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Form N-CEN Franklin High Income For: May 31

August 9, 2022 10:41 AM EDT

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  X0404
  
    N-CEN
    
      LIVE
      
        
          0000002768
          XXXXXXXX
        
        811-01608
      
      
        true
        false
        false
      
      N-1A
    
    
      
        true
      
    
  
  
    
    
      FRANKLIN HIGH INCOME TRUST
      811-01608
      0000002768
      549300PR23B957L1CF10
      One Franklin Parkway
      San Mateo
      94403-1906
      US-CA
      US
      650-312-2000
      
        
      
      
        
          FIS Investor Services, LLC /TA
          4249 Easton Way Suite 400
          Columbus
          
          43219
          614-337-6605
          Records related to its functions as Sub-Transfer agent
        
        
          JPMorgan Chase Bank, N.A.
          380 Madison Avenue
          New York
          
          10017
          212-270-6000
          Records relating to its functions as Sub-Administrator and Fund Accounting Agent
        
        
          Franklin Templeton Services, LLC
          One Franklin Parkway
          San Mateo
          
          94403-1906
          650-312-2000
          Records related to its functions as Administrative manager
        
        
          Franklin Templeton Investor Services, LLC
          One Franklin Parkway
          San Mateo
          
          94403-1906
          650-312-2000
          Records related to its functions as Transfer agent
        
        
          Franklin Distributors, LLC
          One Franklin Parkway
          San Mateo
          
          94403-1906
          650-312-2000
          Records related to its functions as Principal underwriter
        
        
          Franklin Advisers, Inc.
          One Franklin Parkway
          San Mateo
          
          94403-1906
          650-312-2000
          Records related to its functions as Investment manager
        
        
          The Bank of New York Mellon
          111 Sanders Creek Parkway
          East Syracuse
          
          13057
          855-231-1706
          Records related to its functions as Custodian
        
      
      N
      N
      
      N-1A
      1
      Y
      
        
          Edith E. Holiday
          N/A
          N
          
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
          
        
        
          Terrence J. Checki
          N/A
          N
          
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
          
        
        
          J. Michael Luttig
          N/A
          N
          
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
          
        
        
          Valerie M. Williams
          N/A
          N
          
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
          
        
        
          Mary C. Choksi
          N/A
          N
          
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
          
        
        
          Rupert H. Johnson, Jr.
          N/A
          Y
          
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
          
        
        
          Larry D. Thompson
          N/A
          N
          
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
          
        
        
          Gregory E. Johnson
          N/A
          Y
          
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
          
        
        
          Harris J. Ashton
          N/A
          N
          
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
          
        
      
      
        
          Breda M. Beckerle
          N/A
          280 Park Avenue
          New York
          
          10017
          XXXXXX
          N
          
            
          
        
      
      N
      N
      N
      N
      
      N
      
        
        
        
        
      
      
        
          Franklin Distributors, LLC
          8-5889
          000000332
          N/A
          
          Y
        
      
      N
      
        
          PricewaterhouseCoopers LLP
          238
          5493002GVO7EO8RNNS37
          
        
      
      N
      N
      N
      N
      N
      N
      
        
      
    
    
      
        Franklin High Income Fund
        S000006840
        Z1846KCY9PS334NJ7L60
        N
        6
        0
        0
        
          
          
          
          
          
          
        
        N/A
        N
        N
        Y
        
          N
          N
        
        
          
            BNY Mellon
            HPFHU0OQ28E4N0NFVK49
            N
            
              
                
              
              N
            
          
        
        
          
        
        
          Revenue sharing split
        
        129315.31000000
        373.00000000
        
          Rule 12d1-1 (17 CFR 270.12d1-1)
          Rule 32a-4 (17 CFR 270.32a-4)
          Rule 22d-1 (17 CFR 270.22d-1)
        
        Y
        Y
        N
        N
        
          
            Franklin Advisers, Inc.
            801-26292
            000104517
            B1CG1NRZIDDJ0DQEXB52
            
            N
          
        
        
