06/03/2026 | Press release | Distributed by Public on 06/03/2026 15:11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-23930
Franklin Lexington Private Markets Fund
(Exact name of registrant as specified in charter)
280 Park Avenue, 8th Floor, New York, NY 10017
(Address of principal executive offices) (Zip code)
Marc A. De Oliveira
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-888-777-0102
Date of fiscal year end: March 31
Date of reporting period: March 31, 2026
| ITEM 1. | REPORT TO STOCKHOLDERS |
(a) The Report to Shareholders is filed herewith
|
Management discussion of fund performance
|
1
|
|
Performance review
|
4
|
|
Fund at a glance
|
7
|
|
Fund performance
|
8
|
|
Consolidated schedule of investments
|
10
|
|
Consolidated statement of assets and liabilities
|
20
|
|
Consolidated statement of operations
|
21
|
|
Consolidated statements of changes in net assets
|
23
|
|
Consolidated statement of cash flows
|
24
|
|
Consolidated financial highlights
|
26
|
|
Notes to consolidated financial statements
|
34
|
|
Report of independent registered public accounting firm
|
56
|
|
Additional information
|
57
|
|
Other shareholder communications regarding accounting matters
|
63
|
|
Dividend reinvestment plan
|
64
|
|
Wilson Warren
|
Taylor T. Robinson
|
Clark Peterson
|
|
Partner and President
|
Partner
|
Partner
|
|
Omar Jabri
|
Peter Grape
|
Jane Trust, CFA
|
|
Managing Director
|
Partner
|
President and
Chief Executive Officer
|
|
Performance Snapshot as of March 31, 2026 (unaudited)
|
|
|
|
12 months
|
|
Franklin Lexington Private Markets Fund:
|
|
|
Class I
|
16.93
%1
|
|
Class D
|
16.75
%1
|
|
Class S
|
15.97
%1
|
|
Class M
|
16.42
%1
|
|
|
Class I
|
Class D
|
Class S
|
Class M
|
|
Total annual operating expenses before expenses reimbursed
|
4.79%
|
4.91%
|
5.64%
|
5.18%
|
|
Total annual operating expenses after reimbursing expenses
|
4.76%
|
4.88%
|
5.61%
|
5.15%
|
|
Average annual total returns
|
||||
|
Without sales charge1
|
Class I
|
Class D
|
Class S
|
Class M
|
|
Twelve Months Ended 3/31/26
|
16.93
%2
|
16.75
%2
|
15.97
%2
|
16.42
%2
|
|
Inception* through 3/31/26
|
20.50
2
|
20.29
2
|
19.49
2
|
20.00
2
|
|
Cumulative total returns
|
|
|
Without sales charge1
|
|
|
Class I (Commencement of operations of 12/20/24 through 3/31/26)
|
26.88
%
|
|
Class D (Commencement of operations of 12/20/24 through 3/31/26)
|
26.61
|
|
Class S (Commencement of operations of 12/20/24 through 3/31/26)
|
25.52
|
|
Class M (Commencement of operations of 12/20/24 through 3/31/26)
|
26.20
|
|
1
|
Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not
reflect the deduction of the upfront placement fees or brokerage commissions charged by certain financial
intermediaries.
|
|
2
|
Total return information is based on net asset values calculated for shareholder transactions. Certain adjustments
were made to the net assets of the Fund at March 31, 2025 and March 31, 2026, for financial reporting purposes.
Accordingly, adjusted total returns have been disclosed in the Financial Highlights and differ from those reported
here.
|
|
*
|
Commencement of operations for Class I, D, S and M shares is December 20, 2024.
|
|
|
|
Acquisition
Date
|
|
Fair Value
|
|
Investments-84.0%
|
||||
|
Secondary Investments - 74.6%(a)
|
||||
|
North America - 48.7%
|
||||
|
Accel Growth Fund IV L.P.
|
3/31/26
|
$2,669,420
*
|
||
|
Accel Growth Fund V, L.P.
|
3/31/26
|
3,104,350
*
|
||
|
Accel Leaders 4 L.P.
|
3/31/26
|
4,117,104
*
|
||
|
Accel VI, L.P.
|
6/30/25
|
300,512
*
|
||
|
Accel VI-S, L.P.
|
6/30/25
|
198,854
*
|
||
|
Accel XIII LP
|
3/31/26
|
4,619,156
*
|
||
|
Accel XIV LP
|
3/31/26
|
2,636,715
*
|
||
|
Advent Global Technology III-A SCSp
|
7/15/25
|
-
*,(b)
|
||
|
Advent International GPE IX Ltd.
