UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-08394
Templeton Dragon Fund, Inc.
(Exact name of registrant as specified in charter)
300 S.E. 2nd Street, Fort Lauderdale, FL 33301-1923
(Address of principal executive offices) (Zip code)
Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906
(Name and address of agent for service)
Registrants telephone number, including area code: (954) 527-7500
Date of fiscal year end: 12/31
Date of reporting period: 6/30/17
Item 1. Reports to Stockholders.
Semiannual Report
June 30, 2017 |
Franklin Templeton Investments
Gain From Our Perspective®
At Franklin Templeton Investments, were dedicated to one goal: delivering exceptional asset management for our clients. By bringing together multiple, world-class investment teams in a single firm, were able to offer specialized expertise across styles and asset classes, all supported by the strength and resources of one of the worlds largest asset managers. This has helped us to become a trusted partner to individual and institutional investors across the globe.
Visit franklintempleton.com/investor/
products/products/closed-end-funds for fund
updates, to access your account, or to find
helpful financial planning tools.
Not FDIC Insured | May Lose Value | No Bank Guarantee |
franklintempleton.com | Not part of the semiannual report | 1 |
1. Source: The website of the National Bureau of Statistics of the Peoples Republic of China (www.stats.gov.cn).
2. Source: Morningstar.
The indexes are unmanaged and include reinvestment of any income or distributions. They do not reflect any fees, expenses or sales charges. One cannot invest directly in an index, and an index is not representative of the Funds portfolio.
The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Funds Consolidated Statement of Investments (SOI). The Consolidated SOI begins on page 9.
2 | Semiannual Report | franklintempleton.com |
TEMPLETON DRAGON FUND, INC.
franklintempleton.com | Semiannual Report | 3 |
TEMPLETON DRAGON FUND, INC.
CFA® is a trademark owned by CFA Institute.
3. The IT sector comprises communications equipment; electronic equipment, instruments and components; Internet software and services; IT services; semiconductors and semiconductor equipment; and technology hardware, storage and peripherals in the Consolidated SOI. The health care sector comprises health care equipment and supplies, health care providers and services, and pharmaceuticals in the Consolidated SOI. The industrials sector comprises construction and engineering, electrical equipment, industrial conglomerates, machinery, marine, professional services and transportation infrastructure in the Consolidated SOI.
4. The consumer staples sector comprises beverages, food and staples retailing, and food products in the Consolidated SOI. The consumer discretionary sector comprises auto components; automobiles; distributors; hotels, restaurants and leisure; household durables; Internet and direct marketing retail; leisure products; media; and textiles, apparel and luxury goods in the Consolidated SOI. The utilities sector comprises electric utilities and independent power and renewable electricity producers in the Consolidated SOI. The materials sector comprises chemicals, construction materials, metals and mining, and paper and forest products in the Consolidated SOI.
See www.franklintempletondatasources.com for additional data provider information.
4 | Semiannual Report | franklintempleton.com |
TEMPLETON DRAGON FUND, INC.
franklintempleton.com | Semiannual Report | 5 |
TEMPLETON DRAGON FUND, INC.
Performance Summary as of June 30, 2017
Total return reflects reinvestment of the Funds dividends and capital gain distributions, if any, and any unrealized gains or losses. Total returns do not reflect any sales charges paid at inception or brokerage commissions paid on secondary market purchases. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gains distributions, if any, or any realized gains on the sale of Fund shares. Your dividend income will vary depending on dividends or interest paid by securities in the Funds portfolio, adjusted for operating expenses. Capital gain distributions are net profits realized from the sale of portfolio securities.
Performance as of 6/30/171
Cumulative Total Return2 |
Average Annual Total Return2 | |||||||
Based on NAV3 |
Based on market price4 |
Based on NAV3 |
Based on market price4 | |||||
6-Month |
+20.73% | +23.14% | +20.73% | +23.14% | ||||
1-Year |
+24.07% | +27.92% | +24.07% | +27.92% | ||||
5-Year |
+35.12% | +37.10% | +6.20% | +6.51% | ||||
10-Year |
+68.92% | +91.23% | +5.38% | +6.70% |
Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown.
All investments involve risks, including possible loss of principal. Special risks are associated with foreign investing, including currency volatility, economic instability and political developments of countries where the Fund invests. Emerging markets involve heightened risks related to the same factors, in addition to those associated with their relatively small size and lesser liquidity. There are special risks associated with investments in China, Hong Kong and Taiwan, including exposure to currency fluctuations, less liquidity, expropriation, confiscatory taxation, nationalization and exchange control regulations (including currency blockage), inflation and rapid fluctuations in inflation and interest rates. In addition, investments in Taiwan could be adversely affected by its political and economic relationship with China. Because the Fund invests its assets primarily in companies in a specific region, the Fund is subject to greater risks of adverse developments in that region and/or the surrounding regions than a fund that is more broadly diversified geographically. Political, social or economic disruptions in the region, even in countries in which the Fund is not invested, may adversely affect the value of securities held by the Fund. Also, as a nondiversified investment company investing in China companies, the Fund may invest in a relatively small number of issuers and, as a result, be subject to a greater risk of loss with respect to its portfolio securities. The Fund is actively managed but there is no guarantee that the managers investment decisions will produce the desired results.
The Fund may invest in eligible China A shares (Stock Connect Securities) listed and traded on the Shanghai Stock Exchange through the Shanghai-Hong Kong Stock Connect program, as well as eligible China A shares listed and traded on the Shenzhen Stock Exchange through the Shenzhen-Hong Kong Stock Connect program (collectively, Stock Connect). However, trading through Stock Connect is subject to a number of restrictions that may affect the Funds investments and returns. For example, investors in Stock Connect Securities are generally subject to Chinese securities regulations and the listing rules of the respective Exchange, among other restrictions. In addition, Stock Connect Securities generally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with applicable rules. While Stock Connect is not subject to individual investment quotas, daily and aggregate investment quotas apply to all Stock Connect participants, which may restrict or preclude the Funds ability to invest in Stock Connect Securities. Trading in the Stock Connect program is subject to trading, clearance and settlement procedures that are untested in China, which could pose risks to the Fund. Finally, the withholding tax treatment of dividends and capital gains payable to overseas investors currently is unsettled. The application and interpretation of the laws and regulations of Hong Kong and China, and the rules, policies or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect program, are uncertain, and they may have a detrimental effect on the Funds investments and returns.
1. The Fund has a fee waiver associated with any investment it makes in a Franklin Templeton money fund and/or other Franklin Templeton fund, contractually guaranteed through 12/31/17. Fund investment results reflect the fee waiver; without this waiver, the results would have been lower.
2. Total return calculations represent the cumulative and average annual changes in value of an investment over the periods indicated. Return for less than one year, if any, has not been annualized.
3. Assumes reinvestment of distributions based on net asset value.
4. Assumes reinvestment of distributions based on the dividend reinvestment and cash purchase plan.
6 | Semiannual Report | franklintempleton.com |
TEMPLETON DRAGON FUND, INC.
Important Notice to Shareholders
franklintempleton.com | Semiannual Report | 7 |
TEMPLETON DRAGON FUND, INC.
