | | |
| | | | |
| | |
16 | | Annual Report | | franklintempleton.com |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
STATEMENT OF INVESTMENTS
| | | | | | | | | | |
| | Industry | | Shares/ Units | | | Value | |
| | |
Common Stocks and Other Equity Interests (continued) | | | | | | | | |
Taiwan 4.2% | | | | | | | | | | |
Chicony Electronics Co. Ltd. | | Technology Hardware, Storage & Peripherals | | | 6,221,432 | | | $ | 13,106,294 | |
Giant Manufacturing Co. Ltd. | | Leisure Products | | | 1,908,311 | | | | 8,245,596 | |
King Yuan Electronics Co. Ltd. | | Semiconductors & Semiconductor Equipment | | | 20,063,000 | | | | 14,197,525 | |
Merida Industry Co. Ltd. | | Leisure Products | | | 1,652,000 | | | | 7,946,193 | |
Tripod Technology Corp. | | Electronic Equipment, Instruments & Components | | | 5,166,000 | | | | 15,936,853 | |
| | | | | | | | | | |
| | | | | | | | | 59,432,461 | |
| | | | | | | | | | |
United Kingdom 4.9% | | | | | | | | | | |
Bellway PLC | | Household Durables | | | 145,767 | | | | 5,512,299 | |
Bovis Homes Group PLC | | Household Durables | | | 386,317 | | | | 5,632,285 | |
Greggs PLC | | Hotels, Restaurants & Leisure | | | 756,705 | | | | 10,424,329 | |
Janus Henderson Group PLC | | Capital Markets | | | 583,933 | | | | 16,496,107 | |
Man Group PLC | | Capital Markets | | | 5,554,557 | | | | 12,366,900 | |
Oxford Instruments PLC | | Electronic Equipment, Instruments & Components | | | 928,510 | | | | 11,660,002 | |
SIG PLC | | Trading Companies & Distributors | | | 4,164,436 | | | | 7,015,971 | |
| | | | | | | | | | |
| | | | | | | | | 69,107,893 | |
| | | | | | | | | | |
United States 31.0% | | | | | | | | | | |
b,eAgrofresh Solutions Inc. | | Chemicals | | | 2,901,800 | | | | 19,296,970 | |
Alamo Group Inc. | | Machinery | | | 229,510 | | | | 21,872,303 | |
AllianceBernstein Holding LP | | Capital Markets | | | 923,465 | | | | 27,750,123 | |
bBoston Beer Inc., A | | Beverages | | | 22,340 | | | | 6,772,371 | |
Columbia Sportswear Co. | | Textiles, Apparel & Luxury Goods | | | 298,250 | | | | 27,051,275 | |
bCommScope Holding Co. Inc. | | Communications Equipment | | | 640,200 | | | | 20,287,938 | |
a,bDuluth Holdings Inc. | | Internet & Direct Marketing Retail | | | 395,800 | | | | 11,454,452 | |
bFerro Corp. | | Chemicals | | | 1,109,840 | | | | 24,360,988 | |
bFreshpet Inc. | | Food Products | | | 649,000 | | | | 24,110,350 | |
bHibbett Sports Inc. | | Specialty Retail | | | 231,590 | | | | 4,759,175 | |
Hillenbrand Inc. | | Machinery | | | 528,110 | | | | 27,012,826 | |
Huntington Bancshares Inc. | | Banks | | | 1,466,399 | | | | 23,770,328 | |
Hyster-Yale Materials Handling Inc. | | Machinery | | | 178,800 | | | | 11,031,960 | |
Jones Lang LaSalle Inc. | | Real Estate Management & Development | | | 104,700 | | | | 15,968,844 | |
bKnowles Corp. | | Electronic Equipment, Instruments & Components | | | 1,485,710 | | | | 26,935,922 | |
LCI Industries | | Auto Components | | | 147,880 | | | | 13,745,446 | |
bPatrick Industries Inc. | | Building Products | | | 190,935 | | | | 12,219,840 | |
Simpson Manufacturing Co. Inc. | | Building Products | | | 280,340 | | | | 21,521,702 | |
SpartanNash Co. | | Food & Staples Retailing | | | 441,320 | | | | 9,422,182 | |
STORE Capital Corp. | | Equity Real Estate Investment Trusts (REITs) | | | 469,000 | | | | 13,511,890 | |
bTexas Capital Bancshares Inc. | | Banks | | | 63,570 | | | | 5,651,373 | |
bTrimas Corp. | | Machinery | | | 531,950 | | | | 16,330,865 | |
bTutor Perini Corp. | | Construction & Engineering | | | 767,106 | | | | 15,610,607 | |
United Insurance Holdings Corp. | | Insurance | | | 840,890 | | | | 17,515,739 | |
Winnebago Industries Inc. | | Automobiles | | | 428,510 | | | | 15,833,445 | |
| | | | | | | | | | |
| | | | | | | | | 433,798,914 | |
| | | | | | | | | | |
Total Common Stocks and Other Equity Interests (Cost $961,843,550) | | | | | | | | | 1,296,195,189 | |
| | | | | | | | | | |
| | | | |
| | |
franklintempleton.com | | Annual Report | | 17 |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
STATEMENT OF INVESTMENTS
| | | | | | | | | | |
| | Industry | | Shares | | | Value | |
| | | |
Management Investment Companies (Cost $20,120,955) 1.5% | | | | | | | | | | |
United States 1.5% | | | | | | | | | | |
iShares Russell 1000 ETF | | Diversified Financial Services | | | 131,200 | | | $ | 21,232,096 | |
| | | | | | | | | | |
Preferred Stocks (Cost $8,434,507) 0.6% | | | | | | | | | | |
Brazil 0.6% | | | | | | | | | | |
fAlpargatas SA, 4.614%, pfd | | Textiles, Apparel & Luxury Goods | | | 2,605,650 | | | | 7,756,914 | |
| | | | | | | | | | |
Total Investments before Short Term Investments (Cost $990,399,012) | | | | | | | | | 1,325,184,199 | |
| | | | | | | | | | |
| | | |
| | | | Principal Amount | | | | |
| | | |
Short Term Investments 8.1% | | | | | | | | | | |
| | | |
U.S. Government and Agency Securities (Cost $77,984,140) 5.6% | | | | | | | | | | |
United States 5.6% | | | | | | | | | | |
gFHLB, 9/04/18 | | | | $ | 78,000,000 | | | | 78,000,000 | |
| | | | | | | | | | |
| | | |
| | | | Shares | | | | |
| | | |
hInvestments from Cash Collateral Received for Loaned Securities (Cost $34,569,390) 2.5% | | | | | | | | | | |
Money Market Funds 2.5% | | | | | | | | | | |
United States 2.5% | | | | | | | | | | |
i,jInstitutional Fiduciary Trust Money Market Portfolio, 1.64% | | | | | 34,569,390 | | | | 34,569,390 | |
| | | | | | | | | | |
Total Investments (Cost $1,102,952,542) 102.8% | | | | | | | | | 1,437,753,589 | |
Other Assets, less Liabilities (2.8)% | | | | | | | | | (38,695,830 | ) |
| | | | | | | | | | |
Net Assets 100.0% | | | | | | | | $ | 1,399,057,759 | |
| | | | | | | | | | |
See Abbreviations on page 33.
†Rounds to less than 0.1% of net assets.
aA portion or all of the security is on loan at August 31, 2018. See Note 1(d).
bNon-income producing.
cFair valued using significant unobservable inputs. See Note 12 regarding fair value measurements.
dSecurity was purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security 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. This security has been deemed liquid under guidelines approved by the Fund’s Board of Trustees. At August 31, 2018, the value of this security was $25,985,181, representing 1.9% of net assets.
eSee Note 9 regarding holdings of 5% voting securities.
fVariable rate security. The rate shown represents the yield at period end.
gThe security was issued on a discount basis with no stated coupon rate.
hSee Note 1(d) regarding securities on loan.
iSee Note 3(f) regarding investments in affiliated management investment companies.
jThe rate shown is the annualized seven-day effective yield at period end.
