Schedule 14A Information

Proxy Statement Pursuant to Section 14(A) of the

Securities Exchange Act of 1934

(Amendment No. )

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[ ] Preliminary Proxy Statement[ ] Confidential, for Use of the Commission

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[ ] Definitive Additional Materials

[ ] Soliciting Material under Section 240.14a-12

FRANKLIN LIMITED DURATION INCOME TRUST

(Name of Registrant as Specified in its Charter)

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FRANKLINLIMITEDDURATIONINCOMETRUST

IMPORTANT SHAREHOLDER INFORMATION

We have enclosed important information about the Annual Shareholders’Meeting(the“Meeting”)ofFranklinLimitedDurationIncome Trust (the “Fund”) scheduled for Thursday, October 1, 2026, at 12:00 p.m., Eastern time. These materials discuss the proposal to be voted on at the Meeting,andcontaintheNoticeofMeeting,proxystatementandproxycard. A proxy card is, in essence, a ballot. When you vote your proxy, it tells us how you wish to vote on important issues relating to the Fund. If you complete, sign and return the proxy card, we’ll vote it as you indicated. Ifyou simply sign, date and return the proxy card, but do not specify a vote on the proposal listed thereon, your proxy will be voted FORthe election of the nominees to the position of Trustee (the “Proposal”).

We urge you to spend a few minutes reviewing the Proposal in the proxystatement.Then,pleasefilloutandsigntheproxycardandreturnit to us in the enclosed postage-paid envelope so that we know how you wouldliketovote.Whenshareholdersreturntheirproxycardspromptly, the Fund may be able to save money by not having to conduct additional mailings. Returning your proxy card does not preclude you from attending the meeting or later changing your vote prior to its being cast.

Weareurgingallshareholderstotakeadvantageofvotingbymail, Internet or telephone (separate instructions are listed on the enclosed proxy card to vote by telephone or through the Internet). Additionally, whileweanticipatethattheMeetingwilloccurasplannedonOctober1, 2026, there is a possibility that the Meeting may be postponed or the locationorapproachmayneedtobechanged,includingthepossibilityof holdingavirtualmeeting.Shouldthisoccur,wewillnotifyyoubyissuing a press release and filing an announcement with the Securities and Exchange Commission as definitive additional soliciting material.

Wewelcomeyourcomments.Ifyouhaveanyquestions,callFund Information at (800) DIAL BEN/342-5236.

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FRANKLIN LIMITED DURATION INCOME TRUST
NOTICEOF2026ANNUALSHAREHOLDERS’MEETING

The2026AnnualShareholders’Meeting(the“Meeting”)ofFranklin Limited Duration Income Trust (the “Fund”) will be held at the Fund’s offices, 300 S.E. 2nd Street, Fort Lauderdale, Florida 33301-1923, on Thursday, October 1, 2026, at 12:00 p.m., Eastern time.

DuringtheMeeting,shareholdersoftheFundwillvoteonthefollowing proposal:

•The election of Terrence J. Checki, Mary C. Choksi, Rupert H. Johnson,Jr.andLarryD.Thompson,TrusteesoftheFund,tohold office for a three-year term.

Inaddition,shareholderswillvoteonanyothermattersasmayproperly come before the Meeting. The Board of Trustees of the Fund (the “Board”) has fixed August 3, 2026, as the record date for the determination of shareholders entitled to vote at the Meeting.

ByOrderoftheBoardofTrustees Marc De Oliveira

Vice Presidentand AssistantSecretary

Dated: August 24, 2026

Pleasesignandpromptlyreturntheproxycardorvotinginstruction formintheenclosedself-addressed enveloperegardlessofthenumberof shares you own. If you have any questions, call Fund Information at (800) DIAL BEN^®/342-5236.

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FRANKLINLIMITEDDURATIONINCOMETRUST PROXY STATEMENT

♦ INFORMATIONABOUTVOTING

Whoisaskingformyvote?

The Board of Trustees (the “Board” or the “Trustees”) of Franklin LimitedDurationIncomeTrust(the“Fund”),inconnectionwiththeFund’s Annual Shareholders’ Meeting (the “Meeting”), has requested your vote.

Whoiseligibletovote?

Shareholders of record at the close of business on August 3, 2026, are entitled to be present and to vote at the Meeting or any adjournment of the Meeting. Eligible shareholders who intend to attend the Meeting in person willneedtobringproofofshareownership,suchasashareholderstatement or a letter from a custodian or broker-dealer confirming ownership, as of August 3, 2026, and a valid picture identification, such as a driver’s license or passport, for admission to the Meeting.

Each common share of beneficial interest, without par value (the “Common Shares”) of record is entitled to one vote, and each fractional CommonShareisentitledtoaproportionalfractionalvote,ontheelectionof the nominees to the position of Trustee (“Proposal”) to be presented at the Meeting. The Notice of Meeting, the proxy card, and the proxy statement were first mailed to shareholders of record on or about August 24, 2026.

Onwhatissueam Ibeing asked tovote?

Youare beingasked tovote onone Proposal:

•ToelectTerrenceJ.Checki,MaryC.Choksi,RupertH.Johnson, Jr. and Larry D. Thompson to the position of Trustee for a three-year term.

HowdotheFund’sTrusteesrecommendthatIvote?

TheTrusteesunanimouslyrecommendthatyouvoteFORtheelection of each of the Trustee nominees.

HowdoIensure thatmyvote isaccurately recorded?

You may attend the Meeting and vote in person or you may complete andreturntheenclosedproxycard.Ifyouareeligibletovotebytelephoneor through the internet, separate instructions are enclosed.

Proxy cards that are properly signed, dated and received at or prior to theMeetingwillbevotedasspecified.IfyouspecifyavotefortheProposal, your proxy will be voted as you indicate. If you simply sign, date and return the proxy card, but don’t specify a vote on the Proposal, your shares will be voted FOR the election of the nominees for the Board.

MayI revoke my proxy?

Youmayrevokeyourproxyatanytimebeforeitisvotedbyforwarding a written revocation or a later-dated proxy to the Fund, which must be received by the Fund at or prior to the Meeting, or by attending the Meeting and voting in person.

Whatifmysharesareheldinabrokerageaccount?

If your shares are held by your broker, then in order to vote in person at the Meeting, you will need to obtain a “Legal Proxy” from your broker and presentittotheInspectorofElectionattheMeeting.Also,inordertorevoke yourproxy,youmayneedtoforwardyourwrittenrevocationoralater-dated proxy card to your broker rather than to the Fund.

♦ PROPOSAL:ELECTIONOF TRUSTEES

How are nomineesselected?

The Board of the Fund has a Nominating Committee consisting ofHarris J. Ashton, Ann Torre Bates, Terrence J. Checki, Mary C. Choksi,Edith E. Holiday, J. Michael Luttig, Larry D. Thompson and Valerie M. Williams, none of whom is an “interested person” of the Fund as defined in theInvestmentCompanyActof1940,asamended(the“1940Act”).Trustees who are not interested persons of the Fund are referred to as “Independent Trustees,”andTrusteeswhoareinterested personsoftheFundarereferred to as “Interested Trustees.” The Nominating Committee is responsible for selecting candidates to serve as Trustees and recommending such candidates:

(a)forselectionandnominationasIndependentTrusteesbytheincumbent Independent Trustees and the full Board; and (b) for selection and nomination as Interested Trustees by the full Board. In considering a candidate’s qualifications, the Nominating Committee generally considers the potential candidate’s educational background, business or professional experience, and reputation. In addition, the Nominating Committee has established as minimum qualifications for Board membership as an Independent Trustee: (1) that such candidate be independent from

relationships withtheFund’sinvestment manager andother principal service providers both within the terms and the spirit of the statutory independence requirements specified under the 1940 Act and the rules thereunder; (2) that such candidate demonstrate an ability and willingness to make the considerable time commitment, including personal attendance at Board meetings, believed necessary to his or her function as an effective Board member; and (3) that such candidate have no continuing relationship as a director,officerorboardmemberofanyU.S.registeredinvestmentcompany otherthanthosewithintheFranklinTempletonfundcomplexoraclosed-end business development company primarily investing in non-public entities.

When adding individuals as Independent Board members the Nominating Committee considers individuals with differing backgrounds or skill sets in ordertoprovideanappropriatemixofperspectives,diversity,knowledgeand experience on the Board.

Under the Fund’s governing instruments, nominees must meet certain additional qualifications to qualify for nomination and service as a Trustee. Nomineesmaybedisqualifiediftheyengagedindisablingconductoutlined in the Fund’s Declaration of Trust. Nominees that are associated with other investment vehicles and investment advisers may not be eligible for nominationandserviceasaTrusteeiftheBoardfindsthatsuchassociations have conflicts of interest with the long-term best interests of the Fund, impede the ability of the nominee to perform, or impede the free-flow of information from management. Nominees that are acting in concert with control persons of other investment companies that are in violation of Section 12(d)(1) of the 1940 Act shall be disqualified from nomination and service as a Trustee.