Consolidated Financial Highlights
Six Months Ended June 30, 2017 |
Year Ended December 31, | |||||||||||||||||||||||
(unaudited)a | 2016a | 2015a | 2014a | 2013 | 2012 | |||||||||||||||||||
Per share operating performance | ||||||||||||||||||||||||
(for a share outstanding throughout the period) | ||||||||||||||||||||||||
Net asset value, beginning of period | $19.05 | $20.51 | $26.35 | $28.46 | $31.19 | $27.85 | ||||||||||||||||||
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Income from investment operations: | ||||||||||||||||||||||||
Net investment incomeb |
0.12 | 0.27 | 0.30 | 0.49 | 0.53 | 0.55 | ||||||||||||||||||
Net realized and unrealized gains (losses) |
3.82 | (0.06 | ) | (2.16 | ) | 1.63 | (1.73 | ) | 4.25 | |||||||||||||||
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Total from investment operations | 3.94 | 0.21 | (1.86 | ) | 2.12 | (1.20 | ) | 4.80 | ||||||||||||||||
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Less distributions from: | ||||||||||||||||||||||||
Net investment income |
| (0.29 | ) | (0.49 | ) | (0.02 | ) | (0.80 | ) | (0.73 | ) | |||||||||||||
Net realized gains |
| (1.41 | ) | (3.52 | ) | (4.29 | ) | (0.87 | ) | (0.75 | ) | |||||||||||||
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Total distributions | | (1.70 | ) | (4.01 | ) | (4.31 | ) | (1.67 | ) | (1.48 | ) | |||||||||||||
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Repurchase of shares | 0.01 | 0.03 | 0.03 | 0.08 | 0.14 | 0.02 | ||||||||||||||||||
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Net asset value, end of period | $23.00 | $19.05 | $20.51 | $26.35 | $28.46 | $31.19 | ||||||||||||||||||
Market value, end of periodc | $20.17 | $16.38 | $17.81 | $24.04 | $25.88 | $28.44 | ||||||||||||||||||
Total return (based on market value per share)d |
23.14% | 1.03% | (8.63)% | 9.74% | (3.07)% | 18.07% | ||||||||||||||||||
Ratios to average net assetse | ||||||||||||||||||||||||
Expenses | 1.36%f | ,g | 1.35%f,g | 1.36% | f | 1.35% | f | 1.31% | 1.31% | |||||||||||||||
Net investment income | 1.11% | 1.35% | 1.15% | 1.75% | 1.74% | 1.85% | ||||||||||||||||||
Supplemental data | ||||||||||||||||||||||||
Net assets, end of period (000s) | $787,107 | $654,805 | $713,772 | $925,020 | $1,027,479 | $1,174,229 | ||||||||||||||||||
Portfolio turnover rate | 21.09% | h | 46.85% | h | 71.98% | h | 21.58% | h | 4.59% | 2.50% |
aBased on the Consolidated Financial Highlights.
bBased on average daily shares outstanding.
cBased on the last sale on the New York Stock Exchange.
dTotal return is not annualized for periods less than one year.
eRatios are annualized for periods less than one year.
fBenefit of waiver and payments by affiliates rounds to less than 0.01%.
gBenefit of expense reduction rounds to less than 0.01%.
hExcludes the value of portfolio securities associated with intercompany transactions.
8 | Semiannual Report | The accompanying notes are an integral part of these consolidated financial statements. | franklintempleton.com |
TEMPLETON DRAGON FUND, INC.
Consolidated Statement of Investments, June 30, 2017 (unaudited)
Country | Shares | Value | ||||||||||||
Common Stocks 97.1% |
||||||||||||||
Auto Components 0.9% | ||||||||||||||
a | Fuyao Glass Industry Group Co. Ltd., A |
China | 1,242,900 | $ | 4,772,982 | |||||||||
a | Ningbo Joyson Electronic Corp., A |
China | 170,700 | 808,074 | ||||||||||
Weifu High-Technology Co. Ltd., B |
China | 582,819 | 1,377,969 | |||||||||||
b,c | Xinyi Automobile Glass Hong Kong Enterprises Ltd., Reg S |
Hong Kong | 37,250 | 7,300 | ||||||||||
|
|
|||||||||||||
6,966,325 | ||||||||||||||
|
|
|||||||||||||
Automobiles 4.2% | ||||||||||||||
Chongqing Changan Automobile Co. Ltd., B |
China | 5,357,019 | 7,066,991 | |||||||||||
Dongfeng Motor Group Co. Ltd., H |
China | 13,414,000 | 15,857,477 | |||||||||||
Jiangling Motors Corp. Ltd., B |
China | 4,916,708 | 10,340,027 | |||||||||||
|
|
|||||||||||||
33,264,495 | ||||||||||||||
|
|
|||||||||||||
Banks 8.1% |
||||||||||||||
BOC Hong Kong (Holdings) Ltd. |
Hong Kong | 394,600 | 1,887,651 | |||||||||||
China Construction Bank Corp., H |
China | 27,602,272 | 21,388,204 | |||||||||||
a | China Merchants Bank Co. Ltd., A |
China | 5,301,146 | 18,676,633 | ||||||||||
a | Industrial and Commercial Bank of China Ltd., A |
China | 14,173,318 | 10,952,556 | ||||||||||
Industrial and Commercial Bank of China Ltd., H |
China | 16,551,155 | 11,171,539 | |||||||||||
|
|
|||||||||||||
64,076,583 | ||||||||||||||
|
|
|||||||||||||
Beverages 0.7% |
||||||||||||||
a | Kweichow Moutai Co. Ltd., A |
China | 80,819 | 5,623,207 | ||||||||||
|
|
|||||||||||||
Capital Markets 1.8% |
||||||||||||||
a | Changjiang Securities Co. Ltd., A |
China | 1,153,300 | 1,610,664 | ||||||||||
a | GF Securities Co. Ltd., A |
China | 4,897,835 | 12,459,652 | ||||||||||
|
|
|||||||||||||
14,070,316 | ||||||||||||||
|
|
|||||||||||||
Chemicals 0.7% |
||||||||||||||
Green Seal Holding Ltd. |
China | 1,403,800 | 5,842,624 | |||||||||||
|
|
|||||||||||||
Communications Equipment 0.6% |
||||||||||||||
a | Hengtong Optic-electric Co. Ltd., A |
China | 59,700 | 246,780 | ||||||||||
a | Hytera Communications Corp. Ltd., A |
China | 1,900,981 | 4,510,726 | ||||||||||
|
|
|||||||||||||
4,757,506 | ||||||||||||||
|
|
|||||||||||||
Construction & Engineering 1.0% |
||||||||||||||
a | China Gezhouba Group Co. Ltd., A |
China | 4,564,400 | 7,559,205 | ||||||||||
|
|
|||||||||||||
Construction Materials 0.4% |
||||||||||||||
Asia Cement China Holdings Corp. |
China | 9,652,629 | 2,855,826 | |||||||||||
|
|
|||||||||||||
Distributors 0.6% |
||||||||||||||
Dah Chong Hong Holdings Ltd. |
China | 9,861,620 | 4,521,738 | |||||||||||
|
|
|||||||||||||
Diversified Telecommunication Services 0.2% |
||||||||||||||
China Telecom Corp. Ltd., H |
China | 2,948,000 | 1,400,798 | |||||||||||
|
|
|||||||||||||
Electric Utilities 1.5% |
||||||||||||||
a | Chongqing Fuling Electric Power Industrial Co. Ltd., A |
China | 417,568 | 2,812,360 | ||||||||||
CK Infrastructure Holdings Ltd. |
Hong Kong | 1,101,400 | 9,253,862 | |||||||||||
|
|
|||||||||||||
12,066,222 | ||||||||||||||
|
|
|||||||||||||
Electrical Equipment 0.3% |
||||||||||||||
a | Luxshare Precision Industry Co. Ltd., A |
China | 597,700 | 2,577,349 | ||||||||||
|
|
|||||||||||||
Electronic Equipment, Instruments & Components 1.1% |
||||||||||||||
a | AVIC Jonhon Optronic Technology Co. Ltd., A |
China | 410,077 | 1,886,225 | ||||||||||
Flytech Technology Co. Ltd. |
Taiwan | 405,000 | 1,321,840 | |||||||||||
a | Shenzhen Everwin Precision Technology Co. Ltd., A |
China | 1,235,006 | 5,314,556 | ||||||||||
|
|
|||||||||||||
8,522,621 | ||||||||||||||
|
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franklintempleton.com |
Semiannual Report |
9 |
TEMPLETON DRAGON FUND, INC.