| | | | |
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18 | | Annual Report | The accompanying notes are an integral part of these financial statements. | | franklintempleton.com |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
Financial Statements
Statement of Assets and Liabilities
August 31, 2018
| | | | |
Assets: | | | | |
Investments in securities: | | | | |
Cost - Unaffiliated issuers | | $ | 1,046,987,944 | |
Cost - Non-controlled affiliates (Note 3f and 9) | | | 55,964,598 | |
| | | | |
Value - Unaffiliated issuers + | | $ | 1,383,887,229 | |
Value - Non-controlled affiliates (Note 3f and 9) | | | 53,866,360 | |
Cash | | | 19,509 | |
Foreign currency, at value (cost $900,916) | | | 901,038 | |
Receivables: | | | | |
Capital shares sold | | | 2,602,942 | |
Dividends and interest | | | 2,562,674 | |
European Union tax reclaims | | | 975,466 | |
Other assets | | | 719 | |
| | | | |
Total assets | | | 1,444,815,937 | |
| | | | |
| |
Liabilities: | | | | |
Payables: | | | | |
Investment securities purchased | | | 7,231,663 | |
Capital shares redeemed | | | 1,567,101 | |
Management fees | | | 1,007,924 | |
Distribution fees | | | 281,319 | |
Transfer agent fees | | | 284,153 | |
Payable upon return of securities loaned | | | 34,569,390 | |
Deferred tax | | | 262,482 | |
Accrued expenses and other liabilities | | | 554,146 | |
| | | | |
Total liabilities | | | 45,758,178 | |
| | | | |
Net assets, at value | | $ | 1,399,057,759 | |
| | | | |
| |
Net assets consist of: | | | | |
Paid-in capital | | $ | 983,456,779 | |
Undistributed net investment income | | | 8,015,600 | |
Net unrealized appreciation (depreciation) | | | 334,449,871 | |
Accumulated net realized gain (loss) | | | 73,135,509 | |
| | | | |
Net assets, at value | | $ | 1,399,057,759 | |
| | | | |
| | | | |
+Includes securities loaned | | $ | 32,916,321 | |
| | | | |
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franklintempleton.com | | The accompanying notes are an integral part of these financial statements. | Annual Report | | 19 |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
FINANCIAL STATEMENTS
Statement of Assets and Liabilities (continued)
August 31, 2018
| | | | |
Class A: | | | | |
Net assets, at value | | $ | 1,177,879,602 | |
| | | | |
Shares outstanding | | | 113,339,187 | |
| | | | |
Net asset value per sharea | | | $10.39 | |
| | | | |
Maximum offering price per share (net asset value per share ÷ 94.25%) | | | $11.02 | |
| | | | |
Class C: | | | | |
Net assets, at value | | $ | 38,344,949 | |
| | | | |
Shares outstanding | | | 3,905,511 | |
| | | | |
Net asset value and maximum offering price per sharea | | | $9.82 | |
| | | | |
Class R6: | | | | |
Net assets, at value | | $ | 101,383,592 | |
| | | | |
Shares outstanding | | | 9,708,942 | |
| | | | |
Net asset value and maximum offering price per share | | | $10.44 | |
| | | | |
Advisor Class: | | | | |
Net assets, at value | | $ | 81,449,616 | |
| | | | |
Shares outstanding | | | 7,790,846 | |
| | | | |
Net asset value and maximum offering price per share | | | $10.45 | |
| | | | |
aRedemption price is equal to net asset value less contingent deferred sales charges, if applicable.
| | | | |
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20 | | Annual Report | The accompanying notes are an integral part of these financial statements. | | franklintempleton.com |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
FINANCIAL STATEMENTS
Statement of Operations
for the year ended August 31, 2018
| | | | |
Investment income: | | | | |
Dividends: (net of foreign taxes)* | | | | |
Unaffiliated issuers | | $ | 24,258,770 | |
Interest: | | | | |
Unaffiliated issuers | | | 910,011 | |
Income from securities loaned (net of fees and rebates) | | | 2,006,135 | |
Other income (Note 1e) | | | 171,630 | |
| | | | |
Total investment income | | | 27,346,546 | |
| | | | |
Expenses: | | | | |
Management fees (Note 3a) | | | 11,531,832 | |
Distribution fees: (Note 3c) | | | | |
Class A | | | 2,859,857 | |
Class C | | | 342,423 | |
Transfer agent fees: (Note 3e) | | | | |
Class A | | | 1,867,402 | |
Class C | | | 55,823 | |
Class R6 | | | 21,535 | |
Advisor Class | | | 120,160 | |
Custodian fees (Note 4) | | | 146,735 | |
Reports to shareholders | | | 207,078 | |
Registration and filing fees | | | 123,526 | |
Professional fees | | | 126,465 | |
Trustees’ fees and expenses | | | 147,286 | |
Other | | | 93,482 | |
| | | | |
Total expenses | | | 17,643,604 | |
Expense reductions (Note 4) | | | (2,056) | |
Expenses waived/paid by affiliates (Note 3f and 3g) | | | (96,335) | |
| | | | |
Net expenses | | | 17,545,213 | |
| | | | |
Net investment income | | | 9,801,333 | |
| | | | |
Realized and unrealized gains (losses): | | | | |
Net realized gain (loss) from: | | | | |
Investments: | | | | |
Unaffiliated issuers | | | 100,499,133 | |
Non-controlled affiliates (Note 3f and 9) | | | (18,385,553) | |
Foreign currency transactions | | | 21,950 | |
| | | | |
Net realized gain (loss) | | | 82,135,530 | |
| | | | |
Net change in unrealized appreciation (depreciation) on: | | | | |
Investments: | | | | |
Unaffiliated issuers | | | 4,324,985 | |
Non-controlled affiliates (Note 3f and 9) | | | 14,794,545 | |
Translation of other assets and liabilities denominated in foreign currencies | | | (259,667) | |
Change in deferred taxes on unrealized appreciation | | | (262,482) | |
| | | | |
Net change in unrealized appreciation (depreciation) | | | 18,597,381 | |
| | | | |
Net realized and unrealized gain (loss) | | | 100,732,911 | |
| | | | |
Net increase (decrease) in net assets resulting from operations | | $ | 110,534,244 | |
| | | | |
| |
| | | | |
*Foreign taxes withheld on dividends | | $ | 2,541,264 | |
| | | | |
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franklintempleton.com | | The accompanying notes are an integral part of these financial statements. | Annual Report | | 21 |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
FINANCIAL STATEMENTS
Statements of Changes in Net Assets
| | | | | | | | |
| | Year Ended August 31, | |
| | 2018 | | | 2017 | |
| | |
Increase (decrease) in net assets: | | | | | | | | |
Operations: | | | | | | | | |
Net investment income | | $ | 9,801,333 | | | $ | 7,558,565 | |
Net realized gain (loss) | | | 82,135,530 | | | | 58,985,967 | |
Net change in unrealized appreciation (depreciation) | | | 18,597,381 | | | | 100,675,121 | |
| | | | |
Net increase (decrease) in net assets resulting from operations | | | 110,534,244 | | | | 167,219,653 | |
| | | | |
Distributions to shareholders from: | | | | | | | | |
Net investment income: | | | | | | | | |
Class A | | | (6,823,698 | ) | | | (3,353,090 | ) |
Class R6 | | | (958,371 | ) | | | (161,236 | ) |
Advisor Class | | | (376,117 | ) | | | (448,360 | ) |
Net realized gains: | | | | | | | | |
Class A | | | (40,242,055 | ) | | | (3,253,159 | ) |
Class C | | | (1,232,674 | ) | | | (110,990 | ) |
Class R6 | | | (3,352,122 | ) | | | (66,593 | ) |
Advisor Class | | | (1,938,995 | ) | | | (226,507 | ) |
| | | | |
Total distributions to shareholders | | | (54,924,032 | ) | | | (7,619,935 | ) |
| | | | |
Capital share transactions: (Note 2) | | | | | | | | |
Class A | | | 79,737,756 | | | | (111,116,466 | ) |
Class C | | | 6,554,723 | | | | (7,472,806 | ) |
Class R6 | | | 79,686,105 | | | | (1,330,905 | ) |
Advisor Class | | | (33,188,615 | ) | | | 46,153,965 | |
| | | | |
Total capital share transactions | | | 132,789,969 | | | | (73,766,212 | ) |
| | | | |
Net increase (decrease) in net assets | | | 188,400,181 | | | | 85,833,506 | |
Net assets: | | | | | | | | |
Beginning of year | | | 1,210,657,578 | | | | 1,124,824,072 | |
| | | | |
End of year | | $ | 1,399,057,759 | | | $ | 1,210,657,578 | |
| | | | |
Undistributed net investment income included in net assets: | | | | | | | | |
End of year | | $ | 8,015,600 | | | $ | 6,752,761 | |
| | | | |
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22 | | Annual Report | The accompanying notes are an integral part of these financial statements. | | franklintempleton.com |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
Notes to Financial Statements
1. Organization and Significant Accounting Policies
Templeton Global Smaller Companies Fund (Fund) is registered under the Investment Company Act of 1940 (1940 Act) as an open-end management investment company and applies the specialized accounting and reporting guidance in U.S. Generally Accepted Accounting Principles (U.S. GAAP). The Fund offers four classes of shares: Class A, Class C, Class R6 and Advisor Class. Each class of shares may differ by its initial sales load, contingent deferred sales charges, voting rights on matters affecting a single class, its exchange privilege and fees due to differing arrangements for distribution and transfer agent fees.
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 Trustees (the Board), the Fund’s administrator has responsibility for oversight of valuation, including leading the cross-functional Valuation Committee (VC). The VC provides administration and oversight of the Fund’s valuation policies and procedures, which are approved annually by the Board. Among other things, these procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.
Equity securities, exchange traded funds and derivative financial instruments listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or as of 4 p.m. Eastern time. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at 4 p.m. Eastern time on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple
exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities.
Debt securities generally trade in the OTC market rather than on a securities exchange. The Fund’s pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, credit spreads, estimated default rates, anticipated market interest rate volatility, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value.
Investments in open-end mutual funds are valued at the closing NAV.