When the Board has or expects to have a vacancy, the Nominating Committeereceivesandreviewsinformationonindividualsqualifiedtobe recommended to the full Board as nominees for election as Trustees, including any recommendations by “Qualifying Fund Shareholders” (as defined below). Such individuals are evaluated based upon the criteria described above. To date, the Nominating Committee has been able to identify, and expects to continue to be able to identify, from its own resources an ample number of qualified candidates. The Nominating Committee will,however,reviewrecommendations from Qualifying Fund Shareholders to fill vacancies on the Board if these recommendations are submittedtimelyinwritingandaddressedtotheNominatingCommitteeat the Fund’s offices and are presented with appropriate background material concerning the candidate that demonstrates his or her ability to serve as a Trustee, including as an Independent Trustee, of the Fund. A Qualifying

Fund Shareholder is a shareholder who: (i) has continuously owned ofrecord, or beneficially through a financial intermediary, shares of the Fund having a net asset value of not less than two hundred and fifty thousand dollars ($250,000) during the twenty-four month period prior to submitting the recommendation; and (ii) provides a written notice to the Nominating Committeecontainingthefollowinginformation: (a)thenameandaddressof the Qualifying Fund Shareholder making the recommendation; (b) thenumber of shares of the Fund that are owned of record and beneficially by such Qualifying Fund Shareholder and the length of time that such shares have been so owned by the Qualifying Fund Shareholder; (c) a description of all arrangements and understandings between such Qualifying Fund Shareholderandanyotherpersonorpersons(namingsuchpersonorpersons) pursuanttowhichtherecommendation isbeingmade;(d)thename,age,date of birth, business address and residence address of the person or persons being recommended; (e) such other information regarding each person recommended by such Qualifying Fund Shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the U.S. Securities and Exchange Commission (“SEC”) had the nominee been nominated by the Board; (f) whether the Qualifying Fund Shareholdermaking the recommendation believes the person recommended would or would not be an “interested person” of the Fund, as defined in the 1940 Act; and (g) the written and signed consent of each person recommended to serve as a Trustee of the Fund if so nominated and elected/appointed. In addition, the Qualifying Fund Shareholder must promptly provide any other information reasonably requested by the Fund.

The Nominating Committee may amend these procedures from time to time,includingtheproceduresrelatingtotheevaluationofnomineesandthe process for submitting recommendations to the Nominating Committee.

The Board has adopted and approved a formal written charter for the NominatingCommittee.Acopyofthecharterisattachedas“ExhibitA”to this proxy statement.

WhatisthebackgroundoftheFund’snomineesandthecurrent members of the Board?

TheBoardisdividedintothreeclasses,eachclasshavingatermofthree years. Each year the term of office of one class expires. This year, the terms of four Trustees expire. Terrence J. Checki, Mary C. Choksi, Rupert H. Johnson, Jr. and Larry D. Thompson have each been nominated forthree-year terms, set to expire at the 2029 Annual Shareholders’ Meeting. These

termscontinue,however,untiltheirsuccessorsaredulyelectedandqualified or until a Trustee’s resignation, retirement, death or removal, whichever is earlier. The Fund’s nominees are currently members of the Board, and have been previously elected by shareholders. In addition, all of the Fund’s nominees and other Trustees are also directors and/or trustees of other investment companies within the Franklin Templeton fund complex.

The Interested Trustees of the Fund hold director and/or officer positions with Franklin Templeton, Inc. and its affiliates. Franklin Templeton, Inc. is a publicly traded company whose common shares are listedontheNewYorkStockExchange(NYSE:BEN).AsofJune30,2026, Rupert H. Johnson, Jr. beneficially owned approximately 21% of the common shares of Franklin Templeton, Inc. The shares deemed to be beneficiallyownedbyRupertH.Johnson,Jr.includecertainsharesheldbya private charitable foundation or by his spouse, of which he disclaims beneficial ownership. Franklin Templeton, Inc., a global investment management organization, is primarily engaged, through its various subsidiaries, in providing investment management, share distribution,transfer agent and administrative services to a family of investment companies.

RupertH.Johnson,Jr.,TrusteeoftheFund,istheuncleofGregoryE. Johnson, Chairman of the Board, Trustee and Senior Vice President of the Fund.

EachoftheFund’snomineesiscurrentlyavailableandhasconsentedto continue to serve as a Trustee of the Fund if elected. If any of the nominees should become unavailable, the persons named as proxies in the proxy card will vote in their discretion for another person or persons who may be nominated as Trustees.

In addition to personal qualities, such as integrity, in considering candidates fortheBoard,theNominatingCommitteeseekstofindpersonsofgood reputationwhoseexperienceandbackgroundevidencethatsuchpersonhasthe abilitytocomprehend,discussandcriticallyanalyzematerialsandissues presented in exercising judgments and reaching informed conclusions relevant to thefulfillmentofaTrustee’sdutiesandfiduciaryobligations.Informationonthe businessactivities of the Fund’s nominees and other Trustees during the past five yearsandbeyondappearsbelowanditisbelievedthatthespecificbackgroundof eachnomineeandTrusteeevidencessuchabilityandmakesitappropriatefor himorhertoserveontheBoard.Asindicatedbelow,AnnTorreBateshas servedaschieffinancialofficerofamajorcorporationandasaboardmemberof

anumberofpubliccompanies;HarrisJ.Ashtonhasservedasachiefexecutive officerofaNewYorkStockExchangelistedpubliccorporation;LarryD. ThompsonandEdithE.Holidayeachhavelegalbackgrounds,includinghigh-levellegalpositionswithdepartmentsoftheU.S.government;J.MichaelLuttig has15yearsofjudicialexperienceasaFederalAppealsCourtJudgeand11 yearsofexperienceasExecutiveVicePresidentandGeneralCounselofamajor publiccompany;MaryC.Choksihasanextensivebackgroundinasset management,includingfoundinganinvestmentmanagementfirm;TerrenceJ. CheckihasservedasaseniorexecutiveofaFederalReserveBankandhasvast experienceevaluatingeconomicforcesandtheirimpactsonmarkets,including emergingmarkets;ValerieM.Williamshasservedasdirectorofvarious companiesandwasaregionalassurancemanagingpartneratErnst&Young LLP;andRupertH.Johnson,Jr.andGregoryE.Johnsonarebothhigh-ranking executiveofficersofFranklinTempleton,Inc.

Listedbelow,foreachnomineeandTrustee,ishisorhername,yearof birth and address, as well as position and length of service with the Fund, a brief description ofrecent professional experience, thenumber ofportfolios in the Franklin Templeton fund complex that he or she oversees, and other directorships held.

NomineesforIndependentTrusteetoserveuntilthe2029Annual Shareholders’ Meeting

Thefollowingtablesprovidethedollarrangeofequitysecurities beneficially owned by the Board members on August 3, 2026.

Boardmembershistoricallyhavefollowedapolicyofhavingsubstantial investments in one or more of the funds in Franklin Templeton, as is consistent with their individual financial goals. In February 1998, this policy was formalized through adoption of a requirement that each Board member invest one-third of the fees received for serving as a trustee of a Franklinfund (excluding committee fees) in shares of one or more Franklin funds (which may include the Fund) until the value of such investments equals or exceeds five times the annual retainer and regular Board meeting fees paid to such Board member.

Investments in the name of family members or entities controlled by a BoardmemberconstitutefundholdingsofsuchBoardmemberforpurposes of this policy, and a three-year phase-in period applies to such investment requirements for newly elected Board members. In implementing such policy, a Board member’s holdings existing on February 27, 1998, were valued as of such date with subsequent investments valued at cost.

How often do the Trusteesmeetandwhatare they paid?

The role of the Trustees is to provide general oversight of the Fund’s business, and to ensure that the Fund is operated for the benefit of all shareholders. TheTrustees anticipate meeting atleast eight times duringthe current fiscal year to review the operations of the Fund and the Fund’s investmentperformance.TheTrusteesalsooverseetheservicesfurnishedto the Fund by Franklin Advisers, Inc., the Fund’s investment manager (the “Investment Manager”), and various other service providers.

The Fund’s Independent Trustees also serve as independent directors/ trustees of a number of registered investment companies the Franklin Templeton fund complex. Each Independent Trustee currently is paid an annual retainer fee of $304,000, together with a $7,000 per meeting fee for attendance at each regularly scheduled Board meeting, a portion of which is allocated to the Fund. To the extent held, compensation may also be paid for attendance at specially held Board meetings. The Fund’s Lead Independent Trustee is paid an annual supplemental retainer of $75,000 for service, a portion of which is allocated to the Fund. Trustees who serve on the Audit Committee of the Fund and such other funds are paid a $10,000 annual retainer fee, together with a $3,000 fee per Audit Committee meeting in which they participate, a portion of which is allocated to the Fund. The chairmanoftheAuditCommitteeoftheFundandsuchotherfunds,currently Terrence J. Checki, receives a fee of $50,000 per year, a portion of which is allocated to the Fund, in lieu of the Audit Committee member retainer fee.