CONSOLIDATED STATEMENT OF INVESTMENTS (UNAUDITED)
Country | Shares | Value | ||||||||||||
Common Stocks (continued) |
||||||||||||||
Food & Staples Retailing 3.5% |
||||||||||||||
Beijing Jingkelong Co. Ltd., H |
China | 4,833,429 | $ | 1,386,684 | ||||||||||
Dairy Farm International Holdings Ltd. |
Hong Kong | 3,348,278 | 26,384,430 | |||||||||||
|
|
|||||||||||||
27,771,114 | ||||||||||||||
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Food Products 3.1% |
||||||||||||||
a | Henan Shuanghui Investment & Development Co. Ltd., A |
China | 265,037 | 928,288 | ||||||||||
a | Inner Mongolia Yili Industrial Group Co. Ltd., A |
China | 54,900 | 174,636 | ||||||||||
Uni-President China Holdings Ltd. |
China | 25,355,000 | 20,491,185 | |||||||||||
Uni-President Enterprises Corp. |
Taiwan | 1,329,831 | 2,668,938 | |||||||||||
|
|
|||||||||||||
24,263,047 | ||||||||||||||
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Health Care Equipment & Supplies 0.5% |
||||||||||||||
Ginko International Co. Ltd. |
Taiwan | 408,000 | 3,121,011 | |||||||||||
a | Lepu Medical Technology Beijing Co. Ltd., A |
China | 198,800 | 648,213 | ||||||||||
|
|
|||||||||||||
3,769,224 | ||||||||||||||
|
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Health Care Providers & Services 1.0% |
||||||||||||||
a | China National Accord Medicines Corp. Ltd., A |
China | 347,201 | 4,142,305 | ||||||||||
a | Huadong Medicine Co. Ltd., A |
China | 516,100 | 3,782,709 | ||||||||||
|
|
|||||||||||||
7,925,014 | ||||||||||||||
|
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Hotels, Restaurants & Leisure 1.3% |
||||||||||||||
a | Huangshan Tourism Development Co. Ltd., A |
China | 1,261,146 | 3,184,064 | ||||||||||
a | Songcheng Performance Development Co. Ltd., A |
China | 2,299,769 | 7,078,143 | ||||||||||
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|||||||||||||
10,262,207 | ||||||||||||||
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Household Durables 0.9% |
||||||||||||||
a | Gree Electric Appliances Inc. of Zhuhai, A |
China | 205,376 | 1,246,933 | ||||||||||
a | Midea Group Co. Ltd., A |
China | 688,550 | 4,370,392 | ||||||||||
a | Qingdao Haier Co. Ltd., A |
China | 838,700 | 1,862,706 | ||||||||||
|
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|||||||||||||
7,480,031 | ||||||||||||||
|
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|||||||||||||
Independent Power & Renewable Electricity Producers 0.3% |
||||||||||||||
Huaneng Renewables Corp. Ltd., H |
China | 7,406,000 | 2,285,993 | |||||||||||
|
|
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Industrial Conglomerates 1.5% |
||||||||||||||
CK Hutchison Holdings Ltd. |
Hong Kong | 366,000 | 4,593,897 | |||||||||||
Hopewell Holdings Ltd. |
Hong Kong | 1,918,600 | 7,310,474 | |||||||||||
|
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|||||||||||||
11,904,371 | ||||||||||||||
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Insurance 6.4% |
||||||||||||||
AIA Group Ltd. |
Hong Kong | 3,342,980 | 24,426,629 | |||||||||||
China Life Insurance Co. Ltd., H |
China | 2,840,000 | 8,675,227 | |||||||||||
a | Ping An Insurance (Group) Co. of China Ltd., A |
China | 2,322,850 | 16,990,865 | ||||||||||
|
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50,092,721 | ||||||||||||||
|
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Internet & Direct Marketing Retail 0.8% |
||||||||||||||
b | Ctrip.com International Ltd., ADR |
China | 62,000 | 3,339,320 | ||||||||||
b | JD.com Inc., ADR |
China | 62,655 | 2,457,329 | ||||||||||
b | Vipshop Holdings Ltd., ADR |
China | 38,000 | 400,900 | ||||||||||
|
|
|||||||||||||
6,197,549 | ||||||||||||||
|
|
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Internet Software & Services 15.6% |
||||||||||||||
b | Alibaba Group Holding Ltd., ADR |
China | 311,490 | 43,888,941 | ||||||||||
b | Baidu Inc., ADR |
China | 45,000 | 8,048,700 | ||||||||||
Tencent Holdings Ltd. |
China | 1,979,500 | 70,785,617 | |||||||||||
|
|
|||||||||||||
122,723,258 | ||||||||||||||
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10 | Semiannual Report | franklintempleton.com |
TEMPLETON DRAGON FUND, INC.
CONSOLIDATED STATEMENT OF INVESTMENTS (UNAUDITED)
Country | Shares | Value | ||||||||||||
Common Stocks (continued) |
||||||||||||||
IT Services 2.1% | ||||||||||||||
TravelSky Technology Ltd., H |
China | 5,609,859 | $ | 16,525,472 | ||||||||||
|
|
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Leisure Products 0.8% |
||||||||||||||
a | Alpha Group, A |
China | 497,500 | 1,239,917 | ||||||||||
Merida Industry Co. Ltd. |
Taiwan | 872,000 | 4,676,449 | |||||||||||
|
|
|||||||||||||
5,916,366 | ||||||||||||||
|
|
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Machinery 0.2% |
||||||||||||||
a | CRRC Corp. Ltd., A |
China | 1,253,600 | 1,867,209 | ||||||||||
|
|
|||||||||||||
Marine 0.8% |
||||||||||||||
COSCO Shipping Energy Transportation Co. Ltd., H |
China | 9,492,000 | 5,300,518 | |||||||||||
Sinotrans Shipping Ltd. |
China | 4,758,000 | 1,194,413 | |||||||||||
|
|
|||||||||||||
6,494,931 | ||||||||||||||
|
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Media 0.8% |
||||||||||||||
a | Beijing Enlight Media Co. Ltd., A |
China | 2,000,700 | 2,416,454 | ||||||||||
Poly Culture Group Corp. Ltd., H |
China | 1,083,500 | 2,564,513 | |||||||||||
a | Zhejiang Huace Film & TV Co. Ltd., A |
China | 925,913 | 1,529,329 | ||||||||||
|
|
|||||||||||||
6,510,296 | ||||||||||||||
|
|
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Metals & Mining 0.3% |
||||||||||||||
a | China Nonferrous Metal Industrys Foreign Engineering and Construction Co. Ltd., A |
China | 2,182,381 | 2,256,115 | ||||||||||
|
|
|||||||||||||
Oil, Gas & Consumable Fuels 6.4% |
||||||||||||||
China Petroleum & Chemical Corp., H |
China | 49,449,000 | 38,569,935 | |||||||||||
CNOOC Ltd. |
China | 3,024,800 | 3,312,355 | |||||||||||
PetroChina Co. Ltd., H |
China | 13,715,500 | 8,396,797 | |||||||||||
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50,279,087 | ||||||||||||||
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Paper & Forest Products 4.7% |
||||||||||||||
Nine Dragons Paper Holdings Ltd. |
China | 27,891,901 | 37,152,287 | |||||||||||
|
|
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Pharmaceuticals 3.6% |
||||||||||||||
a | Jiangsu Hengrui Medicine Co. Ltd., A |
China | 2,257,384 | 16,831,591 | ||||||||||
a | Kangmei Pharmaceutical Co. Ltd., A |
China | 2,474,532 | 7,937,157 | ||||||||||
Luye Pharma Group Ltd. |
China | 910,000 | 498,838 | |||||||||||
Tong Ren Tang Technologies Co. Ltd., H |
China | 1,904,300 | 2,926,784 | |||||||||||
|
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28,194,370 | ||||||||||||||
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Professional Services 0.1% |
||||||||||||||
a | Beijing Orient Landscape & Ecology Co. Ltd., A |
China | 353,221 | 870,954 | ||||||||||
|
|
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Real Estate Management & Development 1.3% |
||||||||||||||
Cheung Kong Property Holdings Ltd. |
Hong Kong | 284,000 | 2,224,277 | |||||||||||
a | China Merchants Shekou Industrial Zone Holdings Co.Ltd., A |
China | 205,300 | 646,700 | ||||||||||
China Overseas Land & Investment Ltd. |
China | 1,396,000 | 4,085,505 | |||||||||||
a | Gemdale Corp., A |
China | 1,530,147 | 2,586,012 | ||||||||||
a | Poly Real Estate Group Co. Ltd., A |
China | 588,500 | 865,275 | ||||||||||
|
|
|||||||||||||
10,407,769 | ||||||||||||||
|
|
|||||||||||||
Semiconductors & Semiconductor Equipment 10.4% |
||||||||||||||
a | Sanan Optoelectronics Co. Ltd., A |
China | 1,628,100 | 4,732,388 | ||||||||||
Taiwan Semiconductor Manufacturing Co. Ltd. |
Taiwan | 11,200,136 | 76,831,887 | |||||||||||
|
|
|||||||||||||
81,564,275 | ||||||||||||||
|
|
|||||||||||||
Technology Hardware, Storage & Peripherals 0.8% |
||||||||||||||
a | BOE Technology Group Co. Ltd., A |
China | 6,557,000 | 4,022,640 | ||||||||||
a | Focus Media Information Technology Co. Ltd., A |
China | 994,100 | 2,017,257 | ||||||||||
|
|
|||||||||||||
6,039,897 | ||||||||||||||
|
|
franklintempleton.com | Semiannual Report | 11 |
TEMPLETON DRAGON FUND, INC.