The Fund has procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the VC convenes on a regular basis to review such financial instruments and considers a number of factors, including significant unobservable valuation inputs, when arriving at fair value. The VC 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. The VC employs various methods for calibrating these valuation approaches including a regular review of key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.
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
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franklintempleton.com | | Annual Report | | 23 |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS
1. Organization and Significant Accounting Policies (continued)
a. Financial Instrument Valuation (continued)
on every Fund’s business day. Occasionally, events occur between the time at which trading in a foreign security is completed and 4 p.m. Eastern time that might call into question the reliability of the value of a portfolio security held by the Fund. As a result, differences may arise between the value of the Fund’s portfolio securities as determined at the foreign market close and the latest indications of value at 4 p.m. Eastern time. In order to minimize the potential for these differences, the VC monitors price movements following the close of trading in foreign stock markets through a series of country specific market proxies (such as baskets of American Depositary Receipts, futures contracts and exchange traded funds). These price movements are measured against established trigger thresholds for each specific market proxy to assist in determining if an event has occurred that may call into question the reliability of the values of the foreign securities held by the Fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services.
When the last day of the reporting period is a non-business day, certain foreign markets may be open on those days that the Fund’s NAV is not calculated, which could result in differences between the value of the Fund’s portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.
b. Foreign Currency Translation
Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. The Fund may enter into foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Portfolio securities and assets and liabilities denominated in foreign currencies contain risks that those currencies will decline in value relative to the U.S. dollar. Occasionally, events may impact the availability or reliability of foreign exchange
rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Board.
The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments in the 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. Derivative Financial Instruments
The Fund invested in derivative financial instruments in order to manage risk or gain exposure to various other investments or markets. Derivatives are financial contracts based on an underlying or notional amount, require no initial investment or an initial net investment that is smaller than would normally be required to have a similar response to changes in market factors, and require or permit net settlement. Derivatives contain various risks including the potential inability of the counterparty to fulfill their obligations under the terms of the contract, the potential for an illiquid secondary market, and/or the potential for market movements which expose the Fund to gains or losses in excess of the amounts shown in the Statement of Assets and Liabilities. Realized gain and loss and unrealized appreciation and depreciation on these contracts for the period are included in the Statement of Operations.
The Fund purchased or wrote exchange traded option contracts primarily to manage exposure to equity price risk. An option is a contract entitling the holder to purchase or sell a specific amount of shares or units of an asset or notional amount of a swap (swaption), at a specified price. When an option is purchased or written, an amount equal to the premium paid or received is recorded as an asset or liability, respectively. Upon exercise of an option, the acquisition cost or sales proceeds of the underlying investment is adjusted by any premium received
| | | | |
| | |
24 | | Annual Report | | franklintempleton.com |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS
or paid. Upon expiration of an option, any premium received or paid is recorded as a realized gain or loss. Upon closing an option other than through expiration or exercise, the difference between the premium received or paid and the cost to close the position is recorded as a realized gain or loss.
See Note 8 regarding other derivative information.
d. Securities Lending
The Fund participates in an agency based securities lending program to earn additional income. The Fund receives cash collateral 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 day. The collateral 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. 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 Statement of Operations. The Fund bears the market risk with respect to the 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.
As a result of several court cases, in certain countries across the European Union, the Fund filed additional tax reclaims for previously withheld taxes on dividends earned in those countries (EU reclaims). These additional filings are subject to various administrative proceedings by the local jurisdictions’ tax authorities within the European Union, as well as a number of related judicial proceedings. Income recognized, if any, for EU reclaims is reflected as other income in the Statement of Operations and any related receivable, if any, is reflected as European Union tax reclaims in the Statement of Assets and Liabilities. When uncertainty exists as to the ultimate resolution of these proceedings, the likelihood of receipt of these EU reclaims, and the potential timing of payment, no amounts are reflected in the financial statements. For U.S. income tax purposes, EU reclaims received by the Fund, if any, reduce the amounts of foreign taxes Fund shareholders can use as tax credits in their individual income tax returns.
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 August 31, 2018, the Fund has determined that no tax liability is required in its 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
| | | | |
| | |
franklintempleton.com | | Annual Report | | 25 |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS
1. Organization and Significant Accounting Policies (continued)
f. Security Transactions, Investment Income, Expenses and Distributions (continued)
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.
Realized and unrealized gains and losses and net investment income, excluding class specific expenses, are allocated daily to each class of shares based upon the relative proportion of net assets of each class. Differences in per share distributions by class are generally due to differences in class specific expenses.
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 trustees are indemnified by the Fund against certain liabilities arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. Currently, the Fund expects the risk of loss to be remote.
2. Shares of Beneficial Interest
At August 31, 2018, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Year Ended August 31, | | | | | | | |
| | | | | 2018 | | | | | | | | | 2017 | | | | |
| | Shares | | | | | | Amount | | | Shares | | | | | | Amount | |
Class A Shares: | | | | | | | | | | | | | | | | | | | | | | | | |
Shares sold | | | 14,149,187 | | | | | | | $ | 162,145,959 | | | | 14,924,709 | | | | | | | $ | 136,796,821 | |
Shares issued in reinvestment of distributions | | | 4,297,909 | | | | | | | | 45,085,065 | | | | 720,606 | | | | | | | | 6,283,688 | |
Shares issued on reorganization (Note 10) | | | 5,814,856 | | | | | | | | 48,100,274 | | | | — | | | | | | | | — | |
Shares redeemed | | | (16,669,577 | ) | | | | | | | (175,593,542 | ) | | | (28,057,800 | ) | | | | | | | (254,196,975 | ) |
| | | | |
Net increase (decrease) | | | 7,592,375 | | | | | | | $ | 79,737,756 | | | | (12,412,485 | ) | | | | | | $ | (111,116,466 | ) |
| | | | |
| | | | | | |
Class C Shares: | | | | | | | | | | | | | | | | | | | | | | | | |
Shares sold | | | 564,783 | | | | | | | $ | 7,457,199 | | | | 434,042 | | | | | | | $ | 3,802,243 | |
Shares issued in reinvestment of distributions | | | 121,619 | | | | | | | | 1,211,325 | | | | 12,519 | | | | | | | | 104,028 | |
Shares issued on reorganization (Note 10) | | | 845,400 | | | | | | | | 6,619,750 | | | | — | | | | | | | | — | |
Shares redeemed | | | (876,633 | ) | | | | | | | (8,733,551 | ) | | | (1,308,905 | ) | | | | | | | (11,379,077 | ) |
| | | | |
Net increase (decrease) | | | 655,169 | | | | | | | $ | 6,554,723 | | | | (862,344 | ) | | | | | | $ | (7,472,806 | ) |
| | | | |
| | | | |
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26 | | Annual Report | | franklintempleton.com |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS
| | | | | | | | | | | | | | | | |
| | Year Ended August 31, | |
| | 2018 | | | 2017 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
| | | | |
Class R6 Shares: | | | | | | | | | | | | | | | | |
Shares sold | | | 8,956,576 | | | $ | 95,486,197 | | | | 157,156 | | | $ | 1,437,538 | |
Shares issued in reinvestment of distributions | | | 305,123 | | | | 3,206,838 | | | | — | | | | — | |
Shares issued on reorganization (Note 10) | | | 807 | | | | 6,703 | | | | — | | | | — | |
Shares redeemed | | | (1,791,232 | ) | | | (19,013,633 | ) | | | (303,977 | ) | | | (2,768,443 | ) |
Net increase (decrease) | | | 7,471,274 | | | $ | 79,686,105 | | | | (146,821 | ) | | $ | (1,330,905 | ) |
| | | | |
Advisor Class Shares: | | | | | | | | | | | | | | | | |
Shares sold | | | 2,685,793 | | | $ | 34,035,410 | | | | 9,842,415 | | | $ | 89,120,658 | |
Shares issued in reinvestment of distributions | | | 172,678 | | | | 1,818,303 | | | | 66,899 | | | | 584,698 | |
Shares issued on reorganization (Note 10) | | | 2,591,586 | | | | 21,560,132 | | | | — | | | | — | |
Shares redeemed | | | (8,524,790 | ) | | | (90,602,460 | ) | | | (4,832,765 | ) | | | (43,551,391 | ) |
Net increase (decrease) | | | (3,074,733 | ) | | $ | (33,188,615 | ) | | | 5,076,549 | | | $ | 46,153,965 | |
3. Transactions with Affiliates
Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Fund are also officers and/or directors of the following subsidiaries:
| | | | |
Subsidiary | | Affiliation | | |
Templeton Investment Counsel, LLC (TIC) | | Investment manager | | |
Franklin Templeton Investments Corp. (FTIC) | | Subadvisor | | |
Franklin Templeton Services, LLC (FT Services) | | Administrative manager | | |
Franklin Templeton Distributors, Inc. (Distributors) | | Principal underwriter | | |
Franklin Templeton Investor Services, LLC (Investor Services) | | Transfer agent | | |
a. Management Fees
The Fund pays an investment management fee to TIC based on the average daily net assets of the Fund as follows:
| | | | |
Annualized Fee Rate | | Net Assets | | |
0.900% | | Up to and including $200 million | | |
0.885% | | Over $200 million, up to and including $700 million | | |
0.850% | | Over $700 million, up to and including $1 billion | | |
0.830% | | Over $1 billion, up to and including $1.2 billion | | |
0.805% | | Over $1.2 billion, up to and including $5 billion | | |
0.785% | | Over $5 billion, up to and including $10 billion | | |
0.765% | | Over $10 billion, up to and including $15 billion | | |
0.745% | | Over $15 billion, up to and including $20 billion | | |
0.725% | | In excess of $20 billion | | |
For the year ended August 31, 2018, the gross effective investment management fee rate was 0.863% of the Fund’s average daily net assets.