Independent Trustees are also reimbursed for expenses incurred inconnectionwithattendingBoardandAuditCommitteemeetings,educational conferences, seminars and meetings.

During the fiscal year ended December 31, 2025, there were eight meetings of the Board, eight meetings of the Audit Committee and three meetingsoftheNominatingCommittee.EachTrusteetheninofficeattended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which the Trustee served.

The Fund does not currently have a formal policy regarding Trustees’ attendanceatannualshareholders’meetings.NoneoftheTrusteesattended the Fund’s last annual shareholders’ meeting held on October 2, 2025.

CertainInterestedTrusteesandofficersoftheFundareshareholdersof FranklinTempleton,Inc. and may receiveindirectremunerationdue to their

participation in the management fees and other fees received by the Investment Manager and its affiliates from the funds in the Franklin Templetonfundcomplex.TheInvestmentManageroritsaffiliatespaythe salariesandexpensesoftheofficers.Nopensionorretirement benefitsare accrued as part of Fund expenses.

ThetablebelowindicatesthetotalfeespaidtotheIndependentTrustees by the Fund individually and by all of the funds in Franklin Templeton.

These Trustees also serve as directors or trustees of other funds in FranklinTempleton,manyofwhichholdmeetingsatdifferentdatesand

times.TheTrusteesandtheFund’smanagementbelievethathavingthesame individualsservingontheboardsofmanyofthefundsinFranklinTempleton enhancestheabilityofeachfundtoobtain,atarelatively modestcosttoeach separate fund, the services of high-caliber, experienced and knowledgeable Independent Trustees who can bring their experience and talents to, and effectively oversee the management of, several funds.

(1)Compensationreceivedfor the fiscalyear ended December31, 2025.

(2)Compensationreceivedfor the calendaryear ended December31, 2025.

(3)We base the number of boards on the number of U.S. registered investment companies in the Franklin Templeton fund complex. This numberdoesnotincludethetotalnumberofseriesorfundswithineach investment company for which the Board members are responsible.

(4)AnnTorre Bateswas appointed to theBoard asof August1,2026.

Whoarethe Executive Officersofthe Fund?

Officers of the Fund are appointed by the Trustees and serve at the pleasure of the Board. Listed below, for each Executive Officer, are his orher name, year of birth, address, a brief description of his or her recent professionalexperience,andhisorherpositionandlengthofservicewiththe Fund:

♦ ADDITIONALINFORMATIONABOUTTHEFUND

TheInvestmentManager.TheInvestmentManagerisFranklinAdvisers, Inc.,aCaliforniacorporation,whoseprincipaladdressisOneFranklinParkway, SanMateo,CA94403.TheInvestmentManagerisawhollyownedsubsidiaryof Franklin Templeton, Inc.

TheAdministrator.TheadministratoroftheFundisFranklinTempleton Services,LLC(“FTServices”),whoseprincipaladdressisalsoOneFranklin Parkway,SanMateo,CA94403.UnderanagreementwiththeInvestment Manager,FTServicesperformscertainadministrativefunctions,suchas portfoliorecordkeeping,fortheFund.FTServicesisanindirectwhollyowned subsidiary of Franklin Templeton, Inc.

The Transfer Agent.The transfer agent, registrar and dividend disbursementagentfortheFundisComputershareInc.,P.O.Box43006, Providence, RI 02940-3078.

The Custodian.ThecustodianfortheFundisJPMorganChaseBank, 270 Park Avenue, New York, New York 10017-2070.

Reports to Shareholders and Financial Statements.TheFund’slatest audited financial statements and annual report for the fiscal year ended December 31, 2025, are available free of charge. To obtain a copy, visit the Fund’s website at www.franklintempleton.com, or call toll-free (800) DIAL BEN/342-5236 or forward a written request to Franklin Templeton Investor Services, LLC, P.O. Box 997151, Sacramento, CA 95899-9983.

Principal Shareholders.As of August 3, 2026, the Fund had 40,405,374 Common Shares outstanding. The Fund’s Common Shares are listed on the NYSEAmerican (symbol: FTF). From time to time, the number of shares held in “street name” accounts of various securities dealers for the benefit of their clients may exceed 5% of the total shares outstanding. To the knowledge of the Fund’s management and/or based on public filings, as of August 3, 2026, there were no other entities holding beneficially or of record morethan5%oftheFund’soutstandingCommonShares,exceptasshownin the following tables:

1.Thenatureofbeneficialownershipisshareddispositivepower,as reported on Schedule 13G, filed with the SEC on May 11, 2026.

Inaddition,totheknowledgeof theFund’smanagement,asof

August3,2026,noTrusteeoftheFundowned1%ormoreoftheoutstanding Common Shares of the Fund, and the Officers and Trustees of the Fund owned, as a group, less than 1% of the outstanding Common Shares.

Contacting the Board.If a shareholder wishes to send a communicationtotheBoard,suchcorrespondenceshouldbeinwritingand

addressed to the Board at the Fund’s offices, One Franklin Parkway, San Mateo,CA94403.ThecorrespondencewillthenbegiventotheBoardforits review and consideration.

♦ AUDITCOMMITTEE

The Board has a standing Audit Committee currently consisting of Messrs.Checki,Luttig,andThompsonandMses.Bates,ChoksiandHoliday, all of whom are Independent Trustees and also are considered to be “independent” as that term is defined by NYSEAmerican’s listing standards.

The Fund’s Audit Committee is responsible for the appointment, compensation and retention of the Fund’s independent registered public accounting firm (“auditors”), including evaluating their independence, recommendingtheselectionoftheFund’sauditorstothefullBoard,and meetingwithsuchauditorstoconsiderandreviewmattersrelatingtothe Fund’s financial reports and internal auditing.

Selection of Auditors.The Audit Committee and the Board have selectedthefirmofPricewaterhouseCoopersLLP(“PwC”)asauditorsofthe Fund for the current fiscal year. Representatives of PwC are not expected to be present at the Meeting, but will have the opportunity to make a statement if they wish, and will be available should any matter arise requiring their presence.

Audit Fees.TheaggregatefeespaidtoPwCforprofessionalservices rendered by PwC for the audit of the Fund’s annual financial statements or forservicesthatarenormallyprovidedbyPwCinconnectionwithstatutory and regulatory filings or engagements were $125,429 for the fiscal year ended December 31, 2024, and $160,550 for the fiscal year endedDecember 31, 2025.

Audit-Related Fees.There were no aggregate fees paid to PwC for assurance and related services rendered by PwC to the Fund that are reasonably related to the performance of the audit of the Fund’s financial statementsandarenotreportedunder“AuditFees”aboveforthefiscalyears ended December 31, 2024, and December 31, 2025.

Tax Fees.The aggregate fees paid to PwC for professional services renderedbyPwCtotheFundfortaxcompliance,taxadviceandtaxplanning were $10,000 for the fiscal year ended December 31, 2024, and $10,000 for the fiscal year ended December 31, 2025. These services consisted of

(i)reviewor preparationofU.S.federal,state, localand excise tax returns;

(ii)U.S.federal,stateandlocaltaxplanning,adviceandassistanceregarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

There were no fees paid to PwC for professional services rendered by PwCtotheInvestmentManagerandanyentitycontrolling,controlledbyor under common control with the Investment Manager that provides ongoing services to the Fund for tax compliance, tax advice and tax planning for the fiscal years ended December 31, 2024, and December 31, 2025.

All Other Fees.There were no fees paid to PwC for products and servicesrenderedbyPwCtotheFundnotreportedinpreviousparagraphsfor the fiscal years ended December 31, 2024, and December 31, 2025.

There were no fees paid to PwC for products and services rendered by PwCtotheInvestmentManagerandanyentitycontrolling,controlledbyor under common control with the Investment Manager that provides ongoing services to the Fund other than services reported in previous paragraphs for the fiscal years ended December 31, 2024, and December 31, 2025.

Aggregate Non-Audit Fees.Theaggregatenon-auditfeesof$471,950 for the fiscal year ended December 31, 2024, and $1,427,011 for the fiscal year ended December 31, 2025, were paid to PwC for services rendered by PwC to the Fund and the Investment Manager and any entity controlling, controlled by, or under common control with the Investment Manager that provides ongoing services to the Fund.

AuditCommitteePre-ApprovalPoliciesandProcedures.Asofthe date of this proxy statement, the Audit Committee has not adopted written pre-approval policies and procedures within the meaning of

Rule 2-01(c)(7)(i) of Regulation S-X. As a result, the services described above that are subject to Audit Committee pre-approval and provided by PwC must be directly pre-approved by the Audit Committee or by a designatedmemberoftheAuditCommitteepursuanttodelegatedauthority.

Audit Committee Charter.The Board has adopted and approved a revisedformalwrittencharterfortheAuditCommittee,whichsetsforththe Audit Committee’s responsibilities. A copy of the charter is attached as “Exhibit B” to this proxy statement.