Partnership
|
6/30/25
|
11,397,086
*
|
||
|
Advent International GPE XI-C SCSp
|
6/20/25
|
-
*,(b)
|
||
|
AEA Investors Fund VII L.P.
|
1/1/25
|
35,185,159
*
|
||
|
AKKR Isosceles CV L.P.
|
6/17/25
|
10,240,046
*
|
||
|
Apex 9 USD (Feeder) L.P.
|
10/1/25
|
3,893,874
*
|
||
|
Avenir Growth Partners II, L.P.
|
6/30/25
|
1,089,813
*
|
||
|
Avenir Growth Partners III, L.P.
|
6/30/25
|
1,533,928
*
|
||
|
Avenir Growth Partners IV, L.P.
|
6/30/25
|
4,417,537
*
|
||
|
Avenir Growth Partners V, L.P.
|
6/30/25
|
2,344,103
*
|
||
|
BAH Forefront, L.P.
|
1/28/25
|
65,492,631
*
|
||
|
Bain Capital Beacon Roll SPV XII, L.P.
|
3/27/25
|
697,509
*
|
||
|
Bain Capital Beacon Roll SPV XIII, L.P.
|
3/27/25
|
1,095,143
*
|
||
|
Bain Capital Fund XII, L.P.
|
12/31/24
|
44,396,480
*
|
||
|
Bain Capital Fund XIII, L.P.
|
12/31/24
|
34,600,426
*
|
||
|
Bain Capital Fund XIV, L.P.
|
1/17/25
|
(148,122
) *,(b)
|
||
|
Bain Capital Venture Coinvestment
Fund II, L.P.
|
6/30/25
|
1,695,931
*
|
||
|
Bain Capital Venture Coinvestment
Fund, L.P.
|
6/30/25
|
1,427,733
*
|
||
|
Bain Capital Venture Fund 2005, L.P.
|
6/30/25
|
46,199
*
|
||
|
Bain Capital Venture Fund 2007, L.P.
|
6/30/25
|
699,203
*
|
||
|
Bain Capital Venture Fund 2009, L.P.
|
6/30/25
|
98,947
*
|
||
|
Bain Capital Venture Fund 2012, L.P.
|
6/30/25
|
3,830,492
*
|
||
|
Bain Capital Venture Fund 2014, L.P.
|
6/30/25
|
1,922,025
*
|
||
|
Bain Capital Venture Fund 2016, L.P.
|
6/30/25
|
5,775,274
*
|
||
|
Bain Capital Venture Fund 2019, L.P.
|
6/30/25
|
2,952,604
*
|
||
|
Bain Capital Venture Fund 2021, L.P.
|
6/30/25
|
1,177,513
*
|
||
|
Bain Capital Venture Fund XI, L.P.
|
3/31/26
|
-
*,(b)
|
|
|
|
Acquisition
Date
|
|
Fair Value
|
|
Secondary Investments - continued
|
||||
|
Bain Capital VII Coinvestment Fund,
L.P.
|
6/30/25
|
$58,776
*
|
||
|
Blackstone Capital Partners VI L.P.
|
12/31/25
|
1,051,103
*
|
||
|
Brookfield Capital Partners IV L.P.
|
9/30/25
|
2,433,455
*
|
||
|
Carlyle U.S. Equity Opportunity Fund II,
L.P.
|
12/31/25
|
2,975,264
*
|
||
|
Catalyst Investors V L.P.
|
12/31/24
|
9,233,479
*
|
||
|
Catterton Partners VII Special Purpose
L.P.
|
12/31/24
|
5,139,363
*
|
||
|
CF24XB SCSp
|
3/17/25
|
33,422,529
*
|
||
|
Charles River Partnership XIII, L.P.
|
9/30/25
|
198,991
*
|
||
|
Charles River Partnership XIV, L.P.
|
9/30/25
|
64,944
*
|
||
|
Charles River Partnership XV, L.P.
|
9/30/25
|
1,978,744
*
|
||
|
Charles River Partnership XVI, L.P.
|
9/30/25
|
10,698,618
*
|
||
|
Charlesbank Equity Fund VIII, Limited
Partnership
|
6/30/25
|
8,579,686
*
|
||
|
CRV Select Fund I, L.P.
|
9/30/25
|
667,202
*
|
||
|
CRV Select Fund II, L.P.
|
9/30/25
|
267,903
*
|
||
|
CRV XIX, L.P.
|
9/30/25
|
1,438,738
*
|
||
|
CRV XVII, L.P.
|
9/30/25
|
3,114,259
*
|
||
|
CRV XVIII, L.P.
|
9/30/25
|
1,189,302
*
|
||
|
Factorial Frontier, L.P.