          
            FIS Investor Services, LLC /TA
            084-06522
            N/A
            
            N
            Y
          
          
            Franklin Templeton Investor Services, LLC
            084-01036
            N/A
            
            Y
            N
          
        
        Y
        
          
            Refinitiv Global Markets Inc.
            000109120
            CRD
            
            N
          
          
            IHS Markit Group Holdings Ltd.
            2138005LTLTVZ4WMEX25
            GB
            N
          
          
            ICE Data Pricing & Reference Data, LLC
            5493000NQ9LYLDBCTL34
            
            N
          
        
        N
        
          
            Franklin Templeton Investor Services, LLC
            N/A
            
            Y
            N
            Self - rule 17f-2 (17 CFR 270.17f-2)
          
          
            SKANDINAVISKA ENSKILDA BANKEN AB
            F3JS33DEI6XQ4ZBPTN86
            SE
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            CITIBANK N.A.
            E57ODZWZ7FF32TWEFA76
            MX
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            HSBC BANK AUSTRALIA LIMITED
            DY9DBNI4W8J63Z298033
            AU
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            SKANDINAVISKA ENSKILDA BANKEN
            F3JS33DEI6XQ4ZBPTN86
            FI
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            MUFG BANK, LTD.
            C3GTMMZIHMY46P4OIX74
            JP
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, THE
            2HI3YI5320L3RW6NJ957
            HK
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            CREDIT SUISSE (SCHWEIZ) AG
            549300CWR0W0BCS9Q144
            CH
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
            2HI3YI5320L3RW6NJ957
            TH
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            DEUTSCHE BANK AG
            7LTWFZYICNSX8D621K86
            PH
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            THE BANK OF NEW YORK MELLON
            HPFHU0OQ28E4N0NFVK49
            CA
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            THE BANK OF NEW YORK MELLON SA/NV
            MMYX0N4ZEZ13Z4XCG897
            FR
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            THE BANK OF NEW YORK MELLON SA/NV
            MMYX0N4ZEZ13Z4XCG897
            NL
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            THE BANK OF NEW YORK MELLON SA/NV
            MMYX0N4ZEZ13Z4XCG897
            IT
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            CITIBANK N.A.
            E57ODZWZ7FF32TWEFA76
            AR
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            STANDARD CHARTERED BANK (SINGAPORE) LIMITED
            549300MDYVVHJ8D1DW28
            SG
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            THE BANK OF NEW YORK MELLON SA/NV
            MMYX0N4ZEZ13Z4XCG897
            BE
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            BANCO BILBAO VIZCAYA ARGENTARIA S.A.
            K8MS7FD7N5Z2WQ51AZ71
            ES
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, THE
            2HI3YI5320L3RW6NJ957
            LK
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, THE
            2HI3YI5320L3RW6NJ957
            NZ
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            DEUTSCHE BANK AG
            7LTWFZYICNSX8D621K86
            ID
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            CITIBANK N.A.
            E57ODZWZ7FF32TWEFA76
            BR
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            THE BANK OF NEW YORK MELLON
            HPFHU0OQ28E4N0NFVK49
            IE
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            THE BANK OF NEW YORK MELLON
            HPFHU0OQ28E4N0NFVK49
            GB
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            THE BANK OF NEW YORK MELLON
            HPFHU0OQ28E4N0NFVK49
            
            N
            N
            Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
          
          
            STANDARD BANK OF SOUTH AFRICA LIMITED,THE
            QFC8ZCW3Q5PRXU1XTM60
            ZA
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            THE BANK OF NEW YORK MELLON SA/NV
            MMYX0N4ZEZ13Z4XCG897
            DE
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            HSBC BANK (CHINA) COMPANY LIMITED
            2CZOJRADNJXBLT55G526
            CN
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
        
        N
        
          
            Franklin Templeton Investor Services, LLC
            084-01036
            SEC file number
            
            Y
            N
          
        
        N
        
          
            JPMorgan Chase Bank, N.A.
            7H6GLXDRUGQFU57RNE97
            
            N
            Y
          
          
            FRANKLIN TEMPLETON SERVICES, LLC
            549300DFD0POOJZ42788
            
            Y
            N
          
        
        N
        
          
            Franklin Templeton Financial Services Corp.
            8-29504
            000013594
            N/A
            