CONSOLIDATED STATEMENT OF INVESTMENTS (UNAUDITED)
Country | Shares | Value | ||||||||||||
Common Stocks (continued) |
||||||||||||||
Textiles, Apparel & Luxury Goods 3.3% |
||||||||||||||
Anta Sports Products Ltd. |
China | 7,927,000 | $ | 26,194,051 | ||||||||||
|
|
|||||||||||||
Transportation Infrastructure 2.1% |
||||||||||||||
COSCO Shipping Ports Ltd. |
China | 8,183,479 | 9,600,803 | |||||||||||
a | Shenzhen Airport Co., A |
China | 4,856,700 | 6,696,772 | ||||||||||
|
|
|||||||||||||
16,297,575 | ||||||||||||||
|
|
|||||||||||||
Wireless Telecommunication Services 2.4% |
||||||||||||||
China Mobile Ltd. |
China | 1,768,500 | 18,765,999 | |||||||||||
|
|
|||||||||||||
Total Common Stocks (Cost $421,542,753) |
764,115,997 | |||||||||||||
|
|
|||||||||||||
Short Term Investments (Cost $10,869,347) 1.4% |
||||||||||||||
Money Market Funds 1.4% |
||||||||||||||
d,e | Institutional Fiduciary Trust Money Market Portfolio, 0.58% |
United States | 10,869,347 | 10,869,347 | ||||||||||
|
|
|||||||||||||
Total Investments (Cost $432,412,100) 98.5% |
774,985,344 | |||||||||||||
Other Assets, less Liabilities 1.5% |
12,122,026 | |||||||||||||
|
|
|||||||||||||
Net Assets 100.0% |
$ | 787,107,370 |
See Abbreviations on page 21.
aThe security is owned by Templeton China Opportunities Fund, Ltd., a wholly-owned subsidiary of the Fund. See Note 1(c).
bNon-income producing.
cSecurity was purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. This security has been deemed liquid under guidelines approved by the Funds Board of Directors. At June 30, 2017, the value of this security was $7,300, representing less than 0.1% of net assets.
dSee Note 3(c) regarding investments in affiliated management investment companies.
eThe rate shown is the annualized seven-day yield at period end.
12 | Semiannual Report | The accompanying notes are an integral part of these consolidated financial statements. | franklintempleton.com |
TEMPLETON DRAGON FUND, INC.
Consolidated Financial Statements
Consolidated Statement of Assets and Liabilities
June 30, 2017 (unaudited)
Assets: |
||||
Investments in securities: |
||||
Cost - Unaffiliated issuers |
$421,542,753 | |||
Cost - Non-controlled affiliates (Note 3c) |
10,869,347 | |||
|
|
|||
Total cost of investments |
$432,412,100 | |||
|
|
|||
Value - Unaffiliated issuers |
$764,115,997 | |||
Value - Non-controlled affiliates (Note 3c) |
10,869,347 | |||
|
|
|||
Total value of investments |
774,985,344 | |||
Cash |
257,153 | |||
Foreign currency, at value (cost $8,761,082) |
8,768,394 | |||
Receivables: |
||||
Investment securities sold |
1,117,518 | |||
Dividends |
4,445,189 | |||
|
|
|||
Total assets |
789,573,598 | |||
|
|
|||
Liabilities: |
||||
Payables: |
||||
Investment securities purchased |
1,407,303 | |||
Management fees |
807,211 | |||
Directors fees and expenses |
418 | |||
Accrued expenses and other liabilities |
251,296 | |||
|
|
|||
Total liabilities |
2,466,228 | |||
|
|
|||
Net assets, at value |
$787,107,370 | |||
|
|
|||
Net assets consist of: |
||||
Paid-in capital |
$370,373,555 | |||
Undistributed net investment income |
13,109,827 | |||
Net unrealized appreciation (depreciation) |
343,057,634 | |||
Accumulated net realized gain (loss) |
60,566,354 | |||
|
|
|||
Net assets, at value |
$787,107,370 | |||
|
|
|||
Shares outstanding |
34,228,891 | |||
|
|
|||
Net asset value per share |
$23.00 | |||
|
|
franklintempleton.com | The accompanying notes are an integral part of these consolidated financial statements. | Semiannual Report | 13 |
TEMPLETON DRAGON FUND, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Operations
for the six months ended June 30, 2017 (unaudited)
Investment income: |
||||
Dividends: (net of foreign taxes of $1,023,968) |
||||
Unaffiliated issuers |
$ | 8,854,986 | ||
Non-controlled affiliates (Note 3c) |
5,635 | |||
Interest (net of foreign taxes of $1,200) |
10,787 | |||
|
|
|||
Total investment income |
8,871,408 | |||
|
|
|||
Expenses: |
||||
Management fees (Note 3a) |
4,527,379 | |||
Transfer agent fees |
34,151 | |||
Custodian fees (Note 4) |
140,074 | |||
Reports to shareholders |
24,465 | |||
Registration and filing fees |
18,267 | |||
Professional fees |
76,586 | |||
Directors fees and expenses |
35,009 | |||
Other |
55,431 | |||
|
|
|||
Total expenses |
4,911,362 | |||
Expense reductions (Note 4) |
(4,820 | ) | ||
Expenses waived/paid by affiliates (Note 3c) |
(5,305 | ) | ||
|
|
|||
Net expenses |
4,901,237 | |||
|
|
|||
Net investment income |
3,970,171 | |||
|
|
|||
Realized and unrealized gains (losses): |
||||
Net realized gain (loss) from: |
||||
Investments |
13,524,327 | |||
Foreign currency transactions |
140,207 | |||
|
|
|||
Net realized gain (loss) |
13,664,534 | |||
|
|
|||
Net change in unrealized appreciation (depreciation) on: |
||||
Investments |
117,114,868 | |||
Translation of other assets and liabilities denominated in foreign currencies |
(4,763 | ) | ||
|
|
|||
Net change in unrealized appreciation (depreciation) |
117,110,105 | |||
|
|
|||
Net realized and unrealized gain (loss) |
130,774,639 | |||
|
|
|||
Net increase (decrease) in net assets resulting from operations |
$ | 134,744,810 | ||
|
|
14 |
Semiannual Report | The accompanying notes are an integral part of these consolidated financial statements. |
franklintempleton.com |
TEMPLETON DRAGON FUND, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Changes in Net Assets
Six Months Ended June 30, 2017 (unaudited) |
Year Ended December 31, 2016 |
|||||||
Increase (decrease) in net assets: |
||||||||
Operations: |
||||||||
Net investment income |
$ 3,970,171 | $ 9,248,971 | ||||||
Net realized gain (loss) |
13,664,534 | 52,245,846 | ||||||
Net change in unrealized appreciation (depreciation) |
117,110,105 | (54,539,194 | ) | |||||
|
|
|||||||
Net increase (decrease) in net assets resulting from operations |
134,744,810 | 6,955,623 | ||||||
|
|
|||||||
Distributions to shareholders from: |
||||||||
Net investment income |
| (9,938,154 | ) | |||||
Net realized gains |
| (48,622,574 | ) | |||||
|
|
|||||||
Total distributions to shareholders |
| (58,560,728 | ) | |||||
|
|
|||||||
Capital share transactions from - repurchase of shares (Note 2) |
(2,442,223 | ) | (7,361,986 | ) | ||||
|
|
|||||||
Net increase (decrease) in net assets |
132,302,587 | (58,967,091 | ) | |||||
Net assets: |
||||||||
Beginning of period |
654,804,783 | 713,771,874 | ||||||
|
|
|||||||
End of period |
$787,107,370 | $654,804,783 | ||||||
|
|
|||||||
Undistributed net investment income included in net assets: |
||||||||
End of period |
$ 13,109,827 | $ 9,139,656 | ||||||
|
|
franklintempleton.com |
The accompanying notes are an integral part of these consolidated financial statements. | Semiannual Report |
15 |
TEMPLETON DRAGON FUND, INC.