|
12/10/25
|
31,134,922
*
|
||
|
Factorial Funds II, L.P.
|
12/10/25
|
1,774,756
*,(c)
|
||
|
FS Equity Partners CV1, L.P.
|
4/3/25
|
40,636,822
*
|
||
|
FS Equity Partners IX, L.P.
|
5/16/25
|
379,491
*
|
||
|
GA Continuity Fund II, L.P.
|
3/7/25
|
42,038,666
*
|
||
|
GC Creation Fund III, L.P.
|
2/9/26
|
352,205
*,(c)
|
||
|
General Catalyst Group IX, L.P.
|
12/31/25
|
16,246,899
*
|
||
|
General Catalyst Group X - Endurance,
L.P.
|
12/31/25
|
2,756,471
*
|
||
|
General Catalyst Group X - Growth
Venture, L.P.
|
12/31/25
|
2,944,572
*
|
||
|
General Catalyst Group XI - Endurance,
L.P.
|
12/31/25
|
5,862,341
*
|
||
|
General Catalyst Group XI - Creation,
L.P.
|
12/31/25
|
4,846,153
*
|
||
|
General Catalyst Group XI - Feeder, L.P.
|
12/31/25
|
3,915,032
*
|
||
|
General Catalyst Group XI - Ignition,
L.P.
|
12/31/25
|
5,151,507
*
|
|
|
|
Acquisition
Date
|
|
Fair Value
|
|
Secondary Investments - continued
|
||||
|
General Catalyst Group XII - Creation,
L.P.
|
12/31/25
|
$5,661,157
*
|
||
|
General Catalyst Group XII -
Endurance, L.P.
|
12/31/25
|
2,746,938
*
|
||
|
General Catalyst Group XII - Health
Assurance, L.P.
|
12/31/25
|
869,821
*
|
||
|
General Catalyst Group XII - Ignition,
L.P.
|
12/31/25
|
4,653,700
*
|
||
|
GI Zeus Holdings LP
|
8/12/25
|
5,726,007
*
|
||
|
Green Equity Investors CF IV-C, L.P.
|
3/31/25
|
8,761,608
*
|
||
|
Green Equity Investors Side VII, L.P.
|
9/30/25
|
6,885,967
*
|
||
|
Green Equity Investors Side X, L.P.
|
12/19/25
|
-
*,(b)
|
||
|
Green Equity Investors VIII, L.P.
|
12/31/25
|
2,269,144
*
|
||
|
Gryphon VI-A Top-Up Co-Investment
Partners, L.P.
|
3/31/25
|
13,287,027
*
|
||
|
GTCR Capital Solutions Feeder B L.P.
|
6/30/25
|
(44,090
) *,(b)
|
||
|
GTCR Fund XIII L.P.
|
6/30/25
|
7,591,719
*
|
||
|
Hellman & Friedman Capital Partners IX
(Parallel), L.P.
|
9/30/25
|
12,864,979
*
|
||
|
Hellman & Friedman Capital Partners X,
L.P.
|
12/31/25
|
4,290,727
*
|
||
|
Hildred Capital ACP-A, LP
|
8/12/25
|
30,875,036
*
|
||
|
Hildred Capital Co-Invest-REBA, LP
|
9/8/25
|
6,314,944
*
|
||
|
Insight Partners XII, L.P.
|
6/30/25
|
7,406,998
*
|
||
|
Kedge Capital Principal Opportunities
VI ILP
|
12/30/25
|
3,990,028
*,(c)
|
||
|
Kedge Capital Private Equity XI ILP
|
12/30/25
|
1,483,177
*,(c)
|
||
|
Khosla Ventures III, L.P.
|
12/31/25
|
234,134
*
|
||
|
Khosla Ventures Seed, L.P.
|
12/31/25
|
1,830,015
*
|
||
|
Maverix Growth Equity Parallel Fund I,
LP
|
9/30/25
|
4,562,692
*
|
||
|
Mayfield Select
|
6/30/25
|
155,031
*
|
||
|
Mayfield Select II
|
6/30/25
|
675,054
*
|
||
|
Mayfield Select III
|
6/30/25
|
190,830
*
|
||
|
Mayfield XIV
|
6/30/25
|
2,106,678
*
|
||
|
Mayfield XV
|
6/30/25
|
3,618,419
*
|
||
|
Mayfield XVI
|
6/30/25
|
3,586,381
*
|
||
|
Mayfield XVII
|
6/30/25
|
479,729
*
|
||
|
Meritech Capital Partners IV L.P.
|
6/30/25
|
21,338
*
|
||
|
Meritech Capital Partners V L.P.