As required by the charter, the Audit Committee reviewed the Fund’s auditedfinancialstatementsandmetwithmanagement,aswellaswithPwC, the Fund’s independent auditors, to discuss the financial statements for the fiscal year ended December 31, 2025.

Audit Committee Report.The Audit Committee received the written disclosuresandtheletterfromPwCrequiredbyapplicablerequirementsofthe Public Company Accounting Oversight Board (“PCAOB”) regarding PwC’s communications with the Audit Committee concerning independence. The AuditCommitteealsoreceivedthereportofPwCregardingtheresultoftheir audit. In connection with their reviewof the financial statements and PwC’s report,themembersoftheAuditCommitteediscussedwitharepresentativeof PwC,PwC’sindependence,aswellasthemattersrequiredtobediscussedby the applicable requirements of the PCAOB and the SEC, including, but not limitedtothefollowing:PwC’sresponsibilitiesinaccordancewithgenerally acceptedauditingstandards;PwC’sresponsibilitiesforinformationprepared bymanagementthataccompaniestheFund’sauditedfinancialstatementsand anyproceduresperformedandtheresults;theinitialselectionof,andwhether therewereanychangesin,significantaccountingpoliciesortheirapplication; management’s judgments and accounting estimates; whether there were any significant audit adjustments; whether there were any disagreements with management; whether there was any consultation with other accountants; whethertherewereanymajorissuesdiscussedwithmanagementpriortothe PwC’s retention; whether PwC encountered any difficulties in dealing with managementinperformingtheaudit;andPwC’sjudgmentsaboutthequality of the Fund’s accounting principles.

BasedonitsreviewanddiscussionswithmanagementandPwC,the AuditCommitteedidnotbecomeawareofanymaterialmisstatementsor omissions in the Fund’s financial statements.

Accordingly, the Audit Committee recommended to the Board that the auditedfinancialstatementsforthefiscalyearendedDecember31,2025,be included in the Fund’s Form N-CSR filed with the SEC.

AUDITCOMMITTEE

TerrenceJ.Checki(Chairman) Ann Torre Bates

Mary C. Choksi Edith E.Holiday

J. Michael Luttig LarryD.Thompson

♦ ADDITIONALINFORMATIONABOUTTHEBOARD

Board Role in Risk Oversight.The Board, as a whole, considers risk managementissuesaspartofitsgeneraloversightresponsibilitiesthroughout the year at regular Board meetings, through regular reports that have been developed by management, in consultation with the Board and its counsel.

These reports address certain investment, valuation and compliance matters. The Board also may receive special written reports or presentations on a varietyofriskissues,eitherupontheBoard’srequestorupontheInvestment Manager’s initiative. In addition, the Audit Committee of the Board meets regularly with the Investment Manager’s internal audit group to review reports on their examinations of functions and processes within Franklin Templeton that affect the Fund.

With respect to investment risk, the Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition,theportfolio managersoftheFundmeetregularly withtheBoardto discuss portfolio performance, including investment risk. To the extent that the Fund changes a particular investment strategy that could have a material impact on the Fund’s risk profile, the Board generally is consulted with respecttosuchchange.TotheextentthattheFundinvestsincertaincomplex securities, including derivatives, the Board receives periodic reports containing information about exposure of the Fund to such instruments. In addition, the Investment Manager’s investment risk personnel meet regularly with the Board to discuss a variety of issues, including the impact on theFund of the investment in particular securities or instruments, such as derivatives.

With respect to valuation, the Investment Manager provides periodic reports to the Board that enable the Board to oversee the Investment Manager, as the Board’s Valuation Designee, in monitoring and assessing material risks associated with fair valuation determinations, including material conflicts of interest. In addition, the Board reviews the Investment Manager’s performance of an annual valuation risk assessment under which the Investment Manager seeks to identify and enumerate material valuation risks whichare or may beimpactfulto the Fundincluding,but not limitedto

(1)thetypesofinvestmentsheld(orintendedtobeheld)bytheFund,giving consideration to those investments’ characteristics; (2) potential market or sector shocks or dislocations which may affect the ongoing valuation operations; and (3) the extent to which each fair value methodology uses unobservable inputs. The Investment Manager reports any material changes to the risk assessment, along with appropriate actions designed to manage such risks, to the Board.

Withrespecttocompliancerisks,theBoardreceivesregularcompliance reports prepared by the Investment Manager’s compliance group and meets regularly with the Fund’s Chief Compliance Officer (“CCO”) to discuss compliance issues, including compliance risks. As required under SEC rules, theIndependentTrusteesmeetatleastquarterly inexecutivesessionwiththe CCO, and the CCO prepares and presents an annual written compliance report to the Board. The Board adopts compliance policies and proceduresfor the Fund and approves such procedures for the Fund’s service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.

The Investment Manager periodically provides an enterprise risk managementpresentationtotheBoardtodescribethewayinwhichriskis managed onacomplex-wide level. Suchpresentation covers suchareas as investment risk, reputational risk, personnel risk, cybersecurity risk and business continuity risk.

Board Structure.Seventy-fivepercentormoreofBoardmembersare Independent Trustees who are not deemed to be “interested persons” by reason of their relationship with the Fund’s management or otherwise as provided under the 1940 Act. While the Chairman of the Board is an interested person, the Board is also served by a Lead Independent Trustee.

The Lead Independent Trustee, together with independent counsel, reviews proposed agendas for Board meetings and generally acts as a liaison with Fund management with respect to questions and issues raised by the Independent Trustees. The Lead Independent Trustee also presides atseparatemeetingsofIndependentTrusteesheldinadvanceofeachscheduled Board meeting where various matters, including those being considered at suchBoardmeeting, arediscussed. Itisbelieved suchstructure andactivities assure that proper consideration is given at Board meetings to mattersdeemed important to the Fund and its shareholders.

♦ FURTHER INFORMATION ABOUT VOTING AND THE MEETING

Solicitation of Proxies.YourvoteisbeingsolicitedbytheBoard.The cost of soliciting these proxies, including the fees of any proxy soliciting agent,isbornebytheFund.TheFundreimburses brokeragefirmsandothers for their reasonable expenses in forwarding proxy materials to the beneficial owners and soliciting them to execute their proxies. In addition, the Fund may retain a professional proxy solicitation firm to assist with any necessary solicitation of proxies. The Fund expects that the solicitation would be

primarily by mail, but may also be conducted via telephone, facsimile, electronic or other means of communication. If the Fund does not receive yourproxybyacertaintime,youmayreceiveatelephonecallfromaproxy soliciting agent asking you to vote. If professional proxy solicitors are retained, it is expected that soliciting fees would be approximately $5,000, plus expenses. The Fund does not reimburse Trustees and officers of the Fund,orregularemployeesandagentsoftheInvestmentManager,involved in the solicitation of proxies. The Fund intends to pay all costs associated with the solicitation and the Meeting.

Application of Control Share Provisions.The Fund is automatically subject to control share acquisition provisions within the DelawareStatutoryTrustAct(the“ControlShareProvisions”).Ingeneral,theControl Share Provisions limit the ability of holders of “control beneficial interests” tovotetheirsharesofafundabovevariousthresholdlevelsthatstartat10% unless the other shareholders of such fund vote to reinstate those rights. “Control beneficial interests” are aggregated to include the holdings of related parties and shares acquired before the effective date of the Control Share Provisions. A fund’s board of trustees may exempt acquisitions from the application of the Control Share Provisions.

The Control Share Provisions require shareholders to disclose any controlshareacquisitiontotheFundwithin10daysofsuchacquisitionand, upon request, to provide any related information that the Fund’s Board reasonably believes is necessary or desirable.

Voting by Broker-Dealers.TheFundexpectsthat,beforetheMeeting, broker-dealer firms holding shares of the Fund in “street name” for their customers will request voting instructions from their customers andbeneficial owners. If these instructions are not received by the date specified in the broker-dealer firms’ proxy solicitation materials, the Fund understands that current NYSE rules permit the broker-dealers to vote on the Proposal to be considered at the Meeting on behalf of their customers and beneficial owners. Certain broker-dealers may exercise discretion over shares held in their name for which no instructions are received by voting those shares inthe same proportion as they vote shares for which they received instructions.

Quorum.Amajorityofthesharesentitledtovoteatthe meeting—presentinpersonorrepresentedbyproxy—constitutesaquorumat the Meeting. The shares over which broker-dealers have discretionary voting power, the shares that represent “broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from

the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter), and the shares whose proxies reflect an abstention or withhold authority on anyitemareallcountedassharespresentandentitled tovoteforpurposesof determiningwhethertherequiredquorumofsharesexists.However,because the Proposal is the only matter currently expected to be presented at the Meeting,theFunddoesnotanticipate thattherewillbeanybrokernon-votes or abstentions.