Notes to Consolidated Financial Statements (unaudited)
16 | Semiannual Report |
franklintempleton.com |
TEMPLETON DRAGON FUND, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
franklintempleton.com |
Semiannual Report |
17 |
TEMPLETON DRAGON FUND, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. Capital Stock
At June 30, 2017, there were 100 million shares authorized ($0.01 par value). During the periods ended June 30, 2017 and December 31, 2016 there were no shares issued; all reinvested distributions were satisfied with previously issued shares purchased in the open market.
Under the Board approved open-market share repurchase program, the Fund may purchase, from time to time, Fund shares in open-market transactions, at the discretion of management. Since the inception of the program, the Fund has repurchased a total of 8,910,436 shares. Transactions in the Funds shares were as follows:
Six Months Ended June 30, 2017 |
Year Ended December 31, 2016 |
|||||||||||||||||||
Shares |
Amount |
Shares | Amount | |||||||||||||||||
Shares repurchased |
|
138,869 |
|
$2,442,223 | 435,156 | $7,361,986 | ||||||||||||||
|
|
|||||||||||||||||||
Weighted average discount of market price to net asset value of shares repurchased |
|
13.08% |
|
14.04% |
18 | Semiannual Report | | franklintempleton.com |
TEMPLETON DRAGON FUND, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
3. Transactions with Affiliates
Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and directors of the Fund are also officers, and/or directors of the following subsidiaries:
Subsidiary | Affiliation | |||
Templeton Asset Management Ltd. (TAML) |
Investment manager |
|||
Templeton Investment Counsel, LLC (TIC) |
Investment manager |
|||
Franklin Templeton Services, LLC (FT Services) |
Administrative manager |
a. Management Fees
The Fund pays an investment management fee to TAML based on the average weekly net assets of the Fund as follows:
Annualized Fee Rate | Net Assets | |||
1.250% |
Up to and including $1 billion |
|||
1.200% |
Over $1 billion, up to and including $5 billion |
|||
1.150% |
Over $5 billion, up to and including $10 billion |
|||
1.100% |
Over $10 billion, up to and including $15 billion |
|||
1.050% |
Over $15 billion, up to and including $20 billion |
|||
1.000% |
In excess of $20 billion |
The investment manager of China Fund, TIC, agrees to waive the management fee for its services. There is a sub-advisory agreement between TAML and TIC. TAML provides sub-advisory investment management services to the China Fund. The subadvisory fee is paid by TIC and is not an additional expense of the Fund.
For the period ended June 30, 2017, the annualized effective investment management fee rate was 1.250% of the Funds average weekly net assets.
b. Administrative Fees
Under an agreement with TAML, FT Services provides administrative services to the Fund. The fee is paid by TAML based on the Funds average weekly net assets, and is not an additional expense of the Fund.
c. Investments in Affiliated Management Investment Companies
The Fund invests in one or more affiliated management investment companies for purposes other than exercising a controlling influence over the management or policies. Management fees paid by the Fund are waived on assets invested in the affiliated management investment companies, as noted in the Consolidated Statement of Operations, in an amount not to exceed the management and administrative fees paid directly or indirectly by each affiliate. Prior to January 1, 2014, the waiver was accounted for as a reduction to management fees. During the period ended June 30, 2017, the Fund held investments in affiliated management investment companies as follows:
Number of Shares Held at Beginning of Period |
Gross Additions |
Gross Reductions |
Number of Shares Held at End of Period |
Value at End of Period |
Investment Income |
Realized Gain (Loss) |
% of Affiliated Fund Shares Outstanding Held at End of Period |
|||||||||||||||||||||||||
Non-Controlled Affiliates | ||||||||||||||||||||||||||||||||
Institutional Fiduciary Trust Money Market Portfolio, 0.58% |
2,119,665 | 26,884,530 | (18,134,848 | ) | 10,869,347 | $10,869,347 | $5,635 | $- | 0.1% | |||||||||||||||||||||||
franklintempleton.com |
Semiannual Report |
19 |
TEMPLETON DRAGON FUND, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
4. Expense Offset Arrangement
The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Funds custodian expenses. During the period ended June 30, 2017, the custodian fees were reduced as noted in the Consolidated Statement of Operations.
5. Income Taxes
At June 30, 2017, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:
Cost of investments |
$ | 469,182,646 | ||
|
|
|||
Unrealized appreciation |
$ | 357,295,731 | ||
Unrealized depreciation |
(51,493,033 | ) | ||
|
|
|||
Net unrealized appreciation (depreciation) |
$ |
305,802,698 |
| |
|
|
Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatments of the wholly-owned subsidiary and wash sales.
6. Investment Transactions
Purchases and sales of investments (excluding short term securities) for the period ended June 30, 2017, aggregated $150,046,325 and $169,072,224, respectively. Purchases and sales of investments excludes intercompany transactions of $300,000 and $10,280,630, respectively. The intercompany transactions represent the Funds purchase and redemption of shares of the China Fund.
7. Concentration of Risk
Investing in foreign securities may include certain risks and considerations not typically associated with investing in U.S. securities, such as fluctuating currency values and changing local and regional economic, political and social conditions, which may result in greater market volatility. In addition, certain foreign securities may not be as liquid as U.S. securities.
Investing in China A-shares may include certain risks and considerations not typically associated with investing in U.S. securities. In general, A-shares are issued by companies incorporated in the Peoples Republic of China (PRC) and listed on the Shanghai and Shenzhen Stock Exchanges and available for investment by domestic (Chinese) investors and holders of a QFII license and, in the case of certain eligible A-shares, through the Shanghai and Shenzhen Stock Connect programs. The Shanghai and Shenzhen Stock Exchanges are, however, substantially smaller, less liquid and more volatile than the major securities markets in the United States.
8. Fair Value Measurements
The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Funds own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds financial instruments and are summarized in the following fair value hierarchy:
| Level 1 quoted prices in active markets for identical financial instruments |
| Level 2 other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.) |
20 |
Semiannual Report |
franklintempleton.com |
TEMPLETON DRAGON FUND, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of financial instruments) |
The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.
For movements between the levels within the fair value hierarchy, the Fund has adopted a policy of recognizing the transfers as of the date of the underlying event which caused the movement.
At June 30, 2017, all of the Funds investments in financial instruments carried at fair value were valued using Level 1 inputs. For detailed categories, see the accompanying Consolidated Statement of Investments.
9. Investment Company Reporting Modernization
In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, final rules) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management has reviewed the requirements and believes the adoption of the amendments to Regulation S-X will not have a material impact on the Funds financial statements and related disclosures.
10. Subsequent Events
The Fund has evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure.
Abbreviations
Selected Portfolio | ||
ADR | American Depositary Receipt |
franklintempleton.com |
Semiannual Report |
21 |
TEMPLETON DRAGON FUND, INC.