            0.00000000
          
          
            Franklin Templeton Investment Services, Inc.
            8-43206
            000027884
            N/A
            
            0.00000000
          
          
            Franklin Distributors, LLC
            8-5889
            000000332
            N/A
            
            0.00000000
          
        
        
          
            Credit Suisse Securities (USA) LLC
            8-00422
            000000816
            1V8Y6QCX6YMJ2OELII46
            
            109.45000000
          
          
            Evercore Group L.L.C.
            8-49830
            000042405
            5493008F0LRLS5N8LZ81
            
            110.25000000
          
          
            BTIG, LLC
            8-65473
            000122225
            549300GTG9PL6WO3EC51
            
            4813.39000000
          
          
            Cowen and Company
            8-22522
            000007616
            549300WR155U7DVMIW58
            
            493.51000000
          
          
            Liquidnet, Inc.
            8-52461
            000103987
            213800HSKBBO1GCVRG79
            
            109.70000000
          
          
            Instinet, LLC
            8-23669
            000007897
            549300MGMN3RKMU8FT57
            
            9.00000000
          
          
            Virtu Americas LLC
            8-68193
            000149823
            549300RA02N3BNSWBV74
            
            1316.27000000
          
        
        6961.57000000
        
          
            J.P. Morgan Securities LLC
            8-35008
            000000079
            ZBUT11V806EZRVTWT807
            
            299944855.94000000
          
          
            Barclays Capital, Inc.
            8-41342
            000019714
            AC28XWWI3WIBK2824319
            
            109853675.00000000
          
          
            RBC Capital Markets, LLC
            8-45411
            000031194
            549300LCO2FLSSVFFR64
            
            68967625.00000000
          
          
            Deutsche Bank Securities Inc.
            8-17822
            000002525
            9J6MBOOO7BECTDTUZW19
            
            84243425.00000000
          
          
            BofA Securities, Inc.
            8-69787
            000283942
            549300HN4UKV1E2R3U73
            
            112266700.00000000
          
          
            Credit Suisse Securities (USA) LLC
            8-00422
            000000816
            1V8Y6QCX6YMJ2OELII46
            
            121583634.47000000
          
          
            Bank of New York Mellon Corp.
            N/A
            N/A
            WFLLPEPC7FZXENRZV188
            
            1694614041.34999990
          
          
            Morgan Stanley & Co. LLC
            8-15869
            000008209
            9R7GPTSO7KV3UQJZQ078
            
            120340025.59000000
          
          
            Goldman Sachs & Co. LLC
            8-00129
            000000361
            FOR8UP27PHTHYVLBNG30
            
            205731875.00000000
          
          
            Citigroup Global Markets Inc.
            8-08177
            000007059
            MBNUM2BPBDO7JBLYG310
            
            164111026.03000000
          
        
        3206320613.17000010
        N
        3011723800.60000000
        
          
            
              Committed
              2675000000.00000000
              
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
              
              
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
              
              N
            
          
        
        N
        N
        N
      
    
    
      false
      false
      true
      false
      true
      false
    
    
  



Report of Independent Registered Public Accounting 
Firm

To the Board of Trustees of Franklin High Income Trust and 
Shareholders of Franklin High Income Fund

In planning and performing our audit of the financial statements 
of Franklin High Income Fund  (the "Fund") as of and for the year 
ended May 31, 2022, in accordance with the standards of the 
Public Company Accounting Oversight Board (United States) 
(PCAOB), we considered the Fund's internal control over financial 
reporting, including controls over safeguarding securities, as a 
basis for designing our auditing procedures for the purpose of 
expressing our opinion on the financial statements and to comply 
with the requirements of Form N-CEN, but not for the purpose of 
expressing an opinion on the effectiveness of the Fund's internal 
control over financial reporting.  Accordingly, we do not express 
an opinion on the effectiveness of the Fund's internal control over 
financial reporting.