Required Vote.Provided that a quorum is present, Trustees must be elected by not less than a plurality of the votes cast of the shares entitled to vote thereon. This means that the Trustee nominees receiving the largest numberofvoteswillbeelectedtofilltheavailablepositions,andanominee may be elected even if he or she received the affirmative vote of less than a majority of the outstanding shares of the Fund voting. All voting rights are non-cumulative, which means that the holders of more than 50% of the shares voting for the election of Trustees can elect 100% of such Trustees standing for election if they choose to do so.

Abstentionsandbrokernon-votes,ifany,willbetreatedasvotespresent at the Meeting, but will not be treated as votes cast. Abstentions and broker non-votes, therefore, will not be counted for purposes of obtaining approval of the Proposal.

Adjournment.Whether or not a quorum is present at the Meeting, the Meeting may be adjourned from time to time for any reason whatsoever by vote of the holders of shares entitled to vote holding not less than a majority oftheshares present inpersonorbyproxyattheMeeting, orbytheChairof the Board, the President of the Fund in the absence of the Chair, or any Vice President of the Fund or other authorized officer of the Fund, in the absence of the President. The persons named as proxies will vote in their discretion on questions of adjournment those shares for which proxies have been received. If the Meeting is adjourned, notice need not be given, unless a new recorddateoftheadjournedMeetingisfixed.AtanyadjournedMeeting,the Fund may transact any business which might have been transacted at the original Meeting.

With respect to adjournments, the Fund or its officers, as applicable,will adhere to the guidelines provided in the Statement on Adjournment of Investment Company Shareholder Meetings and Withdrawal of Proposed Rule20a-4andAmendmenttoRule20a-1,InvestmentCompanyActRelease No.7659 (Feb. 6, 1973),and weigh carefullythedecisionwhether to adjourn

a shareholder meeting for the purpose of soliciting shareholders to obtain additionalproxies.Inanysuchcase,thepersonsnamedasproxiesand/orthe officers of the Fund will consider whether an adjournment and additional solicitation is reasonable and in the interest of shareholders, or whether such procedures would constitute an abuse of office.

Shareholder Proposals.Shareholder proposals to be presented at the next annual shareholders’ meeting must be received at the Fund’s offices, One Franklin Parkway, San Mateo, California 94403, Attention: Secretary,no later than April 26, 2027, in order to be considered for inclusion in the Fund’sproxystatementandproxycardrelatingtothatmeetingandpresented at that meeting.

A shareholder of the Fund who has not submitted a written proposal for inclusion in the Fund’s proxy statement by April 26, 2027, as described above, may nonetheless present a proposal at the Fund’s 2027 Annual Shareholders’ Meeting if such shareholder notifies the Fund of such proposal in writing at the Fund’s offices not earlier than May 4, 2027, and not later thanJune3,2027.Ifashareholderfailstogivenoticewithinthesedates,then thematter shall notbeeligible forconsideration attheshareholders’ meeting. If, notwithstanding the effect of the foregoing notice provisions, ashareholder proposal is acted upon at the 2027 Annual Shareholders’ Meeting, the persons designated as proxy holders for proxies solicited by the Boardforthe2027AnnualShareholders’Meetingmayexercisediscretionary voting power with respect to any shareholder proposal not received by the Fund at the Fund’s offices by July 10, 2027. A shareholder proposal may be presented at the 2027 Annual Shareholders’ Meeting only if such proposal concerns a matter that may be properly brought before the meeting under applicable federal proxy rules and state law.

In addition to the requirements set forth above, a shareholder must complywiththefollowing(whichisqualifiedinitsentiretybytheFund’s governing instruments):

1.A shareholder intending to present a proposal must (i) be entitled to vote at the meeting; (ii) comply with the notice proceduressetforthinthisproxystatementandintheFund’s By-Laws; and (iii) have been a shareholder of record, with proofofsuchownershiporholdingreasonablysatisfactoryto the Fund to be provided by such record owner or nominee holder, at the time the shareholder’s notice was received by the secretary of the Fund.

2.Eachnoticegivenbyashareholderregardingnominationsforthe electionofaTrusteeshallsetforth(i)thename,age,business addressand,ifknown,residenceaddressofeachnominee proposedinsuchnotice;(ii)theprincipaloccupationor employmentofeachsuchnominee;(iii)thenumberofsharesof theFundwhicharebeneficiallyownedbyeachsuchnominee;

(iv)whethersuchshareholderbelieveseachsuchnomineeisor willbean“interestedperson”oftheFund(asdefinedinthe1940 Act);(v)thewrittenandsignedconsentofeachsuchnominee,to benamedasanomineeandtoserveasaTrusteeifelected;

(vi)allsuchotherinformationregardingeachsuchnomineeas wouldhavebeenrequiredtobeincludedinaproxystatement filedpursuanttotheproxyrulesoftheSEChadeachsuch nomineebeennominatedbytheBoard;and(vii)requirementto complete,execute,andreturntotheFundwithinfivebusiness daysofreceipt,theFund’sformoftrusteequestionnaireandany supplementalinformationreasonablyrequestedbytheTrust.In addition,theshareholdermakingsuchnominationshallpromptly provide any other information reasonably requested by the Fund. AnoticeregardinganominationfortheelectionofaTrustee mustprovidetheinformationlistedhereinforeachpersonor personstobenominated,togetherwithanypersonstobe designatedasaproposedsubstitutenomineeintheeventthata proposednomineeisunwillingorunabletoserve,includingby reason of any disqualification.

3.Eachnoticegivenbyashareholderregardingbusinessproposals shallsetforthinwritingastoeachmatter:(i)abriefdescription ofthebusinessdesiredtobebroughtbeforethemeetingandthe reasonsforconductingsuchbusinessatthemeeting;(ii)thename andaddress,astheyappearontheTrust’sbooks,ofthe shareholderproposingsuchbusiness;(iii)thenumberofsharesof theFundwhicharebeneficiallyownedbytheshareholder;

(iv)anymaterial interest of the shareholderin such business;

(v)allsuchotherinformationregardingeachsuchmatterthat wouldhavebeenrequiredtobeincludedinaproxystatement filedpursuanttotheproxyrulesoftheSEChadeachsuchmatter beenproposedbytheTrusteesoftheTrust.Iftheshareholder fails to provide such written verification or written update within suchperiod,theinformationastowhichwrittenverificationora writtenupdatewasrequestedmaybedeemednottohavebeen providedinaccordancewiththeFund’sBy-Laws.

For purposes of the requirements directly above, shares “beneficially owned” shall mean all shares that such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of1934 and which the shareholder has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (includinganyderivativeorshortpositions,profitinterests,optionsorsimilar rights, and borrowed or loaned shares).

Submission of a proposal or nomination by a shareholder does not guaranteethattheproposalornominationwillbeincludedintheFund’s proxy statement or presented at the meeting.

Nobusinessotherthanthemattersdescribedaboveisexpectedtocome before the Meeting, but should any other matter requiring a vote of shareholders arise, including any question as to an adjournment or postponementoftheMeeting,thepersonsnamedontheenclosedproxycard will vote on such matters in accordance with the views of management.

ByOrderoftheBoard, Marc De Oliveira

Vice Presidentand AssistantSecretary

Dated: August 24, 2026

EXHIBITA

FRANKLINFUNDSBOARDS

NOMINATINGANDCORPORATEGOVERNANCECOMMITTEE CHARTER

This Charter has been adopted by each Board (each, a “Board”) of Directors/TrusteesofthevariousFranklinTrusts1andeachoftheirrespective series (each, a “Fund”) to govern its Nominating and Corporate Governance Committee (each, a “Committee”), which shall have the purposes, goals, responsibilities, authority and specific powers described herein.

I.TheCommittee.

The Committee is a committee of, and established by, the Board of Directors/Trustees of the Fund (the “Board”). The Committee consists of such number of members as set by the Board from time to time and its members shall be selected by the Board. The Committee shall be comprised entirely of “independent members.” For purposes of this Charter, independent members shall mean members whoare not “interested persons” of the Fund (“Disinterested Board members” or “Independent Board members”)asdefinedinSection2(a)(19)oftheInvestmentCompanyActof 1940, as amended (the “1940 Act”). A member of the Committee shall be selected by the Board of Trustees to serve as the Committee’s chairperson. The Committee may delegate any portion of its authority to a subcommittee comprised solely of its members.

II.BoardSize,Compositionand Nominations.

1.The Committee shall periodically review the size and compositionoftheBoardandshallmakerecommendationsto the full Board concerning (a) the necessity of adding one or more Independent Board members or conducting a shareholder vote to comply with the Fund Governance Policy provisions relating to Board composition, (b) the desirability of increasing or decreasing the size of the Board based on the workload of the Board, or (c) adding individuals as Independent Board members with differing backgrounds or skill sets in order to provide an appropriate mix of

1The FranklinTrustsare listedat Appendix A.

perspectives,diversity,knowledgeandexperienceontheBoard. TheCommitteeshallestablishprocessesfordeveloping candidatesforIndependentBoardmembersandforconducting searcheswithrespectthereto,andshallrecommendtothe independenttrusteesandthefullBoard(i)aslateofIndependent BoardmemberstobeelectedatFundshareholdersmeetings,or

(ii)nomineestofillIndependentBoardmembervacanciesonthe BoardofTrustees,whereandwhenappropriate.