Annual Meeting of Shareholders, May 30, 2017 (unaudited)
The Annual Meeting of Shareholders of the Fund was held at the offices of Franklin Templeton Investments, 300 S.E. 2nd Street, Fort Lauderdale, Florida, on May 30, 2017. The purpose of the meeting was to elect four Directors of the Fund and to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending December 31, 2017. At the meeting, the following persons were elected by the shareholders to serve as Directors of the Fund: Harris J. Ashton, Mary C. Choksi, J. Michael Luttig and Constantine D. Tseretopoulos.* Shareholders also ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending December 31, 2017. No other business was transacted at the meeting.
The results of the voting at the Annual Meeting are as follows:
1. The election of four Directors:
Term Expiring 2020 | For | % of Outstanding Shares |
% of Shares Present |
Withheld | % of Outstanding Shares |
% of Shares Present |
||||||||||||||||||
Harris J. Ashton |
29,644,762 | 86.55% | 96.45% | 1,090,264 | 3.18% | 3.55% | ||||||||||||||||||
Mary C. Choksi |
|
29,639,619 |
|
86.53% | 96.44% | 1,095,407 | 3.20% | 3.56% | ||||||||||||||||
J. Michael Luttig |
|
29,729,376 |
|
86.79% | 96.73% | 1,005,650 | 2.94% | 3.27% | ||||||||||||||||
Constantine D. Tseretopoulos |
|
29,604,349 |
|
86.43% | 96.32% | 1,130,677 | 3.30% | 3.68% |
There were no broker non-votes received with respect to this item.
2. The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending December 31, 2017:
Shares Voted |
% of Outstanding Shares |
% of Shares Present |
||||||||||
For |
|
30,183,755 |
|
88.12% | 98.21% | |||||||
Against |
|
406,028 |
|
1.19% | 1.32% | |||||||
Abstain |
|
145,239 |
|
0.42% | 0.47% |
*Ann Torre Bates, Edith E. Holiday, Gregory E. Johnson, Rupert H. Johnson, Jr., David W. Niemiec, Larry D. Thompson and Robert E. Wade are Directors of the Fund who are currently serving and whose terms of office continued after the Annual Meeting of Shareholders.
22 |
Semiannual Report |
franklintempleton.com |
TEMPLETON DRAGON FUND, INC.
Dividend Reinvestment and Cash Purchase Plan
The Fund offers a Dividend Reinvestment and Cash Purchase Plan (the Plan) with the following features:
If shares of the Fund are held in the shareholders name, the shareholder will automatically be a participant in the Plan unless he elects to withdraw. If the shares are registered in the name of a broker-dealer or other nominee (i.e., in street name), the broker-dealer or nominee will elect to participate in the Plan on the shareholders behalf unless the shareholder instructs them otherwise, or unless the reinvestment service is not provided by the broker-dealer or nominee.
To receive dividends or distributions in cash, the shareholder must notify American Stock Transfer and Trust Company LLC (the Plan Administrator) at P.O. Box 922, Wall Street Station, New York, NY 10269-0560 or the institution in whose name the shares are held. The Plan Administrator must receive written notice ten business days before the record date for the distribution.
Whenever the Fund declares dividends in either cash or shares of the Fund, if the market price is equal to or exceeds net asset value at the valuation date, the participant will receive the dividends entirely in new shares at a price equal to the net asset value, but not less than 95% of the then current market price of the Funds shares. If the market price is lower than net asset value or if dividends and/or capital gains distributions are payable only in cash, the participant will receive shares purchased on the New York Stock Exchange or otherwise on the open market.
A participant has the option of submitting additional cash payments to the Plan Administrator, in any amounts of at least $100, up to a maximum of $5,000 per month, for the purchase of Fund shares for his or her account. These payments can be made by check payable to American Stock Transfer and Trust Company LLC and sent to American Stock Transfer and Trust Company LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560, Attention: Templeton Dragon Fund, Inc. The Plan Administrator will apply such payments (less a $5.00 service charge and less a pro rata share of trading fees) to purchases of the Funds shares on the open market.
Whenever shares are purchased on the New York Stock Exchange or otherwise on the open market, each participant will pay a pro rata portion of trading fees. Trading fees will be deducted from amounts to be invested. The Plan Administrators fee for a sale of shares through the Plan is $15.00 per transaction plus a $0.12 per share trading fee.
The automatic reinvestment of dividends and/or capital gains does not relieve the participant of any income tax that may be payable on dividends or distributions.
The participant may withdraw from the Plan without penalty at any time by written notice to the Plan Administrator sent to American Stock Transfer and Trust Company LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560. Upon withdrawal, the participant will receive, without charge, share certificates issued in the participants name for all full shares held by the Plan Administrator; or, if the participant wishes, the Plan Administrator will sell the participants shares and send the proceeds to the participant, less a service charge of $15.00 and less trading fees of $0.12 per share. The Plan Administrator will convert any fractional shares held at the time of withdrawal to cash at current market price and send a check to the participant for the net proceeds.
For more information, please see the Plans Terms and Conditions located at the back of this report.
franklintempleton.com |
Semiannual Report |
23 |
TEMPLETON DRAGON FUND, INC.
Transfer Agent
American Stock Transfer and Trust Company LLC
P.O. Box 922, Wall Street Station
New York, NY 10269-0560
(800) 416-5585
www.astfinancial.com
Direct Deposit Service for Registered Shareholders
Cash distributions can now be electronically credited to a checking or savings account at any financial institution that participates in the Automated Clearing House (ACH) system. The Direct Deposit service is provided for registered shareholders at no charge. To enroll in the service, access your account online by going to www.astfinancial.com or dial (800) 416-5585 (toll free) and follow the instructions. Direct Deposit will begin with the next scheduled distribution payment date following enrollment in the service.
Direct Registration
If you are a registered shareholder of the Fund, purchases of shares of the Fund can be electronically credited to your Fund account at American Stock Transfer and Trust Company LLC through Direct Registration. This service provides shareholders with a convenient way to keep track of shares through book entry transactions, electronically move book-entry shares between broker-dealers, transfer agents and DRS eligible issuers, and eliminate the possibility of lost certificates. For additional information, please contact American Stock Transfer and Trust Company LLC at (800) 416-5585.
Shareholder Information
Shares of Templeton Dragon Fund, Inc. are traded on the New York Stock Exchange under the symbol TDF. Information about the net asset value and the market price is available at franklintempleton.com.
For current information about dividends and shareholder accounts, call (800) 416-5585. Registered shareholders can access their Fund account on-line. For information go to American Stock Transfer and Trust Company LLC website at www.astfinancial.com and follow the instructions.
The daily closing net asset value as of the previous business day may be obtained when available by calling Franklin Templeton Fund Information after 7 a.m. Pacific time any business day at (800) DIAL BEN/342-5236. The Funds net asset value and dividends are also listed on the NASDAQ Stock Market, Inc.s Mutual Fund Quotation Service (NASDAQ MFQS).
Shareholders not receiving copies of reports to shareholders because their shares are registered in the name of a broker or a custodian can request that they be added to the Funds mailing list, by writing Templeton Dragon Fund, Inc., 100 Fountain Parkway, P.O. Box 33030, St. Petersburg, FL, 33733-8030.
24 |
Semiannual Report |
franklintempleton.com |
TEMPLETON DRAGON FUND, INC.
franklintempleton.com |
Semiannual Report |
25 |
TEMPLETON DRAGON FUND, INC.
SHAREHOLDER INFORMATION
26 |
Semiannual Report |
franklintempleton.com |
TEMPLETON DRAGON FUND, INC.
SHAREHOLDER INFORMATION
franklintempleton.com |
Semiannual Report |
27 |
TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
28 |
Not part of the semiannual report |
franklintempleton.com |
TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (continued)
franklintempleton.com |
Not part of the semiannual report |
|
29 |
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Semiannual Report Templeton Dragon Fund, Inc.
Investment Manager Templeton Asset Management Ltd.