Under a subadvisory agreement, FTIC, an affiliate of TIC, provides subadvisory services to the Fund. The subadvisory fee is paid by TIC based on the Fund’s average daily net assets, and is not an additional expense of the Fund.
| | | | |
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franklintempleton.com | | Annual Report | | 27 |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS
3. Transactions with Affiliates (continued)
b. Administrative Fees
Under an agreement with TIC, FT Services provides administrative services to the Fund. The fee is paid by TIC based on the Fund’s average daily net assets, and is not an additional expense of the Fund.
c. Distribution Fees
The Board has adopted distribution plans for each share class, with the exception of Class R6 and Advisor Class shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s Class A reimbursement distribution plan, the Fund reimburses Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate. Under the Class A reimbursement distribution plan, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. In addition, under the Fund’s Class C compensation distribution plan, the Fund pays Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate. The plan year, for purposes of monitoring compliance with the maximum annual plan rates, is February 1 through January 31.
The maximum annual plan rates, based on the average daily net assets, for each class, are as follows:
| | | | |
Class A | | | 0.25 | % |
Class C | | | 1.00 | % |
d. Sales Charges/Underwriting Agreements
Front-end sales charges and contingent deferred sales charges (CDSC) do not represent expenses of the Fund. These charges are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. Distributors has advised the Fund of the following commission transactions related to the sales and redemptions of the Fund’s shares for the year:
| | | | |
Sales charges retained net of commissions paid to unaffiliated brokers/dealers | | $ | 271,840 | |
CDSC retained | | $ | 7,112 | |
e. Transfer Agent Fees
Each class of shares pays transfer agent fees to Investor Services for its performance of shareholder servicing obligations. Effective November 1, 2017, the fees are based on an annualized asset based fee of 0.02% plus a transaction based fee. Prior to November 1, 2017, the fees were account based fees that varied based on fund or account type. In addition, each class reimburses Investor Services for out of pocket expenses incurred and, except for Class R6, reimburses shareholder servicing fees paid to third parties. These fees are allocated daily based upon their relative proportion of such classes’ aggregate net assets. Class R6 pays Investor Services transfer agent fees specific to that class.
For the year ended August 31, 2018, the Fund paid transfer agent fees of $2,064,920, of which $686,567 was retained by Investor Services.
| | | | |
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28 | | Annual Report | | franklintempleton.com |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS
f. 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 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 August 31, 2018, the Fund held investments in affiliated management investment companies as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of Shares Held at Beginning of Year | | | Gross Additions | | | Gross Reductions | | | Number of Shares Held at End of Year | | | Value at End of Year | | | Dividend Income | | | Realized Gain (Loss) | | | Net Change in Unrealized Appreciation (Depreciation) | |
Non-Controlled Affiliates | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Fiduciary Trust Money Market Portfolio, 1.64% | | | 21,590,804 | | | | 98,241,172 | | | | (85,262,586 | ) | | | 34,569,390 | | | $ | 34,569,390 | | | $ | — | | | $ | — | | | $ | — | |
g. Waiver and Expense Reimbursements
Investor Services has voluntarily agreed in advance to waive or limit its fees so that the Class R6 transfer agent fees do not exceed 0.02%. Investor Services may discontinue this waiver in the future.
h. Interfund Transactions
The Fund engaged in purchases and sales of investments with funds or other accounts that have common investment managers (or affiliated investment managers), directors, trustees or officers. During the year ended August 31, 2018, these purchase and sale transactions aggregated $0 and $3,778,487, respectively.
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 August 31, 2018, the custodian fees were reduced as noted in the Statement of Operations.
5. Income Taxes
The tax character of distributions paid during the years ended August 31, 2018 and 2017, was as follows:
| | | | | | | | |
| | 2018 | | | 2017 | |
Distributions paid from: | | | | | | | | |
Ordinary income | | | $10,963,409 | | | | $3,962,686 | |
Long term capital gain | | | 43,960,623 | | | | 3,657,249 | |
| | | $54,924,032 | | | | $7,619,935 | |
| | | | |
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franklintempleton.com | | Annual Report | | 29 |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS
5. Income Taxes (continued)
At August 31, 2018, the cost of investments, net unrealized appreciation (depreciation), undistributed ordinary income and undistributed long term capital gains for income tax purposes were as follows:
| | | | |
Cost of investments | | $ | 1,107,761,221 | |
| | | | |
| |
Unrealized appreciation | | $ | 405,689,114 | |
Unrealized depreciation | | | (75,696,746 | ) |
| | | | |
Net unrealized appreciation (depreciation) | | $ | 329,992,368 | |
| | | | |
| |
Distributable earnings: | | | | |
Undistributed ordinary income | | $ | 16,805,222 | |
Undistributed long term capital gains | | | 68,221,378 | |
| | | | |
Total distributable earnings | | $ | 85,026,600 | |
| | | | |
Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatments of passive foreign investment company shares and corporate actions.
The Fund utilized a tax accounting practice to treat a portion of the proceeds from capital shares redeemed as a distribution from realized capital gains.
6. Investment Transactions
Purchases and sales of investments (excluding short term securities) for the year ended August 31, 2018, aggregated $412,109,275 and $434,134,879, respectively.
At August 31, 2018, in connection with securities lending transactions, the Fund loaned equity investments and received $34,569,390 of cash collateral. The gross amount of recognized liability for such transactions is included in payable upon return of securities loaned in the 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 and regional economic, political and social conditions, which may result in greater market volatility. In addition, certain foreign securities may not be as liquid as U.S. securities.
8. Other Derivative Information
For the year ended August 31, 2018, the average month end notional amount of options represented 20,000 shares.
See Note 1(c) regarding derivative financial instruments.
| | | | |
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS
9. Holdings of 5% Voting Securities of Portfolio Companies
The 1940 Act defines “affiliated companies” to include investments in portfolio companies in which a fund owns 5% or more of the outstanding voting securities. During the year ended August 31, 2018, investments in “affiliated companies” were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name of Issuer | | Number of Shares Held at Beginning of Year | | | Gross Additions | | | Gross Reductions | | | Number of Shares Held at End of Year | | | Value at End of Year | | | Dividend Income | | | Realized Gain (Loss) | | | Net Change in Unrealized Appreciation (Depreciation) | |
Non-Controlled Affiliates | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Agrofresh Solutions Inc. | | | — | | | | 2,901,800 | | | | — | | | | 2,901,800 | | | $ | 19,296,970 | | | | $ — | | | $ | — | | | | $ (2,098,238 | ) |
JAKKS Pacific Inc. | | | 1,716,653 | | | | — | | | | (1,716,653) | | | | — | | | | — | | | | — | | | | (18,385,553 | ) | | | 16,892,783 | |
Total Affiliated Securities (Value is 1.4% of Net Assets) | | | | | | | | | | | | | | | $ | 19,296,970 | | | | $ — | | | $ | (18,385,553 | ) | | | $14,794,545 | |
10. Reorganization
On June 1, 2018, the Fund, pursuant to a plan of reorganization approved on May 11, 2018, by shareholders of Templeton Foreign Smaller Companies Fund (Acquired Fund), acquired 100% of the Acquired Fund’s net assets, primarily made up of investment securities, which included $20,455,833 of unrealized appreciation, through a tax-free exchange of 9,252,649 shares of the Fund (valued at $76,286,859). Immediately after the completion of the reorganization, the combined net assets of the Fund were $1,424,137,871.
The primary purpose for the reorganization was to combine the Acquired Fund with a larger fund that had lower annual fund operating expenses, better long-term performance, the same investment goals and similar principal investment strategies/risks. The estimated cost of the reorganization was $187,250 of which the Fund and the Acquired Fund each paid 25% and TIC paid 50%. The allocated portion of the Fund’s reorganization expenses are included with other expenses in the Statement of Operations.
Assuming the reorganization had been completed on September 1, 2017, the Fund’s pro forma results of operations, would have been as follows:
| | | | | | | | | | | | |
Period | | Net Investment Income | | | Net Realized and Unrealized Gain (Loss) | | | Net Increase (Decrease) in Net Assets from Operations | |
For the period September 1, 2017 through August 31, 2018 | | | $10,201,924 | | | | $108,344,330 | | | | $118,546,254 | |
| | | | |
Subsequent to the reorganization, the Fund has been managed as a single entity. Accordingly, it is impracticable to identify the amount of net investment income attributable to the Acquired Fund’s assets after the completion of the reorganization.