2.The Committee shall evaluate candidates’ qualifications for Board membership and the independence of such candidates from the Fund’s investment managers and other principal service providers, consistent with the requirements of theFund Governance Policy, based on information provided in response to a comprehensive questionnaire prepared by counsel to elicit the relevant information. Persons selected must be independent in terms of both the letter and the spiritof the 1940 Act. The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act thatmightimpairindependence,suchas,business,financialor family relationships with investment managers, employees or service providers of the Fund.

3.TheCommitteealsoshallevaluatecandidates’qualifications andmakerecommendationsfor“interested”membersonthe Board to the full Board.

4.The Committee may adopt from time to time specific, minimum qualifications that the Committee believes a candidate must meet before being considered as a candidatefor Board membership and consider and recommend to the independent trustees or the Board, as appropriate, procedures for implementing changes required by statute, regulatory bodiesandcaselawrelatingtonominatingcommitteesandthe nomination, election or solicitation process with regard to election of trustees.

5.TheCommitteeshallreviewshareholderrecommendationsfor nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Committee at the Fund’s offices. The Committee shall adopt, by resolution, a policy regarding its procedures for considering candidates for the Board, including any recommended by shareholders.

III.CommitteeNominations and Functions.

1.TheCommitteeshallmakerecommendationstothefullBoard for independent trustee membership on committees of the Board.

2.The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need foradditional committees of the Board, and whether committees should be combined or reorganized. The Committee shall makerecommendationsforanysuchactiontotheindependent trustees or the full Board, as appropriate.

3.The Committee shall periodically assess the membership, scope of activities and charters of all Board committees to confirmthattheycomplywiththeFundGovernancePolicy,to the extent applicable.

IV.Corporate Governance.

1.TheCommitteeshallreviewproposedchangesin,andwhere appropriate propose changes with respect to, the Fund’s governing instruments, including, but not limited to, its declaration of trust and bylaws, as such documents relate to corporate governance matters.

2.The Committee shall ensure that the provisions of the Fund GovernanceStandardsfoundinRule0-1(a)(7)underthe1940 Act, as contained in the Fund Governance Policy, are met by the Board. The Committee shall periodically review the Fund GovernancePolicyandotherpoliciesrelatingtotheoperation of the Board and recommend any appropriate changes to the full Board.

3.TheCommitteeshallinitiateconsideration,andotherwisebe available to consider, issues relating to the respective roles entrusted to the Fund’s adviser, the Fund, the Board of Trustees and the independent trustees.

4.TheCommittee shallmonitorthecontinuedindependenceof IndependentBoardmembersandevaluateanycircumstances that may arise through the submission of an annual questionnaire intended for this purpose or that are otherwise brought to the Committee’s attention.

5.The Committee shall oversee an annual evaluation by all Board members of Board effectiveness and the adequacy of the Board’s adherence to industry corporate governance best practices. This evaluation shall include a consideration of the effectiveness of the committee structure of the Board and the numberofFundsonwhoseBoardseachTrusteeserves,andto make recommendations to the Board with respect to any changes to such process. The Committee shall recommend to the Board or its committees the implementation of proposed enhancements resulting from the annual evaluation.

6.The Committee shall periodically review, at such times as determined to be appropriate by the Committee or when requested by the Disinterested Board members, the compensationoftheIndependentBoardmembers(including the compensation of the Chair of the Board and of each committee thereof) and to make recommendations to the Independent Board members regarding such compensation.

7.The Committee shall evaluate any proposed board memberships of an Independent Board member to confirm thatnoconflictexistswiththeIndependentBoardmember’s current service on the Board.

8.The Committee shall facilitate educational and training programsforIndependentBoardmembersasneedsarise.

9.The Committee shall review persons who are under considerationtoactaslegalcounseltotheDisinterestedBoard membersandtheirqualificationstoserveorcontinuetoserveas “independent legal counsel” under applicable Securities and ExchangeCommissionrules,andshallmakerecommendations totheindependenttrusteeswithregardthereto.TheCommittee shallmonitortheperformanceoflegalcounselemployedbythe Fund and by the Disinterested Board members.

V.OtherPowersand Responsibilities.

1.The Committee shall meet at least once each year or more frequentlyinopenorexecutivesessions.TheCommitteemay invite members of management, counsel, advisers and others toattenditsmeetingsasitdeemsappropriate.TheCommittee shall have separate sessions with management and others, as and when it deems appropriate.

2.TheCommittee shall havetheresources andauthority appropriate to discharge its responsibilities, including authoritytoretainspecialcounselandotherexpertsor consultants at the expense of the Fund.

3.The Committee shall report its activities to the Board and makesuchrecommendationsastheCommitteemaydeem necessary or appropriate.

4.AmajorityofthemembersoftheCommitteeshallconstitutea quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. The Committee may meet in person or by telephonic or electronic means, and the Committeemayactbywrittenconsent,totheextentpermitted by law and by the Fund’s by-laws. In the event of any inconsistency between this Charter and the Fund’s organizational documents, the provisions of the Fund’s organizational documents shall be given precedence.

5.TheCommitteeshallreviewthisCharteratleastannuallyand recommend any changes to the full Board.

ADDITIONALSTATEMENTFORCLOSED-ENDFUNDSONLY

The Committee shall comply with any rules of any stock exchange, if any,applicabletonominatingcommitteesofclosed-endfundswhoseshares are registered thereon.

EXHIBITB

FRANKLIN TEMPLETON AUDITCOMMITTEECHARTER

I.TheCommittee.

The Audit Committee (“Committee”) is a committee of, and established by, the Board of Directors/Trustees of the Fund (the “Board”).1The CommitteeshallconsistofsuchnumberofmembersassetbytheBoardfrom time to time, but in no event fewer than three (NYSE-listed Funds only), and its members shall be selected by the Board. The Committee shall be comprised entirely of members who satisfy the requirements for independence set out in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “1934 Act”) (“Disinterested Board members”).2Each memberof the Committee must be financially literate, as such qualification is interpreted bytheBoardinitsbusinessjudgment,ormustbecomefinancially literate within a reasonable period of time after his or her appointment to the Committee. At least one member of the Committee must be an “audit committee financial expert,” as determined by the Board and as defined in

1This document serves as the Charter for the Committee of certain U.S. registered investment companies within Franklin Templeton, and each series thereof as applicable (a “Fund”), including the Franklin, Templeton and New Jersey/Alternative Strategies Funds, as well as FranklinTempletonETFTrust,FranklinETFTrust,FranklinTempleton Trust, and Legg Mason ETF Investment Trust. Exchange-listed Funds and their principal exchanges are included on Appendix A.

2Each member of the Committee may not, other than in his or her capacity as a member of the Committee, the Board, or any other Board committee:(A)acceptdirectlyorindirectlyanyconsulting,advisory,or other compensatory fee from the Fund or any subsidiary thereof, provided that, unless the rules of the applicable national securities exchange or national securities association provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Fund (provided that such compensation is not contingent in any way on continued service); or

(B)bean“interestedperson”oftheFundasdefinedinsection2(a)(19) of the Investment Company Act of 1940.

Item 3(b) ofU.S.Securitiesand ExchangeCommission(“SEC”)

FormN-CSR.TheCommitteewillmakerecommendationstotheBoardfor its approval with respect to such audit committee financial expert determinations at least annually.

If a Committee member of an NYSE-listed Fund simultaneously serves on the audit committee of more than three public companies, the Board must determinethatsuchsimultaneousservicewouldnotimpairtheabilityofsuch member to effectively serve on the Fund’s Committee. When a member serves on multiple boards in the same fund complex, such service will be counted as one board for these purposes (NYSE-listed Funds only).

II.PurposesoftheCommittee.

ThefunctionoftheCommitteeistoassistBoardoversightoftheFund’s financial statements and accounting and auditing processes, which shall include being directly responsible for the appointment, compensation, retention and oversight of the work of the Fund’s independent registered public accounting firm (“auditors”) engaged (including resolution of disagreements between management and the auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Fund. It is management’s responsibility to prepare the Fund’s financial statements in accordance with generally accepted accounting principles (“GAAP”) and to maintain appropriate systems for accounting and internal controls. It is the auditors’ responsibility to express an opinion on the Fund’s financial statements, to plan and carry out an audit in accordance with the standards of the SEC and the Public Company Accounting Oversight Board (“PCAOB”) andtoreportdirectly totheCommittee. ItisnotthedutyoftheCommittee to plan or conduct audits or to determine that the Fund’s financial statementsare complete and in accordance with GAAP.