Transfer Agent American Stock Transfer & Trust Co., LLC 6201 15th Avenue Brooklyn, NY 11219 Toll Free Number: (800) 416-5585 Hearing Impaired Number: (866) 703-9077 International Phone Number: (718) 921-8124 www.astfinancial.com
Fund Information (800) DIAL BEN® / 342-5236
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Investors should be aware that the value of investments made for the Fund may go down as well as up. Like any investment in securities, the value of the Funds portfolio will be subject to the risk of loss from market, currency, economic, political and other factors. The Fund and its investors are not protected from such losses by the investment manager. Therefore, investors who cannot accept this risk should not invest in shares of the Fund. | ||||
To help ensure we provide you with quality service, all calls to and from our service areas are monitored and/or recorded. | ||||
© 2017 Franklin Templeton Investments. All rights reserved. | TLTDF S 08/17 |
Item 2. Code of Ethics.
(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.
(c) N/A
(d) N/A
(f) Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrant has an audit committee financial expert serving on its audit committee.
(2) The audit committee financial expert is David W. Niemiec and he is independent as defined under the relevant Securities and Exchange Commission Rules and Releases.
Item 4. Principal Accountant Fees and Services. N/A
Item 5. Audit Committee of Listed Registrants
Members of the Audit Committee are: Ann Torre Bates, David W. Niemiec and Constantine D. Tseretopoulos
Item 6. Schedule of Investments. N/A
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The board of directors of the Fund has delegated the authority to vote proxies related to the portfolio securities held by the Fund to the Funds investment manager Templeton Asset Management Ltd. (Asset Management) in accordance with the Proxy Voting Policies and Procedures (Policies) adopted by the investment manager.
The investment manager has delegated its administrative duties with respect to the voting of proxies for securities to the Proxy Group within Franklin Templeton Companies, LLC (Proxy Group), an affiliate and wholly owned subsidiary of Franklin Resources, Inc. All proxies received by the Proxy Group will be voted based upon the investment managers instructions and/or policies. The investment manager votes proxies solely in the best interests of the Fund and its shareholders.
To assist it in analyzing proxies of equity securities, the investment manager subscribes to Institutional Shareholder Services, Inc. (ISS), an unaffiliated third-party corporate governance research service that provides in-depth analyses of shareholder meeting agendas, vote
recommendations, vote execution services, ballot reconciliation services, recordkeeping and vote disclosure services. In addition, the investment manager subscribes to Glass, Lewis & Co., LLC (Glass Lewis), an unaffiliated third-party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies, as well as a limited subscription to its international research. Also, the investment manager has a supplemental subscription to Egan-Jones Proxy Services (Egan-Jones), an unaffiliated third party proxy advisory firm, to receive analyses and vote recommendations. Although analyses provided by ISS, Glass Lewis, Egan-Jones, and/or another independent third party proxy service provider (each a Proxy Service) are thoroughly reviewed and considered in making a final voting decision, the investment manager does not consider recommendations from a Proxy Service or any third party to be determinative of the investment managers ultimate decision. Rather, the investment manager exercises its independent judgment in making voting decisions. For most proxy proposals, the investment managers evaluation should result in the same position being taken for all Funds. In some cases, however, the evaluation may result in a Fund voting differently, depending upon the nature and objective of the Fund, the composition of its portfolio and other factors. As a matter of policy, the officers, directors/trustees and employees of the investment manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of the Fund and its shareholders. Efforts are made to resolve all conflicts in the best interests of the investment managers clients. Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker-dealer and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. In situations where a material conflict of interest is identified, the Proxy Group may vote consistent with the voting recommendation of a Proxy Service; or send the proxy directly to the Funds board or a committee of the board with the investment managers recommendation regarding the vote for approval.
Where a material conflict of interest has been identified, but the items on which the investment managers vote recommendations differ from a Proxy Service and relate specifically to (1) shareholder proposals regarding social or environmental issues, (2) Other Business without describing the matters that might be considered, or (3) items the investment manager wishes to vote in opposition to the recommendations of an issuers management, the Proxy Group may defer to the vote recommendations of the investment manager rather than sending the proxy directly to the Funds board or a board committee for approval.
To avoid certain potential conflicts of interest, the investment manager will employ echo voting, if possible, in the following instances: (1) when the Fund invests in an underlying fund in reliance on any one of Sections 12(d) (1) (E), (F), or (G) of the 1940 Act, the rules thereunder, or pursuant to a SEC exemptive order thereunder; (2) when the Fund invests uninvested cash in affiliated money market funds pursuant to the rules under the 1940 Act or any exemptive orders thereunder (cash sweep arrangement); or (3) when required pursuant to the Funds governing documents or applicable law. Echo voting means
that the investment manager will vote the shares in the same proportion as the vote of all of the other holders of the underlying funds shares.
The recommendation of management on any issue is a factor that the investment manager considers in determining how proxies should be voted. However, the investment manager does not consider recommendations from management to be determinative of the investment managers ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the companys management. Each issue, however, is considered on its own merits, and the investment manager will not support the position of the companys management in any situation where it deems that the ratification of managements position would adversely affect the investment merits of owning that companys shares.
Engagement with issuers. The investment manager believes that engagement with issuers is important to good corporate governance and to assist in making proxy voting decisions. The investment manager may engage with issuers to discuss specific ballot items to be voted on in advance of an annual or special meeting to obtain further information or clarification on the proposals. The investment manager may also engage with management on a range of environmental, social or corporate governance issues throughout the year.
Investment managers proxy voting policies and principles The investment manager has adopted general proxy voting guidelines, which are summarized below. These guidelines are not an exhaustive list of all the issues that may arise and the investment manager cannot anticipate all future situations. In all cases, each proxy and proposal (including both management and shareholder proposals) will be considered based on the relevant facts and circumstances on a case-by-case basis.
Board of directors. The investment manager supports an independent, diverse board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. The investment manager supports boards with strong risk management oversight. The investment manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. The investment manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, the investment manager will review this issue as well as proposals to restore or provide for cumulative voting on a case-by-case basis, taking into consideration factors such as the companys corporate governance guidelines or provisions and performance. The investment manager generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the investment manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.
In the event of a contested election, the investment manager will review a number of factors in making a decision including managements
track record, the companys financial performance, qualifications of candidates on both slates, and the strategic plan of the dissidents and/or shareholder nominees.
Ratification of auditors of portfolio companies. The investment manager will closely scrutinize the independence, role and performance of auditors. On a case-by-case basis, the investment manager will examine proposals relating to non-audit relationships and non-audit fees. The investment manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of a lack of independence, accounting irregularities or negligence. The investment manager may also consider whether the ratification of auditors has been approved by an appropriate audit committee that meets applicable composition and independence requirements.
Management and director compensation. A companys equity-based compensation plan should be in alignment with the shareholders long-term interests. The investment manager believes that executive compensation should be directly linked to the performance of the company. The investment manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable, including the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plans. The investment manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment evergreen feature. The investment manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.
Severance compensation arrangements will be reviewed on a case-by-case basis, although the investment manager will generally oppose golden parachutes that are considered to be excessive. The investment manager will normally support proposals that require a percentage of directors compensation to be in the form of common stock, as it aligns their interests with those of shareholders.
The investment manager will review non-binding say-on-pay proposals on a case-by-case basis, and will generally vote in favor of such proposals unless compensation is misaligned with performance and/or shareholders interests, the company has not provided reasonably clear disclosure regarding its compensation practices, or there are concerns with the companys remuneration practices.
Anti-takeover mechanisms and related issues. The investment manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, the investment manager conducts an independent review of each anti-takeover proposal. On occasion, the investment manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm the Fund or its shareholders interests. The investment manager generally supports proposals that require shareholder rights plans (poison pills) to be subject to a shareholder vote and will closely evaluate such plans on a case-by-case basis to determine
whether or not they warrant support. In addition, the investment manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. The investment manager generally opposes any supermajority voting requirements as well as the payment of greenmail. The investment manager generally supports fair price provisions and confidential voting. The investment manager will review a companys proposal to reincorporate to a different state or country on a case-by-case basis taking into consideration financial benefits such as tax treatment as well as comparing corporate governance provisions and general business laws that may result from the change in domicile.
Changes to capital structure. The investment manager realizes that a companys financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. The investment manager will review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. The investment manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. The investment manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. The investment manager will review proposals seeking preemptive rights on a case-by-case basis.
Mergers and corporate restructuring. Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. The investment manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.