11. Credit Facility
The Fund, together with other U.S. registered and foreign investment funds (collectively, Borrowers), managed by Franklin Templeton Investments, are borrowers in a joint syndicated senior unsecured credit facility totaling $2 billion (Global Credit Facility) which matures on February 8, 2019. This Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests.
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franklintempleton.com | | Annual Report | | 31 |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS
11. Credit Facility (continued)
Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee of 0.15% based upon the unused portion of the Global Credit Facility. These fees are reflected in other expenses in the Statement of Operations. During the year ended August 31, 2018, the Fund did not use the Global Credit Facility.
12. Fair Value Measurements
The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s financial instruments and are summarized in the following fair value hierarchy:
| • | | Level 1 – quoted prices in active markets for identical financial instruments |
| • | | Level 2 – other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.) |
| • | | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of financial instruments) |
The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.
For movements between the levels within the fair value hierarchy, the Fund has adopted a policy of recognizing the transfers as of the date of the underlying event which caused the movement.
A summary of inputs used as of August 31, 2018, in valuing the Fund’s assets carried at fair value, is as follows:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets: | | | | | | | | | | | | | | | | |
Investments in Securities:a | | | | | | | | | | | | | | | | |
Equity Investments:b | | | | | | | | | | | | | | | | |
Indonesia | | $ | — | | | $ | — | | | $ | 684,270 | | | $ | 684,270 | |
All Other Equity Investments | | | 1,324,499,929 | | | | — | | | | — | | | | 1,324,499,929 | |
Short Term Investments | | | 34,569,390 | | | | 78,000,000 | | | | — | | | | 112,569,390 | |
| | | | |
Total Investments in Securities | | $ | 1,359,069,319 | | | $ | 78,000,000 | | | $ | 684,270 | | | $ | 1,437,753,589 | |
| | | | |
aFor detailed categories, see the accompanying Statement of Investments.
bIncludes common, preferred stocks and management investment companies as well as other equity interests.
A reconciliation of assets in which Level 3 inputs are used in determining fair value is presented when there are significant Level 3 financial instruments at the beginning and/or end of the year.
13. New Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurements. The amendments in the ASU modify the disclosure requirements on fair value measurements in Topic 820. The ASU is effective for interim and annual reporting periods beginning after December 15, 2019. Management is currently evaluating the impact, if any, of applying this provision.
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32 | | Annual Report | | franklintempleton.com |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS
14. Subsequent Events
The Fund has evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure, except for the following:
On February 27, 2018, the Board approved an automatic conversion feature for Class C that will convert shareholders’ Class C shares into Class A shares after they have been held for 10 years. The conversion feature will become effective on or about October 5, 2018. Further details are disclosed in the Fund’s Prospectus.
On May 18, 2018, the Board approved changes to certain front-end sales charges and dealer commissions on Class A shares. The changes will become effective on or about September 10, 2018. Further details are disclosed in the Fund’s Prospectus.
| | |
Abbreviations |
|
Selected Portfolio |
| |
ETF | | Exchange Traded Fund |
FHLB | | Federal Home Loan Bank |
| | | | |
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franklintempleton.com | | Annual Report | | 33 |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of the Templeton Global Smaller Companies Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Templeton Global Smaller Companies Fund (the “Fund”) as of August 31, 2018, the related statement of operations for the year ended August 31, 2018, the statement of changes in net assets for each of the two years in the period ended August 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of August 31, 2018, 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 August 31, 2018 and the financial highlights for each of the five years in the period ended August 31, 2018 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s 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 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 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 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 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 financial statements. Our procedures included confirmation of securities owned as of August 31, 2018 by correspondence with the custodian, transfer agent, and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
San Francisco, California
October 16, 2018
We have served as the auditor of one or more investment companies in the Franklin Templeton funds since 1948.
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34 | | Annual Report | | franklintempleton.com |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
Tax Information (unaudited)
Under Section 852(b)(3)(C) of the Internal Revenue Code, the Fund hereby reports the maximum amount allowable but no less than $47,824,524 as a long term capital gain dividend for the fiscal year ended August 31, 2018.
Under Section 871(k)(2)(C) of the Internal Revenue Code, the Fund hereby reports the maximum amount allowable but no less than $2,805,223 as a short term capital gain dividend for purposes of the tax imposed under Section 871(a)(1)(A) of the Internal Revenue Code for the fiscal year ended August 31, 2018.
Under Section 854(b)(1)(A) of the Internal Revenue Code, the Fund hereby reports 28.49% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended August 31, 2018.
Under Section 854(b)(1)(B) of the Internal Revenue Code, the Fund hereby reports the maximum amount allowable but no less than $15,520,931 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Internal Revenue Code for the fiscal year ended August 31, 2018. Distributions, including qualified dividend income, paid during calendar year 2018 will be reported to shareholders on Form 1099-DIV by mid-February 2019. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their individual income tax returns.
At August 31, 2017, 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 December 21, 2017, 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 Class A, Class C, Class R6 and Advisor Class shareholders of record.
| | | | | | | | | | | | |
| | Foreign Tax Paid | | | Foreign Source | | | Foreign Source Qualified |
Class | | Per Share | | | Income Per Share | | | Dividends Per Share |
| | | |
Class A | | | $0.0166 | | | | $0.0646 | | | | $0.0454 | |
Class C | | | $0.0166 | | | | $0.0155 | | | | $0.0107 | |
Class R6 | | | $0.0166 | | | | $0.0935 | | | | $0.0656 | |
Advisor Class | | | $0.0166 | | | | $0.0711 | | | | $0.0500 | |
Foreign Tax Paid Per Share (Column 1) 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 (Column 2) 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 (Column 3) 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 reported to you in column 2 that were derived from qualified foreign securities held by the Fund.1
In February 2018, shareholders received Form 1099-DIV which included their share of taxes paid and foreign source income distributed during the calendar year 2017. The Foreign Source Income reported on Form 1099-DIV was not adjusted for the rate differential on foreign source qualified dividend income. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their 2017 individual income tax returns.
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.
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franklintempleton.com | | Annual Report | | 35 |
TEMPLETON GLOBAL SMALLER COMPANIES FUND
Special Meeting of Shareholders
MEETING OF SHAREHOLDERS: OCTOBER 30, 2017 AND RECONVENED ON DECEMBER 15, 2017
(UNAUDITED)
A Special Meeting of Shareholders of Templeton Global Smaller Companies Fund was held at the offices of Franklin Templeton Investments, One Franklin Parkway, San Mateo, California on October 30, 2017 and reconvened on December 15, 2017. The purpose of the meeting was to elect Trustees of Templeton Global Smaller Companies Fund and to vote to approve an amended fundamental investment restriction regarding investments in commodities for the Fund. At the meeting, (i) the following persons were elected by the shareholders to serve as Trustees of Templeton Global Smaller Companies Fund: Harris J. Ashton, Ann Torre Bates, Mary C. Choksi, Edith E. Holiday, Gregory E. Johnson, Rupert H. Johnson, Jr., J. Michael Luttig, David W. Niemiec, Larry D. Thompson, Constantine D. Tseretopoulos and Robert E. Wade; and (ii) the proposal to approve the amended fundamental investment restriction regarding investments in commodities was approved by shareholders. No other business was transacted at the meeting.
In connection with the meeting, management is aware that some shareholders received from the proxy solicitor numerous calls and mailings that may have been distracting. Management is taking steps to ensure that, in the future, for any new shareholder meeting solicitations that occur, such activity is not repeated. Management apologizes for any inconvenience that may have been caused as a result of such calls and mailings.
The results of the voting at the meeting are as follows:
Proposal 1. To elect a Board of Trustees:
| | | | | | | | |
Name | | For | | | Withheld | |
| | |
Harris J. Ashton | | | 61,742,942 | | | | 2,577,547 | |
| | |
Ann Torre Bates | | | 61,788,129 | | | | 2,532,360 | |
| | |
Mary C. Choksi | | | 61,745,795 | | | | 2,574,694 | |
| | |
Edith E. Holiday | | | 61,769,458 | | | | 2,551,031 | |
| | |
Gregory E. Johnson | | | 61,695,233 | | | | 2,625,255 | |
| | |
Rupert H. Johnson, Jr | | | 61,742,727 | | | | 2,577,762 | |
| | |
J. Michael Luttig | | | 61,680,806 | | | | 2,639,683 | |
| | |
David W. Niemiec | | | 61,778,454 | | | | 2,542,034 | |
| | |
Larry D. Thompson | | | 61,680,128 | | | | 2,640,360 | |
| | |
Constantine D. Tseretopoulos | | | 61,832,488 | | | | 2,488,000 | |
| | |
Robert E. Wade | | | 61,814,171 | | | | 2,506,318 | |
Total Trust Shares Outstanding*: 122,213,417
* As of the record date.
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
SPECIAL MEETING OF SHAREHOLDERS
Proposal 2. To approve an amended fundamental investment restriction regarding investments in commodities:
| | | | |
| | Shares | |
| |
For | | | 46,728,592 | |
| |
Against | | | 2,384,056 | |
| |
Abstain | | | 2,909,951 | |
| |
Broker Non-Votes | | | 12,297,890 | |
| |
Total Fund Shares Voted | | | 64,320,489 | |
| |
Total Fund Shares Outstanding* | | | 122,213,417 | |
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
Board Members and Officers
The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Trust, principal occupations during at least the past five years and number of U.S. registered portfolios overseen in the Franklin Templeton Investments fund complex, are shown below. Generally, each board member serves until that person’s successor is elected and qualified.