Consistentwithsuchallocationoffunctions,thepurposesofthe Committee are:

(a)To oversee the Fund’s accounting and financial reporting policies andpractices andits internal controls, andtoobtain, whereit deemsappropriate,reportsoninternalcontrolsofserviceprovidersto the Fund;

(b)To oversee or, as appropriate, assist Board oversight of the quality,objectivityandintegrityoftheFund’sfinancialstatementsand the independent audit thereof;

(c)To oversee or, as appropriate, assist Board oversight of the Fund’scompliancewithlegalandregulatoryrequirements(primarilyas they relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits);

(d)ToapprovepriortoappointmenttheengagementoftheFund’s auditors and, in connection therewith, to review and evaluate the auditors’ qualifications, independence and performance, taking into account the opinions of management;

(e)Toact asa liaison betweenthe Fund’sauditorsandthe Board;

(f)to prepare, or authorize the preparation of, the disclosure required by Item 407(d)(3)(i) of Regulation S-K (the “Audit Committee Report”) for inclusion in the Fund’s annual proxy statement (NYSE-and NYSE American-listed Funds only); and

(g)To consider such other matters as it deems appropriate in carryingoutitspurposeandanyothermattersthatmaybeassignedtoit by the Board.

In addition, the Committee shall serve as the Fund’s Qualified Legal Compliance Committee (“QLCC”) pursuant to Section 205 of the SEC’s Standards of Professional Conduct for Attorneys Appearing and Practicing before the Commission in the Representation of an Issuer (the “Standards”). In this capacity, the Committee is required to adopt and maintain written procedures for the confidential receipt, retention and consideration of any report of evidence of a material violation. “Evidence of a material violation” means credible evidence, based upon which it would be unreasonable, under the circumstances, for a prudent and competent attorney not to conclude that it is reasonably likely that a material violation of an applicable U.S. federalor state securities law, a material breach of fiduciary (or similar) duty to the FundarisingunderU.S.federalorstatelaw,orasimilarmaterialviolationof any U.S. federal or state law has occurred, is ongoing, or is about to occur.

III.Powersand Duties.

TheCommitteeshallhavethefollowingpowersanddutiestocarryout its purposes:

(a)To select the auditors, subject to approval both by the Boardand by a separate vote of the Disinterested Board members, and, in connectiontherewith,toevaluatetheindependenceandqualificationsof the auditors in accordance with applicable federal securities laws and regulations and the rules and standards of the PCAOB.

(b)Tobedirectlyresponsibleforapprovingtheservicestobe provided by, and the compensation of, the auditors, including:

(i)pre-approvalof allauditand auditrelatedservices;

(ii)pre-approvalofallnon-auditrelatedservicestobe provided to the Fund by the auditors;

(iii)pre-approval of all non-audit related services to be provided by the auditors to the Fund’s investment adviser3ortoanyentitythatcontrols,iscontrolledbyor is under common control with the Fund’s investment adviser and that provides ongoing services to the Fund where the non-audit services relate directly to the operations or financial reporting of the Fund; and

(iv)if deemed necessary or appropriate, as an alternative to Committeepre-approvalofservicestobeprovidedbythe auditors, as required by paragraphs (ii) and (iii) above:

(A)establishment by the Committee of policies and procedures to pre-approve such services, provided the policies and procedures are detailed as to the particular service and the Committee is informed of eachserviceandsuchpoliciesandproceduresdonot include delegation of audit committee responsibilities, as contemplated under the 1934 Act), to management; or

(B)delegation by the Committee to one or more designatedmembersoftheCommitteewhoare Disinterested Board members of authority to

pre-approve such services, provided the Committee isinformedofthedecisionsofanymemberpursuant to such delegated authority no later than its next scheduled meeting;

subject,inthecaseof(ii)through(iv),toanywaivers, exceptions or exemptions that may be available under applicable law or rules.

(c)To meet with the auditors, including private meetings, as necessaryto(i)reviewthearrangementsforandscopeoftheannual

3For these purposes, an investment adviser does not include an unaffiliatedsub-adviserwhoseroleisprimarilyportfoliomanagement and is sub-contracted or overseen by another investment adviser.

auditandanyspecialaudits;(ii)discussanymattersorconcernsrelating to the Fund’s financial statements, including any recorded and/or unrecorded adjustments to such statements recommended by the auditors, or other results of audits; (iii) consider the auditors’ comments with respect to the Fund’s financial, accounting and reporting policies, procedures and internal controls and management’s responses thereto; and (iv) to review the form of opinion the auditors propose to render.

(d)To meet to review and discuss the Fund’s annual audited financialstatements,aswellastheFund’sannualshareholderreportora written summary of such report, with management and the auditors.

(e)To meet to review and discuss the Fund’s annual audited financial statements with management and the auditors, including reviewing the Fund’s disclosures under “Management’s Discussion of Fund Performance” (“MDFP”) in its annual shareholder report (NYSE-listed Funds only). To meet to review and discuss the Fund’s semi-annual financial statements with management, including reviewing the Fund’s MDFP disclosures in its semi-annual shareholder report, as applicable(NYSE-listedFundsonly).Suchmeetingsmaybetelephonic.

(f)To consider the effect upon the Fund of any changes in accountingprinciplesorpracticesproposedbymanagementorthe auditors.

(g)Toreceiveand considerreportsfromthe auditors:

(i)asrequiredbygenerallyacceptedaccountingstandards, including Auditing Standard (“AS”) No. 1301 (Communications with Audit Committees);

(ii)annuallyandbyupdateasrequiredbySEC Regulation S-X, regarding:

(A)allcriticalaccountingpoliciesandpracticesofthe Fund to be used;

(B)all alternative treatments within GAAP for policies and practices related to material items that havebeen discussed with management of the Fund, includingramificationsoftheuseofsuchalternative disclosures and treatments, and the treatment preferred by the auditors;

(C)othermaterialwrittencommunicationsbetweenthe auditors and management of the Fund, such as any

managementletterorscheduleofunadjusted differences; and

(D)all non-audit services provided to any entity in an investment company complex, as defined in SEC RegulationS-X,thatwerenotpre-approvedbythe Committee pursuant to SEC Regulation S-X;

(iii)atleastannuallyregardingtheauditors’internalquality-control procedures; and

(iv)at least annually regarding any material issues raised by the most recent internal quality-control review, or peer review,oftheauditors,orbyanyinquiryorinvestigation by governmental or professional authorities, within the precedingfiveyears,respectingoneormoreindependent audits carried out by the auditors, and any steps taken to deal with any such issues.

(h)To review (i) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Fund’s selection or application of accounting principles, and major issuesastotheadequacyoftheFund’sinternalcontrolsandanyspecial audit steps adopted in light of material control deficiencies; and

(ii)analyses prepared by management and/or the auditors setting forth significantfinancialreportingissuesandjudgmentsmadeinconnection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.

(i)In consideringthe independenceof the auditors:

(i)at least annually to receive from the auditors a formal written statement, and other reports as necessary, describing all relationships between the auditors and the Fund, the Fund’s investment adviser and service providers, and other entities advised or serviced by, includinganyentitiescontrolling,controlledbyorunder common control with, the investment adviser or any other service providers to the Fund that, in the auditors’ judgment, could be thought to bear upon the auditors’ independence;

(ii)to receive and consider, if applicable, periodic reports from the auditors regarding whether the provision of non-auditservices(includingtaxservices)iscompatible with maintaining the auditors’ independence;

(iii)to request from the auditors a written affirmation that theyareindependentauditorsunderthefederalsecurities laws and standards adopted by the PCAOB; and

(iv)todiscusswiththeauditorsanydisclosedrelationshipsor services that may impact the objectivity, impartial judgment, and independence of the auditors and for taking,orrecommendingthattheBoardtake,appropriate action to oversee the independence of the auditors.

(j)Torequirethattheauditorsregularlyprovidetimelyinformation to the Committee with respect to new rules and pronouncements by applicable regulatory and accounting standards agencies, along with an explanation of how such developments may affect the Fund’s financial statements and accounting principles and practices.

(k)Toreviewtheeffectofregulatoryandaccountinginitiatives,as well as off-balance sheet structures, on the financial statements of the Fund.

(l)To consider any reports of audit problems or difficulties that mayhavearisenduringthecourseoftheaudit,includinganylimitations of the scope of the audit, and management’s response thereto.

(m)To review communications from the Fund’s Chief Executive Officer – Finance and Administration, and Chief Financial Officer and Chief Accounting Officer concerning (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Fund’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Fund’s internal controls over financial reporting, and to review requestedcommunicationsfrommanagementforanyotherpurposesthe Committee deems appropriate.

(n)InconnectionwiththepreparationoftheAuditCommittee Report (NYSE and NYSE American-listed Funds only):

(i)toreviewanddiscusstheauditedfinancialstatementsof the Fund with management;

(ii)to discuss with the auditors the matters required to be discussedbytheapplicablerequirementsofthePCAOB and the SEC;

(iii)to receive the written disclosures and the letter(s) from the auditors required by applicable requirements of the PCAOBregardingtheauditor’scommunicationswiththe Committee concerning independence (referred to in paragraphIII(i)above),anddiscusswiththeauditorsthe auditor’s independence; and

(iv)based on the review and discussions referred to in paragraphs (i) through (iii) above, to recommend to the Boardthattheauditedfinancialstatementsbeincludedin the Fund’s annual report on Form N-CSR for the last fiscal year for filing with the SEC.