Environmental and social issues. The investment manager considers environmental and social issues alongside traditional financial measures to provide a more comprehensive view of the value, risk and return potential of an investment. Companies may face significant financial, legal and reputational risks resulting from poor environmental and social practices, or negligent oversight of environmental or social issues. Franklin Templetons Responsible Investment Principles and Policies describes the investment managers approach to consideration of environmental, social and governance issues within the investment managers processes and ownership practices.
In the investment managers experience, those companies that are managed well are often effective in dealing with the relevant environmental and social issues that pertain to their business. As such, the investment manager will generally give management discretion with regard to environmental and social issues. However, in cases where management and the board have not demonstrated adequate efforts to mitigate material environmental or social risks, have engaged in inappropriate or illegal conduct, or have failed to adequately address
current or emergent risks that threaten shareholder value, the investment manager may choose to support well-crafted shareholder proposals that serve to promote or protect shareholder value. This may include seeking appropriate disclosure regarding material environmental and social issues. The investment manager will review shareholder proposals on a case-by-case basis and may support those that serve to enhance value or mitigate risk, are drafted appropriately, and do not disrupt the course of business or require a disproportionate or inappropriate use of company resources.
The investment manager will consider supporting a shareholder proposal seeking disclosure and greater board oversight of lobbying and corporate political contributions if the investment manager believes that there is evidence of inadequate oversight by the companys board, if the companys current disclosure is significantly deficient, or if the disclosure is notably lacking in comparison to the companys peers.
Governance matters. The investment manager generally supports the right of shareholders to call special meetings and act by written consent. However, the investment manager will review such shareholder proposals on a case-by-case basis in an effort to ensure that such proposals do not disrupt the course of business or require a disproportionate or inappropriate use of company resources.
Proxy access. In cases where the investment manager is satisfied with company performance and the responsiveness of management, it will generally vote against shareholder proxy access proposals not supported by management. In other instances, the investment manager will consider such proposals on a case-by-case basis, taking into account factors such as the size of the company, ownership thresholds and holding periods, nomination limits (e.g., number of candidates that can be nominated), the intentions of the shareholder proponent, and shareholder base.
Global corporate governance. Many of the tenets discussed above are applied to the investment managers proxy voting decisions for international investments. However, the investment manager must be flexible in these worldwide markets. Principles of good corporate governance may vary by country, given the constraints of a countrys laws and acceptable practices in the markets. As a result, it is on occasion difficult to apply a consistent set of governance practices to all issuers. As experienced money managers, the investment managers analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.
The investment manager will generally attempt to process every proxy it receives for all domestic and foreign securities. However, there may be situations in which the investment manager may be unable to successfully vote a proxy, or may choose not to vote a proxy, such as where: (i) a proxy ballot was not received from the custodian bank; (ii) a meeting notice was received too late; (iii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if the investment manager
votes a proxy or where the investment manager is prohibited from voting by applicable law, economic or other sanctions, or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (v) additional documentation or the disclosure of beneficial owner details is required; (vi) the investment manager held shares on the record date but has sold them prior to the meeting date; (vii) a proxy voting service is not offered by the custodian in the market; (viii) due to either system error or human error, the investment managers intended vote is not correctly submitted; (ix) the investment manager believes it is not in the best interest of the Fund or its shareholders to vote the proxy for any other reason not enumerated herein; or (x) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person.
In some non-U.S. jurisdictions, even if the investment manager uses reasonable efforts to vote a proxy on behalf of the Fund, such vote or proxy may be rejected because of (a) operational or procedural issues experienced by one or more third parties involved in voting proxies in such jurisdictions; (b) changes in the process or agenda for the meeting by the issuer for which the investment manager does not have sufficient notice; or (c) the exercise by the issuer of its discretion to reject the vote of the investment manager. In addition, despite the best efforts of the Proxy Group and its agents, there may be situations where the investment managers votes are not received, or properly tabulated, by an issuer or the issuers agent.
The investment manager or its affiliates may, on behalf of one or more of the proprietary registered investment companies advised by the investment manager or its affiliates, determine to use its best efforts to recall any security on loan where the investment manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes.
Procedures for meetings involving fixed income securities. From time to time, certain custodians may process events for fixed income securities through their proxy voting channels rather than corporate action channels for administrative convenience. In such cases, the Proxy Group will receive ballots for such events on the ISS voting platform. The Proxy Group will solicit voting instructions from the investment manager for each Fund involved. If the Proxy Group does not receive voting instructions from the investment manager, the Proxy Group will take no action on the event. The investment manager may be unable to vote a proxy for a fixed income security, or may choose not to vote a proxy, for the reasons described under the section entitled Proxy Procedures.
The Proxy Group will monitor such meetings involving fixed income securities for conflicts of interest in accordance with these procedures for fixed income securities. If a fixed income issuer is flagged as a potential conflict of interest, the investment manager may nonetheless vote as it deems in the best interests of the Fund. The investment manager will report such decisions on an annual basis to the Fund board as may be required.
Shareholders may view the complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301-1923, Attention: Proxy Group. Copies of the Funds proxy voting records are available online at franklintempleton.com and posted on the SEC website at www.sec.gov. The proxy voting records are updated each year by August 31 to reflect the most recent 12-month period ended June 30.
Item 8. Portfolio Managers of Closed-End Management Investment Companies. N/A
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
(a) | (b) | (c) | (d) | |||||||||||||
Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Program |
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
Month #1 (1/1/17 - 1/31/2017) |
79,107.000 | 16.95 | 79,107.000 | 34,367,760.00 | ||||||||||||
Month #2 (2/1/17 - 2/28/2017) |
17,698.000 | 18.02 | 17,698.000 | 34,288,653.00 | ||||||||||||
Month #3 (3/1/17 - 3/31/2017) |
18,475.000 | 18.02 | 18,475.000 | 34,270,955.00 | ||||||||||||
Month #4 (4/1/17 - 4/30/2017) |
16,570.000 | 18.79 | 16,570.000 | 34,252,480.00 | ||||||||||||
Month #5 (5/1/17 - 5/31/17) |
| 34,235,910.00 | ||||||||||||||
Month #6 (6/1/17 - 6/30/17) |
7,019.000 | 19.69 | 7,019.000 | 34,235,910.00 | ||||||||||||
Total |
138,869.000 | 138,869.000 | 34,228,891.00 |
The Board previously authorized an open-market share repurchase program pursuant to which the Fund may purchase, from time to time, Fund shares in open-market transactions, at the discretion of management. Effective February 26, 2013, the Board approved a modification to the Funds previously announced open-market share repurchase program to authorize the Fund to repurchase up to 10% of the Funds shares outstanding in open market transactions as of that date, at the discretion of management. Since the inception of the program, the Fund had repurchased a total of 8,910,436 shares.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no changes to the procedures by which shareholders may
recommend nominees to the Registrants Board of Directors that would require disclosure herein.
Item 11. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures. The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrants filings under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrants management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrants management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrants management, including the Registrants principal executive officer and the Registrants principal financial officer, of the effectiveness of the design and operation of the Registrants disclosure controls and procedures. Based on such evaluation, the Registrants principal executive officer and principal financial officer concluded that the Registrants disclosure controls and procedures are effective.
(b) Changes in Internal Controls. There have been no changes in the Registrants internal controls or in other factors that could materially affect the internal controls over financial reporting subsequent to the date of their evaluation in connection with the preparation of this Shareholder Report on Form N-CSR.
Item 12. Exhibits.
(a) (1) Code of Ethics
(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Templeton Dragon Fund, Inc.
By | /s/ Matthew T. Hinkle |
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Matthew T. Hinkle | ||||
Chief Executive Officer Finance and Administration | ||||
Date August 25, 2017 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By | /s/ Matthew T. Hinkle |
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Matthew T. Hinkle | ||||
Chief Executive Officer Finance and Administration | ||||
Date August 25, 2017 | ||||
By | /s/ Robert G. Kubilis |
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Robert G. Kubilis | ||||
Chief Financial Officer and Chief Accounting Officer | ||||
Date August 25, 2017 |