Independent Board Members
| | | | | | | | |
Name, Year of Birth and Address | | Position | | Length of Time Served | | Number of Portfolios in Fund Complex Overseen by Board Member* | | Other Directorships Held During at Least the Past 5 Years |
| | | | |
Harris J. Ashton (1932) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 | | Trustee | | Since 1992 | | 136 | | Bar-S Foods (meat packing company) (1981-2010). |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Director of various companies; and formerly, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998). |
| | | | |
Ann Torre Bates (1958) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 | | Trustee | | Since 2008 | | 38 | | Ares Capital Corporation (specialty finance company) (2010-present), United Natural Foods, Inc. (distributor of natural, organic and specialty foods) (2013-present), Allied Capital Corporation (financial services) (2003-2010), SLM Corporation (Sallie Mae) (1997-2014) and Navient Corporation (loan management, servicing and asset recovery) (2014-2016). |
Principal Occupation During at Least the Past 5 Years: | | | | |
Director of various companies; and formerly, Executive Vice President and Chief Financial Officer, NHP Incorporated (manager of multifamily housing) (1995-1997); and Vice President and Treasurer, US Airways, Inc. (until 1995). |
| | | | |
Mary C. Choksi (1950) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 | | Trustee | | Since 2016 | | 136 | | Avis Budget Group Inc. (car rental) (2007-present), Omnicom Group Inc. (advertising and marketing communications services) (2011-present) and White Mountains Insurance Group, Ltd. (holding company) (2017-present). |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Director of various companies; and formerly, Founder and Senior Advisor, Strategic Investment Group (investment management group) (2015-2017); Founding Partner and Senior Managing Director, Strategic Investment Group (1987-2015); Founding Partner and Managing Director, Emerging Markets Management LLC (investment management firm) (1987-2011); and Loan Officer/Senior Loan Officer/Senior Pension Investment Officer, World Bank Group (international financial institution) (1977-1987). |
| | | | |
Edith E. Holiday (1952) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 | | Lead Independent Trustee | | Trustee since 2004 and Lead Independent Trustee since 2007 | | 136 | | Hess Corporation (exploration of oil and gas) (1993-present), Canadian National Railway (railroad) (2001-present), White Mountains Insurance Group, Ltd. (holding company) (2004-present), Santander Consumer USA Holdings, Inc. (consumer finance) (2016-present), RTI International Metals, Inc. (manufacture and distribution of titanium) (1999-2015) and H.J. Heinz Company (processed foods and allied products) (1994-2013). |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Director or Trustee of various companies and trusts; and formerly, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison–United States Treasury Department (1988-1989). |
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Independent Board Members (continued)
| | | | | | | | |
Name, Year of Birth and Address | | Position | | Length of Time Served | | Number of Portfolios in Fund Complex Overseen by Board Member* | | Other Directorships Held During at Least the Past 5 Years |
| | | | |
J. Michael Luttig (1954) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 | | Trustee | | Since 2009 | | 136 | | Boeing Capital Corporation (aircraft financing) (2006-2013). |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Executive Vice President, General Counsel and member of the Executive Council, The Boeing Company (aerospace company) (2006-present); and formerly, Federal Appeals Court Judge, U.S. Court of Appeals for the Fourth Circuit (1991-2006). |
| | | | |
David W. Niemiec (1949) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 | | Trustee | | Since 2005 | | 38 | | Hess Midstream Partners LP (oil and gas midstream infrastructure) (2017-present). |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Advisor, Saratoga Partners (private equity fund); and formerly, Managing Director, Saratoga Partners (1998-2001) and SBC Warburg Dillon Read (investment banking) (1997-1998); Vice Chairman, Dillon, Read & Co. Inc. (investment banking) (1991-1997); and Chief Financial Officer, Dillon, Read & Co. Inc. (1982-1997). |
| | | | |
Larry D. Thompson (1945) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 | | Trustee | | Since 2005 | | 136 | | The Southern Company (energy company) (2014-present; previously 2010-2012), Graham Holdings Company (education and media organization) (2011-present) and Cbeyond, Inc. (business communications provider) (2010-2012). |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Director of various companies; Counsel, Finch McCranie, LLP (law firm) (2015-present); Independent Compliance Monitor and Auditor, Volkswagen AG (manufacturer of automobiles and commercial vehicles) (2017-present); John A. Sibley Professor of Corporate and Business Law, University of Georgia School of Law (2015-present; previously 2011-2012); and formerly, Executive Vice President - Government Affairs, General Counsel and Corporate Secretary, PepsiCo, Inc. (consumer products) (2012-2014); Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (2004-2011); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003). |
| | | | |
Constantine D. Tseretopoulos (1954) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 | | Trustee | | Since 2004 | | 24 | | None |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Physician, Chief of Staff, owner and operator of the Lyford Cay Hospital (1987-present); director of various nonprofit organizations; and formerly, Cardiology Fellow, University of Maryland (1985-1987); and Internal Medicine Resident, Greater Baltimore Medical Center (1982-1985). |
| | | | |
Robert E. Wade (1946) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 | | Trustee | | Since 2006 | | 38 | | El Oro Ltd (investments) (2003-present). |
| | |
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. |
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
Interested Board Members and Officers
| | | | | | | | |
Name, Year of Birth and Address | | Position | | Length of Time Served | | Number of Portfolios in Fund Complex Overseen by Board Member* | | Other Directorships Held During at Least the Past 5 Years |
| | | | |
**Gregory E. Johnson (1961) One Franklin Parkway San Mateo, CA 94403-1906 | | Trustee | | Since 2007 | | 150 | | None |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Chairman of the Board, Member – Office of the Chairman, Director and Chief Executive Officer, Franklin Resources, Inc.; officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments; Vice Chairman, Investment Company Institute; and formerly, President, Franklin Resources, Inc. (1994-2015). |
| | | | |
**Rupert H. Johnson, Jr. (1940) One Franklin Parkway San Mateo, CA 94403-1906 | | Chairman of the Board, Trustee and Vice President | | Chairman of the Board and Trustee since 2013 and Vice President since 1996 | | 136 | | None |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Vice Chairman, Member – Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 40 of the investment companies in Franklin Templeton Investments. |
| | | | |
Alison E. Baur (1964) One Franklin Parkway San Mateo, CA 94403-1906 | | Vice President | | Since 2012 | | Not Applicable | | Not Applicable |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Deputy General Counsel, Franklin Templeton Investments; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton Investments. |
| | | | |
Norman J. Boersma (1957) Lyford Cay Nassau, Bahamas | | President and Chief Executive Officer – Investment Management | | Since 2012 | | Not Applicable | | Not Applicable |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Chairman of the Board, President and Chief Executive Officer, Templeton Global Advisors Ltd.; Chief Investment Officer of Templeton Global Equity Group; officer of five of the investment companies in Franklin Templeton Investments; and formerly, Executive Vice President, Franklin Templeton Investments Corp. (1993-2014). |
| | | | |
Aliya S. Gordon (1973) One Franklin Parkway San Mateo, CA 94403-1906 | | Vice President | | Since 2009 | | Not Applicable | | Not Applicable |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Senior Associate General Counsel, Franklin Templeton Investments; and officer of 44 of the investment companies in Franklin Templeton Investments. |
| | | | |
Steven J. Gray (1955) One Franklin Parkway San Mateo, CA 94403-1906 | | Vice President | | Since 2009 | | Not Applicable | | Not Applicable |
|
Principal Occupation During at Least the Past 5 Years: |
Senior Associate General Counsel, Franklin Templeton Investments; Vice President, Franklin Templeton Distributors, Inc. and FASA, LLC; and officer of 44 of the investment companies in Franklin Templeton Investments. |
| | | | |
Matthew T. Hinkle (1971) One Franklin Parkway San Mateo, CA 94403-1906 | | Chief Executive Officer – Finance and Administration | | Since 2017 | | Not Applicable | | Not Applicable |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Senior Vice President, Franklin Templeton Services, LLC; officer of 44 of the investment companies in Franklin Templeton Investments; and formerly, Vice President, Global Tax (2012-April 2017) and Treasurer/Assistant Treasurer, Franklin Templeton Investments (2009-2017). |
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
Interested Board Members and Officers (continued)
| | | | | | | | |
Name, Year of Birth and Address | | Position | | Length of Time Served | | Number of Portfolios in Fund Complex Overseen by Board Member* | | Other Directorships Held During at Least the Past 5 Years |
| | | | |
Robert G. Kubilis (1973) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 | | Chief Financial Officer, Chief Accounting Officer and Treasurer | | Since 2017 | | Not Applicable | | Not Applicable |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Treasurer, U.S. Fund Administration & Reporting, Franklin Templeton Investments; and officer of 16 of the investment companies in Franklin Templeton Investments. |
| | | | |
Robert Lim (1948) One Franklin Parkway San Mateo, CA 94403-1906 | | Vice President –AML Compliance | | Since 2016 | | Not Applicable | | Not Applicable |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Vice President, Franklin Templeton Companies, LLC; Chief Compliance Officer, Franklin Templeton Distributors, Inc. and Franklin Templeton Investor Services, LLC; and officer of 44 of the investment companies in Franklin Templeton Investments. |
| | | | |
