AGENCY:

Securities and Exchange Commission (“Commission” or “SEC”).

ACTION:

Notice.

Notice of application for an order (“Order”) under sections 6(b) and 6(e) of the Investment Company Act of 1940 (the “Act”) granting an exemption from all provisions of the Act, except sections 9, 17, 30, and 36 through 53, and the rules and regulations under the Act (the “Rules and Regulations”). With respect to sections 17(a), (d), (e), (f), (g), and (j) of the Act, sections 30(a), (b), (e), and (h) of the Act and the Rules and Regulations and rule 38a-1 under the Act, Applicant requests a limited exemption as set forth in the application.

Summary of Application:

Applicant requests an order to exempt certain limited partnerships, limited liability companies, corporations, business or statutory trusts or other entities (“Partnerships”) formed for the benefit of eligible employees of Franklin Resources, Inc. and its affiliates from certain provisions of the Act. Each Partnership, and each series thereof (to the extent such series is an issuer for purposes of the Act), will be an “employees' securities company” within the meaning of section 2(a)(13) of the Act.

Applicant:

Franklin Resources, Inc.

Filing Dates:

The application was filed on August 11, 2025, and amended on January 7, 2026, March 23, 2026, and June 3, 2026.

Hearing or Notification of Hearing:

An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing on any application by emailing the SEC's Secretary at Secretarys-Office@sec.gov and serving Applicant with a copy of the request by email, if an email address is listed for Applicant below, or personally or by mail, if a physical address is listed for Applicant below. The email should include the file number referenced above. Hearing requests should be received by the Commission by 5:30 p.m., Eastern time, on July 6, 2026, and should be accompanied by proof of service on Applicant, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer's interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by emailing the Commission's Secretary.

ADDRESSES:

The Commission: Secretarys-Office@sec.gov. Applicant: Lindsey H. Oshita, Franklin Resources, Inc., lindsey.oshita@franklintempleton.com; Ryan P. Brizek, Simpson Thacher & Bartlett LLP, ryan.brizek@stblaw.com and Debra E.W. Sutter, Simpson Thacher & Bartlett LLP, debra.sutter@stblaw.com.

FOR FURTHER INFORMATION CONTACT:

Erin Loomis Moore, Senior Counsel, or Matthew Cook, Branch Chief, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).