The management of the Fund is responsible for establishing and 
maintaining effective internal control over financial reporting. In 
fulfilling this responsibility, estimates and judgments by 
management are required to assess the expected benefits and 
related costs of controls. A company's internal control over 
financial reporting is a process designed to provide reasonable 
assurance regarding the reliability of financial reporting and the 
preparation of financial statements for external purposes in 
accordance with generally accepted accounting principles. A 
company's internal control over financial reporting includes those 
policies and procedures that (1) pertain to the maintenance of 
records that, in reasonable detail, accurately and fairly reflect the 
transactions and dispositions of the assets of the company; (2) 
provide reasonable assurance that transactions are recorded as 
necessary to permit preparation of financial statements in 
accordance with generally accepted accounting principles, and 
that receipts and expenditures of the company are being made 
only in accordance with authorizations of management and 
directors of the company; and (3) provide reasonable assurance 
regarding prevention or timely detection of unauthorized 
acquisition, use or disposition of a company's assets that could 
have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial 
reporting may not prevent or detect misstatements. Also, 
projections of any evaluation of effectiveness to future periods are 
subject to the risk that controls may become inadequate because of 
changes in conditions, or that the degree of compliance with the 
policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists 
when the design or operation of a control does not allow 
management or employees, in the normal course of performing 
their assigned functions, to prevent or detect misstatements on a 
timely basis. A material weakness is a deficiency, or a combination 
of deficiencies, in internal control over financial reporting, such 
that there is a reasonable possibility that a material misstatement 
of the company's annual or interim financial statements will not be 
prevented or detected on a timely basis.  

Our consideration of the Fund's internal control over financial 
reporting was for the limited purpose described in the first 
paragraph and would not necessarily disclose all deficiencies in 
internal control over financial reporting that might be material 
weaknesses under standards established by the PCAOB. However, 
we noted no deficiencies in the Fund's internal control over 
financial reporting and its operation, including controls over 
safeguarding securities, that we consider to be a material weakness 
as defined above as of May 31, 2022.

This report is intended solely for the information and use of the 
Board of Trustees of Franklin High Income Trust and the 
Securities and Exchange Commission and is not intended to be 
and should not be used by anyone other than these specified 
parties.



/s/PricewaterhouseCoopers LLP
San Francisco, California
July 18, 2022



SEC Releases, In the Matter of Age High Income Fund, Inc., et al., 
777 Mariners Island Boulevard, San Mateo, CA 94404, Securities and
 Exchange Commission, (Jan. 13, 1987)
SEC Releases
 Click to open document in a browser 
37 SEC-DOCKET 569-02
Release No. IC-15534
File No. 812-6505
January 13, 1987
ORDER PERMITTING JOINT TRADING ACCOUNTS
AGE High Income Fund, Inc; Birr, Wilson Money Fund; Franklin
 California Tax-Free Income Fund, Inc.; Franklin New York Tax-Free 
Income Fund, Inc; Franklin California Tax-Free Trust; Franklin 
Tax-Free Trust; Franklin Corporate Cash Management Fund; Franklin
 Custodian Funds, Inc; Franklin Equity Fund; Franklin Federal Money
 Fund; Franklin Federal Tax-Free Income Fund; Franklin Gold Fund; 
Franklin Money Fund; Franklin Option Fund; Franklin Tax-Exempt Money
 Fund; Franklin New York Tax-Exempt Money Fund; Franklin 
Pennsylvania Investors Fund; and Institutional Fiduciary Trust 
("Funds") and Franklin Advisers, Inc., filed an application on
 October 17, 1986, and an amendment thereto on November 24, 
1986, requesting an order of the Commission under Section 17(d)
 of the Investment Company Act of 1940 ("Act") and Rule 17d-1
 thereunder to permit the Funds, as well as future investment
 companies for which subsidiaries or affiliates of Franklin
 Resources, Inc. serve as investment managers, to deposit 
their cash balances remaining uninvested at the end of each 
trading day into a single joint account whose daily balance 
would be used to enter into one or more repurchase agreements
 in a total amount equal to the aggregate daily balance in
 the account ("Joint Accounts").
On December 17, 1986, a notice was issued (Investment Company 
Act Release No. 15485) of the filing of the application. The
 notice gave interested persons an opportunity to request a 
hearing and stated that an order disposing of the application 
would be issued as of course unless a hearing should be ordered.
 No request for a hearing has been filed, and the Commission has
 not ordered a hearing.
The matter having been considered, it is found that the 
participation of the Funds in the Joint Accounts is consistent
 with the provisions, policies and purposes of the Act and that
 their participation in the Joint Accounts is not on a basis less
 advantageous than that of any other participant. Accordingly,
IT IS ORDERED, pursuant to Section 17(d) of the Act and Rule 17d-1
 thereunder that the application to permit the Funds to participate
 in the Joint Accounts as described in the application, be, and 
hereby is granted, effective forthwith.
For the Commission, by the Division of Investment Management, 
under delegated authority.
Jonathan G. Katz
Secretary


UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940 Release No. 30698 / September 24, 
 2013
In the Matter of
FRANKLIN TEMPLETON INTERNATIONAL TRUST FRANKLIN TEMPLETON VARIABLE
 INSURANCE PRODUCTS
TRUST
TEMPLETON INCOME TRUST
TEMPLETON GLOBAL INVESTMENT TRUST FRANKLIN ALTERNATIVE STRATEGIES
 FUNDS
K2/D&S MANAGEMENT CO., L.L.C. TEMPLETON ASSET MANAGEMENT LTD.
FRANKLIN ADVISERS, INC. One Franklin Parkway
San Mateo, CA 94403-1906
(File No. 812-14167)
ORDER UNDER SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940
GRANTING AN EXEMPTION FROM SECTION 15(a) OF THE ACT AND RULE 18f-2
UNDER THE ACT AND CERTAIN DISCLOSURE REQUIREMENTS
Franklin Templeton International Trust, Franklin Templeton Variable
 Insurance Products Trust,
Templeton Income Trust, Templeton Global Investment Trust, Franklin
 Alternative Strategies
Funds, K2/D&S Management Co., L.L.C., Templeton Asset Management 
Ltd., and Franklin
Advisers, Inc. filed an application on June 13, 2013, and an 
amendment
 to the application on
August 27, 2013, requesting an order under section 6(c) of the 
Investment Company Act of 1940
(the "Act") for an exemption from section 15(a) of the Act and 
rule 18f-2 under the Act, as well
as from certain disclosure requirements. The order supersedes a 
prior order1 and permits
applicants to enter into and materially amend subadvisory agreements
 without shareholder
approval and also grants relief from certain disclosure 
requirements.
1 Franklin Advisers, Inc. and Franklin Templeton International 
Trust, Investment Company Act Release Nos.
30105 (Jun. 18, 2012) (notice) and 30138 (Jul. 17, 2012) (order).
2
On August 27, 2013, a notice of the filing of the application was 
issued (Investment Company
Act Release No. 30679. The notice gave interested persons an 
opportunity to request a hearing
and stated that an order granting the application would be issued 
unless a hearing was ordered.
No request for a hearing has been filed, and the Commission has 
not ordered a hearing.
The matter has been considered and it is found, on the basis of 
the information set forth in the
application, as amended, that granting the requested exemption is
 appropriate in the public
interest and consistent with the protection of investors and the 
purposes fairly intended by the
policy and provisions of the Act.
Accordingly,
IT IS ORDERED, under section 6(c) of the Act, that the relief
 requested by Franklin Templeton
International Trust, et al. (File No. 812-14167) is granted, 
effective immediately, subject to the
conditions contained in the application, as amended.
For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill
Deputy Secretary