Kimberly H. Novotny (1972) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 | | Vice President | | Since 2013 | | Not Applicable | | Not Applicable |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Associate General Counsel, Franklin Templeton Investments; Vice President and Corporate Secretary, Fiduciary Trust International of the South; Vice President, Templeton Investment Counsel, LLC; Assistant Secretary, Franklin Resources, Inc.; and officer of 44 of the investment companies in Franklin Templeton Investments. |
| | | | |
Robert C. Rosselot (1960) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 | | Chief Compliance Officer | | Since 2013 | | Not Applicable | | Not Applicable |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Director, Global Compliance, Franklin Templeton Investments; Vice President, Franklin Templeton Companies, LLC; officer of 44 of the investment companies in Franklin Templeton Investments; and formerly, Senior Associate General Counsel, Franklin Templeton Investments (2007-2013); and Secretary and Vice President, Templeton Group of Funds (2004-2013). |
| | | | |
Karen L. Skidmore (1952) One Franklin Parkway San Mateo, CA 94403-1906 | | Vice President | | Since 2009 | | Not Applicable | | Not Applicable |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Senior Associate General Counsel, Franklin Templeton Investments; and officer of 44 of the investment companies in Franklin Templeton Investments. |
| | | | |
Navid J. Tofigh (1972) One Franklin Parkway San Mateo, CA 94403-1906 | | Vice President | | Since 2015 | | Not Applicable | | Not Applicable |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
Associate General Counsel, Franklin Templeton Investments; and officer of 44 of the investment companies in Franklin Templeton Investments. |
| | | | |
Craig S. Tyle (1960) One Franklin Parkway San Mateo, CA 94403-1906 | | Vice President | | Since 2005 | | Not Applicable | | Not Applicable |
| | |
Principal Occupation During at Least the Past 5 Years: | | | | |
General Counsel and Executive Vice President, Franklin Resources, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton Investments. |
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
Interested Board Members and Officers (continued)
| | | | | | | | |
Name, Year of Birth and Address | | Position | | Length of Time Served | | Number of Portfolios in Fund Complex Overseen by Board Member* | �� | Other Directorships Held During at Least the Past 5 Years |
Lori A. Weber (1964) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 | | Vice President and Secretary | | Vice President since 2011 and Secretary since 2013 | | Not Applicable | | Not Applicable |
Principal Occupation During at Least the Past 5 Years: |
Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources, Inc.; Vice President and Secretary, Templeton Investment Counsel, LLC; and officer of 44 of the investment companies in Franklin Templeton Investments. |
*We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments 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 and distributor. Rupert H. Johnson, Jr. is considered to be an interested person of the Fund under the federal securities laws due to his position as an officer and director and major shareholder of Resources.
Note 1: Rupert H. Johnson, Jr. is the uncle of Gregory E. Johnson.
Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change.
The Sarbanes-Oxley Act of 2002 and Rules adopted by the U.S. Securities and Exchange Commission require the Fund to disclose whether the Fund’s Audit Committee includes at least one member who is an audit committee financial expert within the meaning of such Act and Rules. The Fund’s Board has determined that there is at least one such financial expert on the Audit Committee and has designated each of Ann Torre Bates and David W. Niemiec as an audit committee financial expert. The Board believes that Ms. Bates and Mr. Niemiec qualify as such an expert in view of their extensive business background and experience. Ms. Bates has served as a member of the Fund Audit Committee since 2008. She currently serves as a director of Ares Capital Corporation (2010-present) and United Natural Foods, Inc. (2013-present) and was formerly a director of Navient Corporation from 2014 to 2016, SLM Corporation from 1997 to 2014 and Allied Capital Corporation from 2003 to 2010, Executive Vice President and Chief Financial Officer of NHP Incorporated from 1995 to 1997 and Vice President and Treasurer of US Airways, Inc. until 1995. Mr. Niemiec has served as a member of the Fund Audit Committee since 2005, currently serves as an Advisor to Saratoga Partners and was formerly its Managing Director from 1998 to 2001 and serves as a director of Hess Midstream Partners LP (2017-present). Mr. Niemiec was formerly a director of Emeritus Corporation from 1999 to 2010 and OSI Pharmaceuticals, Inc. from 2006 to 2010, Managing Director of SBC Warburg Dillon Read from 1997 to 1998, and was Vice Chairman from 1991 to 1997 and Chief Financial Officer from 1982 to 1997 of Dillon, Read & Co. Inc. As a result of such background and experience, the Board believes that Ms. Bates and Mr. Niemiec have each acquired an understanding of generally accepted accounting principles and financial statements, the general application of such principles in connection with the accounting estimates, accruals and reserves, and analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues generally comparable to those of the Fund, as well as an understanding of internal controls and procedures for financial reporting and an understanding of audit committee functions. Ms. Bates and Mr. Niemiec are independent Board members as that term is defined under the applicable U.S. Securities and Exchange Commission Rules and Releases.
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.
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
Shareholder Information
Board Approval of Investment Management Agreements
TEMPLETON GLOBAL SMALLER COMPANIES FUND
(Fund)
At an in-person meeting held on May 18, 2018 (Meeting), the Board of Trustees (Board) of the Fund, including a majority of the trustees who are not “interested persons” as defined in the Investment Company Act of 1940 (Independent Trustees), reviewed and approved the continuance of the investment management agreement between Templeton Investment Counsel, LLC (TICL) and the Fund and the investment sub-advisory agreement between TICL and Franklin Templeton Investments Corp. (Sub-Adviser), an affiliate of TICL, on behalf of the Fund (each a Management Agreement) for an additional one-year period. The Independent Trustees received advice from and met separately with Independent Trustee counsel in considering whether to approve the continuation of each Management Agreement. TICL and the Sub-Adviser are each referred to herein as a Manager.
In considering the continuation of each Management Agreement, the Board reviewed and considered information provided by each Manager at the Meeting and throughout the year at meetings of the Board and its committees. The Board also reviewed and considered information provided in response to a detailed set of requests for information submitted to each Manager by Independent Trustee counsel on behalf of the Independent Trustees in connection with the annual contract renewal process. In addition, prior to the Meeting, the Independent Trustees held a telephonic contract renewal meeting at which the Independent Trustees conferred amongst themselves and Independent Trustee counsel about contract renewal matters. The Board reviewed and considered all of the factors it deemed relevant in approving the continuance of each Management Agreement, including, but not limited to: (i) the nature, extent and quality of the services provided by each Manager; (ii) the investment performance of the Fund; (iii) the costs of the services provided and profits realized by each Manager and its affiliates from the relationship with the Fund; (iv) the extent to which economies of scale are realized as the Fund grows; and (v) whether fee levels reflect these economies of scale for the benefit of Fund investors.
In approving the continuance of each Management Agreement, the Board, including a majority of the Independent Trustees, determined that the terms of the Management Agreement are fair and reasonable and that the continuance of such Management Agreement is in the interests of the Fund and its
shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board’s determination.
Nature, Extent and Quality of Services
The Board reviewed and considered information regarding the nature, extent and quality of investment management services provided by each Manager and its affiliates to the Fund and its shareholders. This information included, among other things, the qualifications, background and experience of the senior management and investment personnel of each Manager; the structure of investment personnel compensation; oversight of third-party service providers; investment performance reports and related financial information for the Fund; reports on expenses, shareholder services, marketing support payments made to financial intermediaries and third party servicing arrangements; legal and compliance matters; risk controls; pricing and other services provided by each Manager and its affiliates; and management fees charged by each Manager and its affiliates to U.S. funds and other accounts, including management’s explanation of differences among accounts where relevant. The Board also reviewed and considered an annual report on payments made by Franklin Templeton Investments (FTI) or the Fund to financial intermediaries, as well as a memorandum relating to third-party servicing arrangements in response to a guidance update in 2016 from the U.S. Securities and Exchange Commission (SEC) relating to mutual fund distribution and sub-accounting fees. The Board noted management’s continuing efforts and expenditures in establishing effective business continuity plans and developing strategies to address areas of heightened concern in the mutual fund industry, such as cybersecurity and liquidity risk management. The Board also recognized management’s commitment to facilitating Board oversight of particular areas, including derivatives and payments to intermediaries, by enhanced reporting.
The Board also reviewed and considered the benefits provided to Fund shareholders of investing in a fund that is part of the Franklin Templeton family of funds. The Board noted the financial position of Franklin Resources, Inc. (FRI), the Managers’ parent, and its commitment to the mutual fund business as evidenced by its continued introduction of new funds, reassessment of the fund offerings in response to the market environment and project initiatives and capital investments relating to the services provided to the Fund by the FTI organization.
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
SHAREHOLDER INFORMATION
Following consideration of such information, the Board was satisfied with the nature, extent and quality of services provided by each Manager and its affiliates to the Fund and its shareholders.