|
6/30/25
|
1,556,524
*
|
|
|
|
Acquisition
Date
|
|
Fair Value
|
|
Secondary Investments - continued
|
||||
|
Meritech Capital Partners V Sidecar L.P.
|
6/30/25
|
$202,252
*
|
||
|
Meritech Capital Partners VI L.P.
|
6/30/25
|
3,042,289
*
|
||
|
Meritech Capital Partners VII, L.P.
|
6/30/25
|
3,571,217
*
|
||
|
Meritech Capital Partners VIII L.P.
|
6/30/25
|
1,280,716
*
|
||
|
Meritech Capital Sidecar III L.P.
|
6/30/25
|
80,262
*
|
||
|
Meritech Franchise Fund, L.P.
|
6/30/25
|
1,416,485
*
|
||
|
New Mountain SRC Continuation Fund,
L.P.
|
4/7/25
|
18,609,345
*
|
||
|
Offshore Crosslink Ventures VI Unit
Trust
|
2/28/25
|
669,541
*
|
||
|
OIP Lightning, L.P.
|
11/24/25
|
17,400,000
*,(c)
|
||
|
Parthenon Kairos, L.P.
|
3/3/26
|
9,600,000
*,(c)
|
||
|
Performance Direct Investments V, L.P.
|
4/24/25
|
1,735,094
*
|
||
|
Performance Venture Capital
Reinvestment Fund, L.P.
|
3/11/25
|
12,504,021
*
|
||
|
Performance Venture Capital VI, L.P.
|
4/28/25
|
804,453
*
|
||
|
Point 406 Ventures 2016 Opportunities
Fund, L.P.
|
6/30/25
|
419,126
*
|
||
|
Point 406 Ventures I, L.P.
|
6/30/25
|
229,319
*
|
||
|
Point 406 Ventures II, L.P.
|
6/30/25
|
1,907,691
*
|
||
|
Point 406 Ventures III, L.P.
|
6/30/25
|
4,147,581
*
|
||
|
Point 406 Ventures IV, L.P.
|
6/30/25
|
1,426,432
*
|
||
|
Point 406 Ventures Opportunities Fund
II, L.P.
|
6/30/25
|
565,481
*
|
||
|
Point 406 Ventures Opportunities Fund
III, L.P.
|
6/30/25
|
73,881
*
|
||
|
Point 406 Ventures V, L.P.
|
6/30/25
|
166,483
*
|
||
|
Polaris Growth Fund I, L.P.
|
6/30/25
|
1,170,055
*
|
||
|
Polaris Growth Fund II, L.P.
|
6/30/25
|
1,117,837
*
|
||
|
Polaris Growth Fund III, L.P.
|
10/31/25
|
-
*,(b)
|
||
|
Polaris Partners IX, L.P.
|
6/30/25
|
1,198,155
*
|
||
|
Polaris Partners VII, L.P.
|
6/30/25
|
2,535,739
*
|
||
|
Polaris Partners VIII, L.P.
|
6/30/25
|
2,419,778
*
|
||
|
Polaris Venture Partners V, L.P.
|
6/30/25
|
436,333
*
|
||
|
Polaris Venture Partners VI, L.P.
|
6/30/25
|
1,271,790
*
|
||
|
RB Equity Fund III-A, L.P.
|
7/3/25
|
5,444,901
*
|
||
|
Roark Capital Partners VI (T) L.P.
|
6/30/25
|
25,126,544
*
|
||
|
Roark Capital Partners VII (TE) L.P.
|
6/30/25
|
-
*,(b)
|
||
|
Sageview Capital Partners II (Offshore),
L.P.
|
1/1/25
|
10,880,608
*
|
|
|
|
Acquisition
Date
|
|
Fair Value
|
|
Secondary Investments - continued
|
||||
|
Sageview III (B), L.P.
|
1/1/25
|
$9,020,413
*
|
||
|
Spark Capital Growth Fund IV, L.P.
|
6/30/25
|
1,728,033
*
|
||
|
Spark Capital Growth Fund V, L.P.
|
6/30/25
|
687,431
*
|
||
|
Spark Capital VII, L.P.
|
6/30/25
|
482,555
*
|
||
|
Spark Capital VIII, L.P.
|
6/30/25
|
200,493
*
|
||
|
Stone Point CV, L.P.
|
10/13/25
|
8,621,611
*
|
||
|
Sycamore Partners III, L.P.
|
7/1/25
|
22,515,773
*
|
||
|
TA XIV-A L.P.
|
6/30/25
|
13,166,461
*
|
||
|
The Resolute Fund V, L.P.