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940
Release no. 32722/July 3, 2017
________________________________________________
In the Matter of :
:
Franklin Fund Allocator Series :
Franklin Advisers, Inc. :
Franklin Templeton Distributors, Inc. :
:
One Franklin Parkway :
San Mateo, CA 94403 :
:
(812-14611) :
________________________________________________:
ORDER UNDER SECTION 12(d)(1)(J) OF THE INVESTMENT COMPANY ACT OF
 1940 GRANTING AN EXEMPTION FROM SECTIONS 12(d)(1)(A), (B), AND
 (C) OF THE ACT, UNDER SECTIONS 6(c) AND 17(b) OF THE ACT 
GRANTING AN EXEMPTION FROM SECTION 17(a) OF THE ACT, AND UNDER
 SECTION 6(C) OF THE ACT FOR AN EXEMPTION FROM RULE 12d1-2(a) 
UNDER THE ACT
Franklin Fund Allocator Series, Franklin Advisers, Inc., and
 Franklin Templeton Distributors, Inc. filed an application 
on February 9, 2016, and an amendment to the application on 
May 23, 2017, requesting an order under section 12(d)(1)(J) 
of the Investment Company Act of 1940 (the "Act") granting
 an exemption from sections 12(d)(1)(A), (B), and (C) of the
 Act, under sections 6(c) and 17(b) of the Act granting an 
exemption from section 17(a) of the Act, and under section 
6(c) of the Act for an exemption from rule 12d1-2(a) under 
the Act. The order would permit (a) certain registered open-end 
management investment companies that operate as "funds of funds"
 to acquire shares of certain registered open-end management
 investment companies, registered closed-end management investment
 companies, "business development companies," as defined by section
 2(a)(48) of the Act, and registered unit investment trusts that
 are within and outside the same group of investment companies as
 the acquiring investment companies and (b) certain registered
 open-end management investment companies relying on rule 12d1-2
 under the Act to invest in certain financial instruments.
On June 5, 2017, a notice of the filing of the application was 
issued (Investment Company Act Release No. 32669). The notice
 gave interested persons an opportunity to request a hearing
 and stated that an order granting the application would be 
issued unless a hearing was ordered. No request for a hearing
 has been filed, and the Commission has not ordered a hearing.
2
The matter has been considered and it is found, on the basis 
of the information set forth in the application, as amended, 
that granting the requested exemption is appropriate in and 
consistent with the public interest and consistent with the 
protection of investors and the purposes fairly intended by
 the policy and provisions of the Act.
It is also found that the terms of the proposed transactions
 are reasonable and fair and do not involve overreaching, and
 the proposed transactions are consistent with the policies of
 each registered investment company concerned and with the
 general purposes of the Act.
Accordingly,
IT IS ORDERED, that the relief requested under section 12(d)(1)(J)
 of the Act from sections 12(d)(1)(A), (B), and (C) of the Act,
 under sections 6(c) and 17(b) of the Act from section 17(a) of 
the Act, and under section 6(c) of the Act for an exemption from
 rule 12d1-2(a) under the Act by Franklin Fund Allocator Series, 
et al. (File No. 812-14611) is granted, effective immediately, 
subject to the conditions contained in the application, as amended.
For the Commission, by the Division of Investment Management,
 under delegated authority.
Eduardo Aleman
Assistant Secretary