Fund Performance
The Board reviewed and considered the performance results of the Fund over various time periods ended February 28, 2018. The Board considered the performance returns for the Fund in comparison to the performance returns of mutual funds deemed comparable to the Fund included in a universe (Performance Universe) selected by Broadridge Financial Solutions, Inc. (Broadridge), an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the mutual funds included in a Performance Universe. The Board also reviewed and considered Fund performance reports provided and discussions that occurred with portfolio managers at Board meetings throughout the year. A summary of the Fund’s performance results is below.
The Performance Universe for the Fund included the Fund and all retail and institutional global small-/mid-cap funds. The Board noted that the Fund’s annualized total return for the one-year period was above the median of its Performance Universe, but for the three-, five- and 10-year periods was below the median of its Performance Universe. The Board discussed the Fund’s performance with management and management explained that the Performance Universe is not style specific and includes funds of all investment styles, whereas the Fund has a value-oriented approach to investing. Management further explained that the growth style has outperformed the value style in more recent periods. The Board noted that effective March 1, 2017, the Fund changed its definition of smaller capitalization companies from those with a specified market capitalization at the time of purchase to those with market capitalizations not exceeding the highest market capitalization in the Fund’s benchmark, the MSCI All Country World Small Cap Index, at the time of purchase. The Board also noted management’s explanation that the previous limit had weighed on the earlier relative performance of the Fund, as the Fund was overweight in securities in the underperforming market cap group. The Board concluded that the Fund’s performance was satisfactory, noting that the Fund’s annualized total return was positive for all periods and for the one-year period exceeded 20.9%.
Comparative Fees and Expenses
The Board reviewed and considered information regarding the
Fund’s actual total expense ratio and its various components, including, as applicable, management fees; transfer agent expenses; underlying fund expenses; Rule 12b-1 and non-Rule 12b-1 service fees; and other non-management fees. The Board also noted the quarterly and annual reports it receives on all marketing support payments made by FTI to financial intermediaries. The Board considered the actual total expense ratio and, separately, the contractual management fee rate, without the effect of fee waivers (Management Rate), if any, of the Fund in comparison to the median expense ratio and median Management Rate, respectively, of other mutual funds deemed comparable to and with a similar expense structure as the Fund selected by Broadridge (Expense Group). Broadridge fee and expense data is based upon information taken from each fund’s most recent annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios and Management Rates generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Broadridge to be an appropriate measure of comparative fees and expenses. The Broadridge Management Rate includes administrative charges, and the actual total expense ratio, for comparative consistency, was shown for Class A shares for funds with multiple classes of shares. The Board received a description of the methodology used by Broadridge to select the mutual funds included in an Expense Group.
The Expense Group for the Fund included the Fund, one other global small-/mid-cap fund, six global multi-cap core funds and seven global multi-cap growth funds. The Board noted that the Management Rate and actual total expense ratio for the Fund were slightly above the medians of its Expense Group. The Board concluded that the Management Rate charged to the Fund is reasonable. In doing so, the Board noted that the Sub-Adviser is paid by TICL out of the management fee TICL receives from the Fund.
Profitability
The Board reviewed and considered information regarding the profits realized by each Manager and its affiliates in connection with the operation of the Fund. In this respect, the Board considered the Fund profitability analysis that addresses the overall profitability of FTI’s U.S. fund business, as well as its profits in providing investment management and other services to each of the individual funds during the 12-month period ended September 30, 2017, being the most recent fiscal year-end for FRI. The Board noted that although management
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
SHAREHOLDER INFORMATION
continually makes refinements to its methodologies used in calculating profitability in response to organizational and product-related changes, the overall methodology has remained consistent with that used in the Fund’s profitability report presentations from prior years. Additionally, Pricewaterhouse-Coopers LLP, auditor to Franklin Resources, Inc. and certain Franklin Templeton funds, has been engaged to periodically review and assess the allocation methodologies to be used solely by the Fund’s Board with respect to the profitability analysis.
The Board noted management’s belief that costs incurred in establishing the infrastructure necessary for the type of mutual fund operations conducted by each Manager and its affiliates may not be fully reflected in the expenses allocated to the Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. The Board also noted management’s expenditures in improving shareholder services provided to the Fund, as well as the need to implement systems and meet additional regulatory and compliance requirements resulting from recent SEC and other regulatory requirements.
The Board also considered the extent to which each Manager and its affiliates might derive ancillary benefits from fund operations, including revenues generated from transfer agent services, potential benefits resulting from personnel and systems enhancements necessitated by fund growth, as well as increased leverage with service providers and counterparties. Based upon its consideration of all these factors, the Board concluded that the level of profits realized by each Manager and its affiliates from providing services to the Fund was not excessive in view of the nature, extent and quality of services provided to the Fund.
Economies of Scale
The Board reviewed and considered the extent to which each Manager may realize economies of scale, if any, as the Fund grows larger and whether the Fund’s management fee structure reflects any economies of scale for the benefit of shareholders. With respect to possible economies of scale, the Board noted the existence of management fee breakpoints, which operate generally to share any economies of scale with a Fund’s shareholders by reducing the Fund’s effective management fees as the Fund grows in size. The Board considered each Manager’s view that any analyses of potential economies of scale in managing a particular fund are inherently limited in light of the joint and common costs and investments each Manager incurs across the Franklin Templeton family of funds
as a whole. The Board concluded that to the extent economies of scale may be realized by TICL and its affiliates, the Fund’s management fee structure provided a sharing of benefits with the Fund and its shareholders as the Fund grows.
Conclusion
Based on its review, consideration and evaluation of all factors it believed relevant, including the above-described factors and conclusions, the Board unanimously approved the continuation of each Management Agreement for an additional one-year period.
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 Statement of Investments
The Fund files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q 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.
Householding of Reports and Prospectuses
You will receive each Fund’s financial reports every six months as well as an annual updated summary prospectus (prospectus available upon request). To reduce Fund expenses, we try to identify related shareholders in a household and send only one copy of the financial reports and summary prospectus. This process, called “householding,” will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at (800) 632-2301. At any time you may view current prospectuses/summary
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TEMPLETON GLOBAL SMALLER COMPANIES FUND
SHAREHOLDER INFORMATION
prospectuses and financial reports on our website. If you choose, you may receive these documents through electronic delivery.
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| | | | Annual Report and Shareholder Letter Templeton Global Smaller Companies Fund Investment Manager Templeton Investment Counsel, LLC |
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| | | | Subadvisor |
| | | | Franklin Templeton Investments Corp. |
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| | | | Distributor |
| | | | Franklin Templeton Distributors, Inc. |
| | | | (800) DIAL BEN® / 342-5236 franklintempleton.com |
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| | | | Shareholder Services |
| | | | (800) 632-2301 |
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| | Authorized for distribution only when accompanied or preceded by a summary prospectus and/or prospectus. Investors should carefully consider a fund’s investment goals, risks, charges and expenses before investing. A prospectus contains this and other information; please read it carefully before investing. To help ensure we provide you with quality service, all calls to and from our service areas are monitored and/or recorded. |
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| | © 2018 Franklin Templeton Investments. All rights reserved. 103 A 10/18 |
(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 12(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 David W. Niemiec and he is “independent” as defined under the relevant Securities and Exchange Commission Rules and Releases. |
Item 4. | Principal Accountant Fees and Services. |
The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $51,161 for the fiscal year ended August 31, 2018 and $50,335 for the fiscal year ended August 31, 2017.
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 $3,102 for the fiscal year ended August 31, 2018 and $3,071 for the fiscal year ended August 31, 2017. 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.
There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.
There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning.
The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant, other than the services reported in paragraphs (a)-(c) of Item 4 were $442 for the fiscal year ended August 31, 2018 and $0 for the fiscal year ended August 31, 2017. 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, other than the services reported in paragraphs (a)-(c) of Item 4 were $0 for the fiscal year ended August 31, 2018 and $14,000 for the fiscal year ended August 31, 2017. The services for which these fees were paid included benchmarking services in connection with the 2015 ICI Transfer Agent Survey.
(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 $3,544 for the fiscal year ended August 31, 2018 and $17,071 for the fiscal year ended August 31, 2017.
(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. N/A |
Item 6. | Schedule of Investments. N/A |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. N/A
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 ensure that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934 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 controls or in other factors that could materially affect the internal controls over financial reporting subsequent to the date of their evaluation in connection with the preparation of this Shareholder Report on Form N-CSR.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Company.
(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 GLOBAL SMALLER COMPANIES FUND
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By | | /s/ MATTHEW T. HINKLE |
| | Matthew T. Hinkle |
| | Chief Executive Officer – |
| | Finance and Administration |
Date: October 25, 2018
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.
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By | | /s/ MATTHEW T. HINKLE |
| | Matthew T. Hinkle |
| | Chief Executive Officer – |
| | Finance and Administration |
Date: October 25, 2018
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By | | /s/ ROBERT G. KUBILIS |
| | Robert G. Kubilis |
| | Chief Financial Officer and |
| | Chief Accounting Officer |
Date: October 25, 2018