|
12/31/24
|
66,416,702
*
|
||
|
TPG Atlas Partners, L.P.
|
6/23/25
|
10,878,894
*
|
||
|
Trinity Ventures 2024, L.P.
|
12/20/24
|
17,183,861
*
|
||
|
Versant Venture Capital II, L.P.
|
6/30/25
|
56,431
*
|
||
|
Vista Equity Partners Hubble, L.P.
|
2/13/25
|
62,036,231
*
|
||
|
Wind Point Partners VIII-B, L.P.
|
12/31/24
|
6,905,049
*
|
||
|
Yucaipa American Alliance Fund II, L.P.
|
1/1/26
|
1,570,087
*
|
||
|
Yucaipa Corporate Initiatives Fund I,
L.P.
|
1/1/26
|
52,809
*
|
||
|
Total North America
|
991,687,793
|
|||
|
UK/Europe - 21.4%
|
||||
|
Accel London VI LP
|
3/31/26
|
5,573,121
*
|
||
|
Advent International GPE VIII-A Ltd.
Partnership
|
9/30/25
|
6,256,786
*
|
||
|
Apse Capital II, L.P.
|
12/24/24
|
31,069,854
*
|
||
|
AVS I (Feeder), L.P.
|
10/31/25
|
2,087
*,(b)
|
||
|
Bain Capital Europe Fund V, SCSp
|
12/31/24
|
46,512,709
*
|
||
|
Bain Capital Europe Fund VI, SCSp
|
12/31/24
|
9,640,402
*
|
||
|
CVC Capital Partners VIII (A) L.P.
|
1/1/26
|
4,814,275
*
|
||
|
eEquity IV AB
|
12/31/24
|
3,591,149
*
|
||
|
H.I.G. Europe Middle Market LBO Fund
II (Cayman), L.P.
|
1/9/26
|
13,871
*,(c)
|
||
|
H.I.G. Europe Middle Market LBO Fund,
L.P.
|
1/1/26
|
3,191,458
*
|
||
|
Hg Genesis 11 A L.P.
|
1/1/26
|
-
*,(b)
|
||
|
Hg Mercury 5 A L.P.
|
1/1/26
|
-
*,(b)
|
||
|
Hg Saturn 2 A L.P.
|
1/1/25
|
23,985,092
*
|
||
|
Hg Saturn 2 B L.P.
|
10/1/25
|
7,215,979
*
|
||
|
Hg Saturn 3 A L.P.
|
1/1/25
|
13,833,340
*
|
||
|
Inflexion Continuation Fund I (No. 1)
Limited Partnership
|
5/13/25
|
16,156,633
*
|
||
|
|
|
Acquisition
Date
|
|
Fair Value
|
|
Secondary Investments - continued
|
||||
|
Investcorp Technology Partners IV-A
L.P.
|
12/31/24
|
$8,376,621
*
|
||
|
L Catterton Europe IV SLP
|
12/31/24
|
6,208,376
*
|
||
|
L Catterton Europe V SLP
|
1/31/25
|
8,593,324
*
|
||
|
Lakestar CF I L.P.
|
6/30/25
|
20,205,592
*
|
||
|
MCP Continuation Fund I Cooperatief
U.A.
|
5/20/25
|
19,797,933
*
|
||
|
MML Dorchester SCSp
|
12/5/25
|
2,059,498
*,(c)
|
||
|
Njord SCSp
|
3/5/25
|
4,194,016
*
|
||
|
Norvestor SPV III SCSp
|
7/11/25
|
12,297,784
*
|
||
|
PAI Strategic Partnerships II SCSp
|
9/12/25
|
8,191,477
*
|
||
|
PCP Fund III B, LP
|
12/17/25
|
-
*,(b)
|
||
|
Portobello Capital Fondo V, FCR
|
8/12/25
|
35,161
*,(c)
|
||
|
Portobello Serveo Continuation Vehicle
SCA, SICAV-RAIF
|
4/24/25
|
2,162,900
*
|
||
|
Preservation Capital Partners Fund I
LP
|
9/30/25
|
8,866,872
*
|
||
|
Preservation Capital Partners Fund
II LP
|
9/30/25
|
5,254,518
*
|
||
|
PSC IV, L.P.
|
12/31/24
|
73,422,140
*
|
||
|
PSC V (B), SCSp
|
1/17/25
|
9,750,453
*
|
||
|
Rhone Offshore Partners V L.P.
|
4/4/25
|
4,377,577
*
|
||
|
Rhone Offshore Partners VI L.P.