(o)To review and discuss, as appropriate, the Fund’s earnings pressreleases(includingthetypeandpresentationofinformationtobe included therein, payingparticular attention toanyuseof“proforma,” or “adjusted” non-GAAP, information), as well as any financial information and earnings guidance provided to analysts and rating agencies. (NYSE-listed Funds only)

(p)ToreviewanddiscusstheFund’sprocesseswithrespecttorisk assessment and risk management.

(q)To set clear policies relating to the hiring by entities within FranklinTempletonofemployeesorformeremployeesoftheauditors.

(r)Toevaluate,aseitherpartofthefullBoardorasaCommittee, its performance at least annually.

(s)To review potential conflict of interest situations where appropriateinconnectionwiththeFund’songoingreviewofallrelated party transactions.

(t)To inform the chief legal officer (“CLO”) and chief executive officer (“CEO”) of the Fund (or the equivalents thereof) of any report of evidence of a material violation by the Fund, its officers, directors/ trustees, employees (if any), or agents (collectively, “affiliates”). In connection therewith, the Committee shall:

(i)determine whether an investigation is necessary regardinganyreportofevidenceofamaterialviolation by the Fund or its affiliates;

(ii)iftheCommitteedeterminessuchaninvestigationis necessary or appropriate, (A) notify the Board;

(B)initiatean investigation,whichmay be conducted by

either the CLO or by outside attorneys; and (C) retain suchadditionalexpertpersonnelastheCommitteedeems necessary to assist in the investigation;

(iii)at the conclusionof any such investigation,

(A) recommend by a majority vote, that the Fund implement an appropriate response (as defined inSection 205.2(b) of the Standards) to evidence of a materialviolation,and(B)informtheCLOandtheCEO andtheBoardoftheresultsofsuchinvestigationandthe appropriate remedial measures to be adopted;

(iv)actingbymajorityvote,takeallotherappropriateaction, includingtheauthoritytonotifytheSECintheeventthe Fund fails in any material respect to implement an appropriate response that the Committee has recommended the Fund to take; and

(v)otherwiserespondtoevidenceofamaterial violation.

IV.OtherFunctionsandProceduresoftheCommittee.

(a)The Committee shall meet at least twice each year or more frequently,inopenorexecutivesessions,asmaybenecessarytofulfill its responsibilities. The Committee shall meet as frequently as circumstances requirewith(i)theauditorsasprovidedinIII(c), above; and (ii) management’s internal audit department to review and discuss internal audit functions and reports. The Committee may invite members of management, the auditors, counsel, advisers and others to attend its meetings as it deems appropriate. The Committee shall meet separately, periodically, with management and with the auditors.

(b)The Committee shall establish procedures for (i) the receipt, retention and treatment of complaints received by the Fund or the Fund’s adviser regarding accounting, internal accounting controls, or accounting matters relating to the Fund; and (ii) the confidential, anonymous submission by employees of the Fund or Franklin Resources,Inc.anditssubsidiariesofconcernsregardingquestionable accounting or auditing matters.

(c)TheCommitteeshallhavetheauthoritytoengagespecialor independent counsel, experts and other advisers as and when it determines necessary to carry out its duties.

(d)TheFundmustprovideforappropriatefunding,asdetermined by the Committee in its capacity as a Committee of the Board, for

paymentof(i)compensation toanyauditorsengagedforthepurposeof preparingorissuinganauditreportorperformingotheraudit,reviewor attestservicesfortheFund;(ii)compensationtoanyadvisersemployed by the Committee (under paragraph (c) above); and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

(e)The Committee shall have unrestricted access to the Fund’s managementandmanagementoftheFund’sadviser,including,butnot limited to, their chief executive officer(s), chief financial officer(s), internal auditors and any other executives and financial officers.

(f)TheCommittee shallreportitsactivities totheBoard,including anyissuesthatarisewithrespecttothequalityorintegrityoftheFund’s financial statements, the Fund’s compliance with legal or regulatory requirements, or the qualifications, performance and independence of theFund’sauditors, andmakesuchrecommendations astheCommittee may deem necessary or appropriate.

(g)The Committee shall review and assess the adequacy of this Charterannually,ormorefrequentlyifitchooses,andrecommendany changes to the Board. The Board shall adopt and approve this Charter and may amend it on its own motion.

(h)TheCommitteeshallmeetjointlywiththeAuditCommitteesof theotherFundswithintheFranklinTempletonFundcomplexasmaybe appropriate, including to attend presentations and review proposals and other matters of common concern to all such Audit Committees.

(i)Pursuant to delegated authority from the Board, and at the request of the applicable investment manager of the Fund (the “Investment Manager”), the Committee, or an appointed delegate of the Committee as applicable, shall provide proxy voting instructions as a representative of the Fund to the Investment Manager in certain situations where the Investment Manager has identified a material conflict of interest between the Investment Manager or one of its affiliatesandanissuer(i.e.,theCommitteeoritsappointeddelegatewill approve or disapprove the Investment Manager’s voting recommendation).

(j)To the extent applicable to the Fund, the Committee shall comply with such other rules of the applicable national securities exchangesandtheSECapplicabletoexchange-listedfunds,assuch may be adopted and amended from time to time. (Exchange-listed Funds only)

Appendix A

Amendedas ofOctober 8, 2025

EXCHANGE-LISTEDFUNDS

FundslistedonNewYorkStockExchangeLLC(“NYSE-listedFunds”) Franklin Universal Trust

Templeton Dragon Fund, Inc. TempletonEmergingMarketsFund

TempletonEmergingMarketsIncomeFund

FundlistedonNYSEAmericanLLC(“NYSEAmerican-listedFund”) Franklin Limited Duration Income Trust

FundslistedonNYSEArca,Inc.

FranklinETFTrust

FranklinShortDurationU.S.GovernmentETF

Franklin Templeton ETF Trust

FranklinFTSEAsiaexJapanETF

Franklin FTSE Australia ETF

Franklin FTSE Brazil ETF

Franklin FTSE Canada ETF

Franklin FTSE China ETF

Franklin FTSE Europe ETF

Franklin FTSE Eurozone ETF

Franklin FTSE Germany ETF

Franklin FTSE India ETF

Franklin FTSE Japan ETF

FranklinFTSEJapan Hedged ETF

FranklinFTSELatinAmericaETF

Franklin FTSE Mexico ETF

Franklin FTSE Saudi Arabia ETF

Franklin FTSE South Korea ETF

Franklin FTSE Switzerland ETF

Franklin FTSE Taiwan ETF

Franklin FTSE United Kingdom ETF

Franklin Dividend Growth ETF

FranklinDynamicMunicipalBondETF

FranklinEmergingMarketCore Dividend TiltIndex ETF

FranklinIncomeEquityFocusETF

Franklin Income Focus ETF

FranklinInternationalCoreDividendTiltIndexETF

Franklin International Dividend Booster Index ETF

Franklin Investment Grade Corporate ETF

Franklin Municipal Green Bond ETF

FranklinSystematicStylePremiaETF

Franklin Ultra Short Bond ETF

Franklin U.S. Core Bond ETF

FranklinU.S.CoreDividendTiltIndexETF

Franklin U.S. Dividend Booster Index ETF

Franklin U.S. Equity Index ETF

Franklin U.S. Treasury Bond ETF

Putnam International Stock ETF4

TempletonInternationalInsightsETF4

Fundslisted onCboeBZXExchange,Inc.

FranklinTempletonETFTrust

Franklin Disruptive Commerce ETF

Franklin Exponential Data ETF

Franklin Focused Growth ETF

FranklinGenomicAdvancementsETF

Franklin High Yield Corporate ETF

Franklin Intelligent Machines ETF

FranklinInternationalAggregateBondETF

Franklin Senior Loan ETF

FranklinU.S.LargeCapMultifactorIndexETF

Franklin U.S. Mid Cap Multifactor Index ETF

FranklinU.S.SmallCapMultifactorIndexETF

Legg Mason ETFInvestmentTrust

FranklinInternationalLowVolatilityHigh Dividend Index ETF

FundslistedonTheNasdaqStockMarketLLC Franklin Templeton ETF Trust

BrandywineGLOBAL–DynamicUSLargeCapValueETF

BrandywineGLOBAL – U.S. Fixed Income ETF

ClearBridge Sustainable Infrastructure ETF

FranklinMultisectorIncomeETF

FranklinSustainableInternationalEquityETF Western Asset Bond ETF

Legg Mason ETFInvestmentTrust

ClearBridge Large Cap Growth Select ETF

FranklinClearBridgeEnhancedIncomeETF

FranklinU.S.LowVolatilityHighDividendIndexETF

Royce Quant Small-Cap Quality Value ETF

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