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940
Release No. 33117 / June 5, 2018
__________________________________________________________________
In the Matter of :
:
FRANKLIN ALTERNATIVE STRATEGIES FUNDS :
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND :
FRANKLIN CALIFORNIA TAX-FREE TRUST :
FRANKLIN CUSTODIAN FUNDS :
FRANKLIN ETF TRUST :
FRANKLIN FEDERAL TAX-FREE INCOME FUND :
FRANKLIN FLOATING RATE MASTER TRUST :
FRANKLIN FUND ALLOCATOR SERIES :
FRANKLIN GLOBAL TRUST :
FRANKLIN GOLD AND PRECIOUS METALS FUND :
FRANKLIN HIGH INCOME TRUST :
FRANKLIN INVESTORS SECURITIES TRUST :
FRANKLIN MANAGED TRUST :
FRANKLIN U.S. GOVERNMENT MONEY FUND :
FRANKLIN MUNICIPAL SECURITIES TRUST :
FRANKLIN MUTUAL SERIES FUNDS :
FRANKLIN NEW YORK TAX-FREE INCOME FUND :
FRANKLIN NEW YORK TAX-FREE TRUST :
FRANKLIN REAL ESTATE SECURITIES TRUST :
FRANKLIN STRATEGIC MORTGAGE PORTFOLIO :
FRANKLIN STRATEGIC SERIES :
FRANKLIN TAX-FREE TRUST :
FRANKLIN TEMPLETON ETF TRUST :
FRANKLIN TEMPLETON GLOBAL TRUST :
FRANKLIN TEMPLETON INTERNATIONAL TRUST :
FRANKLIN TEMPLETON MONEY FUND TRUST :
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST :
FRANKLIN VALUE INVESTORS TRUST :
INSTITUTIONAL FIDUCIARY TRUST :
TEMPLETON CHINA WORLD FUND :
TEMPLETON DEVELOPING MARKETS TRUST :
TEMPLETON FUNDS :
TEMPLETON GLOBAL INVESTMENT TRUST :
TEMPLETON GLOBAL OPPORTUNITIES TRUST :
TEMPLETON GLOBAL SMALLER COMPANIES FUND :
TEMPLETON GROWTH FUND, INC. :
TEMPLETON INCOME TRUST :
TEMPLETON INSTITUTIONAL FUNDS :
THE MONEY MARKET PORTFOLIOS :
FRANKLIN LIMITED DURATION INCOME TRUST :
2
FRANKLIN UNIVERSAL TRUST :
TEMPLETON DRAGON FUND, INC. :
TEMPLETON EMERGING MARKETS FUND :
TEMPLETON EMERGING MARKETS INCOME FUND :
TEMPLETON GLOBAL INCOME FUND :
FRANKLIN ADVISERS, INC. :
FRANKLIN TEMPLETON INVESTMENT MANAGEMENT LIMITED :
K2/D&S MANAGEMENT CO., L.L.C. :
FASA LLC :
FRANKLIN TEMPLETON INSTITUTIONAL, LLC :
FRANKLIN ADVISORY SERVICES, LLC :
FRANKLIN MUTUAL ADVISERS, LLC :
TEMPLETON INVESTMENT COUNSEL, LLC :
TEMPLETON ASSET MANAGEMENT LTD. :
TEMPLETON GLOBAL ADVISORS LIMITED :
:
One Franklin Parkway :
San Mateo, CA 94403 :
:
(812-14819) :
__________________________________________________________________:
ORDER UNDER SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940
GRANTING AN EXEMPTION FROM SECTIONS 18(f) AND 21(b) OF THE ACT; 
UNDER
SECTION 12(d)(1)(J) OF THE ACT GRANTING AN EXEMPTION FROM SECTION
12(d)(1) OF THE ACT; UNDER SECTIONS 6(c) AND 17(b) OF THE ACT 
GRANTING AN
EXEMPTION FROM SECTIONS 17(a)(1), 17(a)(2), AND 17(a)(3) OF THE
 ACT; AND
UNDER SECTION 17(d) OF THE ACT AND RULE 17d-1 UNDER THE ACT TO
 PERMIT
CERTAIN JOINT ARRANGEMENTS AND TRANSACTIONS
Franklin Alternative Strategies Funds, Franklin California Tax-Free
 Income Fund, Franklin
California Tax-Free Trust, Franklin Custodian Funds, Franklin ETF 
Trust, Franklin Federal Tax-
Free Income Fund, Franklin Floating Rate Master Trust, Franklin Fund
 Allocator Series, Franklin
Global Trust, Franklin Gold and Precious Metals Fund, Franklin High
 Income Trust, Franklin
Investors Securities Trust, Franklin Managed Trust, Franklin U.S.
 Government Money Fund,
Franklin Municipal Securities Trust, Franklin Mutual Series Funds,
 Franklin New York Tax-Free
Income Fund, Franklin New York Tax-Free Trust, Franklin Real Estate
 Securities Trust, Franklin
Strategic Mortgage Portfolio, Franklin Strategic Series, Franklin
 Tax-Free Trust, Franklin
Templeton ETF Trust, Franklin Templeton Global Trust, Franklin 
Templeton International Trust,
Franklin Templeton Money Fund Trust, Franklin Templeton Variable
 Insurance Products Trust,
Franklin Value Investors Trust, Institutional Fiduciary Trust,
 Templeton China World Fund,
Templeton Developing Markets Trust, Templeton Funds, Templeton
 Global Investment Trust,
Templeton Global Opportunities Trust, Templeton Global Smaller
 Companies Fund, Templeton
Growth Fund, Inc., Templeton Income Trust, Templeton Institutional 