|
4/4/25
|
9,422,796
*
|
||
|
Rivean Capital SCA SiCAV-RAIF --
Rivean Capital Fund VII Feeder
|
12/23/24
|
3,098,608
*
|
||
|
Rivean Special Opportunity Fund II
Cooperatief U.A.
|
12/23/24
|
30,782,396
*
|
||
|
S.L. 12 Sarl
|
12/31/24
|
4,560,622
*
|
||
|
VIP III Feeder L.P.
|
6/30/25
|
15,402,122
*
|
||
|
VVI I S.C.Sp.
|
3/21/25
|
7,524,818
*
|
||
|
Total UK/Europe
|
436,442,360
|
|||
|
Asia-Pacific - 2.8%
|
||||
|
Accel India VI L.P.
|
3/31/26
|
1,604,988
*
|
||
|
Accel India VII L.P.
|
3/31/26
|
1,458,357
*
|
||
|
C-Bridge Healthcare Fund V, L.P.
|
1/1/25
|
10,195,786
*
|
||
|
CDH Fund V, L.P.
|
12/31/25
|
(73,213
) *
|
||
|
CDH V CV Fund, L.P.
|
12/31/25
|
1,547,220
*
|
||
|
CVC Capital Partners Globetrotter
SCSp
|
11/10/25
|
2,327,562
*
|
||
|
Mater Co-Invest L.P.
|
9/30/25
|
1,657,813
*
|
||
|
|
|
Acquisition
Date
|
|
Fair Value
|
|
Secondary Investments - continued
|
||||
|
SAIF Partners IV L.P.
|
12/31/25
|
$3,682,354
*
|
||
|
Turkish Private Equity Fund III L.P.
|
9/30/25
|
1,038,998
*
|
||
|
VIG Private Equity Fund IV-4
|
12/31/24
|
31,871,848
*
|
||
|
VIG Private Equity Fund V-4
|
2/28/25
|
1,766,727
*
|
||
|
Total Asia-Pacific
|
57,078,440
|
|||
|
Latin America - 1.7%
|
||||
|
Advent Latin American Private Equity
Fund IV-G L.P.
|
9/30/25
|
343,214
*
|
||
|
Advent Latin American Private Equity
Fund V-E L.P.
|
9/30/25
|
1,001,926
*
|
||
|
Advent Latin American Private Equity
Fund VI-G Ltd. Partnership
|
9/30/25
|
4,005,610
*
|
||
|
Advent Latin American Private Equity
Fund VII-B SCSp
|
9/30/25
|
3,613,419
*
|
||
|
Advent Latin American Private Equity
Fund VIII-B SCSp
|
11/28/25
|
-
*,(b)
|
||
|
L Catterton Latin America III L.P.
|
12/31/24
|
11,372,277
*
|
||
|
L Catterton Latin America IV, L.P.
|
2/28/25
|
606,645
*
|
||
|
LCLA3 Brazil Holdings L.P.
|
12/31/24
|
12,385,716
*
|
||
|
Total Latin America
|
33,328,807
|
|||
|
|
||||
|
Total Secondary Investments
|
1,518,537,400
|
|||
|
|
||||
|
Co-Investments - 9.4%(a)
|
||||
|
North America - 8.2%
|
||||
|
Ares EPW Co-Invest (Parallel) LP
|
11/21/25
|
4,991,001
*
|
||
|
BC Partners Gaia Co-Investment LP
|
9/12/25
|
4,013,410
*
|
||
|
Blackstone Boardwalk Co-Invest L.P.
|
2/10/25
|
8,456,532
*
|
||
|
Castle Creek Capital Partners VIII
Co-Investment Fund C, L.P.
|
12/27/24
|
34,664,786
*
|
||
|
CB ML Co-Invest, L.P.
|
10/22/25
|
3,423,526
*
|
||
|
Cogentrix Co-Investment Fund-D, L.P.
|
1/17/25
|
32,522,191
*
|
||
|
CWC Fund I (MFA) L.P.
|
8/15/25
|
2,518,534
*
|
||
|
EXPG Holdings, L.P.
|
12/10/25
|
4,125,000
*,(c)
|
||
|
General Atlantic (BTS) Coinvest, L.P.
|
3/9/26
|
2,625,000
*,(c)
|
||
|
Grain Optimus Co-Invest-B, L.P.
|
4/11/25
|
-
*,(b)
|
||
|
Greenbriar Coinvestment AIT, L.P.
|
3/20/26
|
-
*,(b)
|
||
|
GT Silver Co-Invest SCSp
|
3/27/26
|
-
*,(b)
|
||
|
Hometown Food Holdings, LLC
|
3/31/25
|
2,450,421
*
|
||
|
Industrial F&B Collective S.C.A.
|
2/10/26
|
5,000,000
*,(c)
|
||
|
|
|
Acquisition
Date
|
|
Fair Value
|
|
Co-Investments - continued
|
||||
|
KCF Co-Invest, LLC
|
2/5/25
|
$4,874,999
*,(c)
|
||
|
KPCI Co-Invest 2, L.P.
|
9/30/25
|
9,299,817
*
|
||
|
NM Brilliance Aggregator, L.P.
|
5/8/25
|
6,382,589
*
|
||
|
OHCP VI GG COI (Offshore), L.P.
|
3/6/26
|
3,000,000
*,(c)
|
||
|
Onward Co-Invest L.P.
|
2/20/26
|
2,625,000
*,(c)
|
||
|
Project Dawn Co-Invest Fund, L.P.
|
11/24/25
|
7,990,604
*
|
||
|
Project Jupiter Co-Invest Fund, L.P.
|
10/7/25
|
4,001,944
*
|
||
|
Providence Equity Partners IX-C L.P.
|
7/31/25
|
10,232,425
*
|
||
|
TPG Growth VI Iron CI, LP
|
10/15/25
|
5,000,000
*,(c)
|
||
|
T-X Ultra Co-Invest L.P.
|
6/17/25
|
2,122,017
*
|
||
|
VEPF VIII Co-Invest 6-A GP, L.P.
|
2/27/25
|
5,612,488
*
|
||
|
Total North America
|
165,932,284
|
|||
|
UK/Europe - 1.2%
|
||||
|
CapVest Strategic Opportunities 11
SCSp
|
8/29/25
|
7,875,514
*,(c)
|
||
|
Cronus Aggregator Ltd.
|
10/15/25
|
5,023,420
*,(c)
|
||
|
MDCP Co-Investors (Jade I), L.P.
|
4/29/25
|
6,701,161
*
|
||
|
Neptune Co-Invest Aggregator, SCSp
|
2/14/25
|
5,777,710
*
|
||
|
Total UK/Europe
|
25,377,805
|
|||
|
|
||||
|
Total Co-Investments
|
191,310,089
|
|||
|
|
Rate
|
Maturity Date
|
Face Amount
|
Value
|
|
Convertible Bonds & Notes -0.0%††,(d)
|
||||
|
S.L. 12 Sarl
|
13.000%
|
11/27/26
|
$153,494
|
177,416
(c)
|
|
|
|
|
|
|
|
Short -Term Investments-16.1%
|
||||
|
Time Deposits - 10.2%(d)
|
||||
|
Australia & New Zealand Banking
Group Ltd.
|
3.650%
|
4/1/26
|
$55,000,000
|
55,000,000
|
|
Bank of Montreal
|
3.620%
|
4/1/26
|
55,000,000
|
55,000,000
|
|
National Bank of Canada
|
3.580%
|
4/1/26
|
55,000,000
|
55,000,000
|
|
Royal Bank of Canada
|
3.580%
|
4/1/26
|
43,000,000
|
43,000,000
|
|
Total Time Deposits
|
208,000,000
|
|||
|
|
Rate
|
|
Shares
|
|
|
Money Market Funds - 5.9%(d)
|
||||
|
Dreyfus Government Cash
Management
|
3.536%
|
121,014,357
|
121,014,357
(e)
|
|
|
Total Short-Term Investments
|
329,014,357
|
|||
|
|
Rate
|
|
Shares
|
Value
|
|
Total Investments - 100.1%
|
2,039,039,262
|
|||
|
Liabilities in Excess of Other Assets - (0.1)%
|
(2,839,364
)
|
|||
|
Total Net Assets - 100.0%
|
$2,036,199,898
|
|||
|
††
|
Represents less than 0.1%.
|
|
*
|
Non-income producing security.