Funds, The Money Market
Portfolios, Franklin Limited Duration Income Trust, Franklin
 Universal Trust, Templeton Dragon
Fund, Inc., Templeton Emerging Markets Fund, Templeton Emerging
 Markets Income Fund, and
Templeton Global Income Fund, Franklin Advisers, Inc., Franklin
 Templeton Investment
Management Limited, K2/D&S Management Co., L.L.C., FASA LLC, 
Franklin Templeton
Institutional, LLC, Franklin Advisory Services, LLC, Franklin 
Mutual Advisers, LLC, Templeton
3
Investment Counsel, LLC, Templeton Asset Management Ltd., and
 Templeton Global Advisors
Limited filed an application on September 14, 2017, and an 
amendment on March 9, 2018.
Applicants requested an order under section 6(c) of the Investment
 Company Act of 1940 (the
"Act") for an exemption from sections 18(f) and 21(b) of the Act,
 under section 12(d)(1)(J) of
the Act for an exemption from section 12(d)(1) of the Act, under
 sections 6(c) and 17(b) of the
Act for an exemption from sections 17(a)(1), 17(a)(2), and 17(a)(3)
 of the Act, and under section
17(d) of the Act and rule 17d-1 under the Act to permit certain 
joint arrangements and
transactions. The order supersedes a prior order1 and permits 
certain registered management
investment companies to participate in a joint lending and 
borrowing facility.
On May 10, 2018, a notice of the filing of the application was
 issued (Investment Company Act
Release No. 33095). The notice gave interested persons an
 opportunity to request a hearing and
stated that an order disposing of the application would be issued 
unless a hearing was ordered.
No request for a hearing has been filed, and the Commission has 
not ordered a hearing.
The matter has been considered and it is found, on the basis of 
the information set forth in the
application, as amended, that granting the requested exemption
 is consistent with and appropriate
in the public interest, and consistent with the protection of 
investors and the purposes fairly
intended by the policy and provisions of the Act.
It is also found that the terms of the proposed transactions, 
including the consideration to be paid
or received, are reasonable and fair and do not involve 
overreaching on the part of any person
concerned, and that the proposed transactions are consistent 
with the policy of each registered
investment company concerned and the general purposes of the
 Act.
It is further found that the participation of each registered
 investment company in the proposed
credit facility is consistent with the provisions, policies, 
and purposes of the Act, and not on a
basis different from or less advantageous than that of other 
participants.
Accordingly, in the matter of Franklin Alternative Strategies 
Funds, et al., (File No. 812-14819),
IT IS ORDERED, under section 6(c) of the Act, that the requested
 exemptions from sections
18(f) and 21(b) of the Act are granted, effective immediately,
 subject to the conditions in the
application, as amended.
IT IS FURTHER ORDERED, under section 12(d)(1)(J) of the Act, 
that the requested exemption
from section 12(d)(1) of the Act is granted, effective immediately,
 subject to the conditions in
the application, as amended.
IT IS FURTHER ORDERED, under sections 6(c) and 17(b) of the Act,
 that the requested
exemptions from sections 17(a)(1), 17(a)(2), and 17(a)(3) of the
 Act are granted, effective
immediately, subject to the conditions in the application, as 
amended.
1 Franklin Gold Fund, et al., Investment Company Act Release Nos.
 24016 (Sept. 16, 1999) (notice) and
24080 (Oct. 13, 1999) (order).
4
IT IS FURTHER ORDERED, under section 17(d) of the Act and rule 
17d-1 under the Act, that
the proposed transactions are approved, effective immediately,
 subject to the conditions in the
application, as amended.
For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman
Assistant Secretary



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