|
|
(a)
|
Investments have no redemption provisions, are issued in private placement transactions and are restricted to
resale. Each investment may have been purchased on various dates and for different amounts. The date of the first
purchase is reflected under acquisition date as shown in the Consolidated Schedule of Investments. Total fair value
of restricted investments as of March 31, 2026, was $1,709,847,489, or 84.0% of net assets. As of March 31,
2026, the aggregate cost of each investment restricted to resale was $2,718,894, $3,221,502, $4,814,642,
$291,000, $199,000, $6,998,026, $4,063,272, -, $8,879,382, -, $28,550,649, $9,922,695, $3,067,174, $795,545,
$1,278,369, $3,657,209, $2,662,766, $40,975,393, $1,274,402, $1,234,440, $32,126,342, $36,267,487, -,
$355,742, $348,919, $18,429, $208,862, $30,280, $1,062,691, $420,348, $1,638,932, $769,821, $537,513, -,
$36,441, $975,154, $2,816,862, $2,866,993, $6,964,601, $3,903,835, $30,000,000, $318,223, $58,819,
$2,333,069, $11,808,871, $7,160,869, $449,667, $251,443, $1,210,172, $3,574,634, $1,283,642, $9,927,422,
$1,878,869, $32,916,513, $475,068, $31,910,139, $352,205, $6,575,349, $515,576, $1,300,811, $2,244,752,
$1,841,064, $1,442,315, $1,834,080, $2,194,477, $1,010,560, $543,849, $2,182,207, $4,153,678, $8,464,150,
$4,132,357, -, $1,812,848, $8,885,270, -, $6,407,361, $10,653,425, $3,681,581, $21,750,000, $4,621,211,
$6,402,836, $4,170,907, $1,546,088, $145,077, $1,204,163, $4,500,904, $61,430, $255,549, $196,576, $860,020,
$1,090,372, $1,167,170, $356,294, $168,369, $1,239,098, $45,816, $3,680,567, $4,085,095, $2,162,336,
$388,545, $1,624,824, $14,887,476, $1,076,872, $17,507,750, $9,704,842, $1,481,610, $8,284,943, $688,431,
$185,519, $92,145, $638,872, $1,092,126, $461,954, $201,490, $100,131, $130,846, $390,103, $565,647, -,
$479,154, $921,450, $1,068,882, $6,497, $122,783, $3,710,233, $20,086,137, -, $7,505,967, $6,431,169,
$671,635, $647,472, $273,328, $295,171, $7,622,557, $18,551,549, $11,795,076, $58,177,356, $9,375,000,
$18,518,206, $59,710, $35,999,292, $13,123,954, $810,321, $10,187, $8,133,501, $5,424,114, $20,818,703, -,
$36,128,545, $6,875,020, $4,057,751, $2,708,394, $17,095, $2,363,484, -, -, $27,285,910, $6,724,320,
$12,198,500, $13,989,519, $5,374,398, $7,048,930, $6,952,722, $12,210,789, $17,725,025, $2,094,422,
$228,141, $10,081,672, $8,483,856, -, $52,491, $1,570,295, $7,061,770, $6,299,767, $47,818,629, $7,671,962,
$2,625,473, $7,998,720, $3,165,862, $24,093,047, $5,195,014, $15,450,471, $5,688,383, $1,939,476, $1,831,760,
$6,435,642, -, $1,173,702, $1,970,206, $647,129, $203,799, $304,124, $34,426,685, $2,041,293, $257,270,
$603,420, $3,237,926, $2,881,146, -, $7,509,830, $873,861, $12,366,859, $5,012,547, $3,197,269, $5,885,264,
$15,368,526, $3,387,799, $17,859,111, $2,464,860, $3,750,000, $2,629,935, -, -, -, $2,450,297, $5,000,000,
$2,954,545, $9,285,714, $4,330,411, $3,000,000, $2,631,771, $8,010,222, $4,011,983, $10,289,377, $5,000,000,
$1,883,750, $5,068,289, $7,880,574, $5,000,000, $5,501,463, $5,463,710, respectively, totaling $1,334,854,277.
|
|
(b)
|
Investment has been committed to but has not been funded (Note 1).
|
|
(c)
|
Investment is valued using significant unobservable inputs (Note 1).
|
|
(d)
|
The total cost of Investments in Convertible Bonds & Notes and Short-Term Investments as of March 31, 2026 was
$329,188,442.
|
|
(e)
|
Rate shown is one-day yield as of the end of the reporting period.
|
|
Abbreviation(s) used in this schedule:
|
||
|
USD
|
-
|
United States Dollar
|
|
Currency
Purchased
|
Currency
Sold
|
Counterparty
|
Settlement
Date
|
Unrealized
Appreciation
|
||
|
USD
|
2,927,550
|
CAD
|
4,000,000
|
HSBC Securities Inc.
|
4/9/26
|
$50,973
|
|
USD
|
231,992,000
|
EUR
|
200,000,000
|
HSBC Securities Inc.
|
4/9/26
|
722,557
|
|
USD
|
123,793,137
|
GBP
|
93,000,000
|
HSBC Securities Inc.
|
4/9/26
|
700,634
|
|
USD
|
3,554,694
|
SEK
|
33,000,000
|
HSBC Securities Inc.
|
4/9/26
|
67,092
|
|
Net unrealized appreciation on open forward foreign currency contracts
|
$1,541,256
|
|||||
|
Abbreviation(s) used in this table:
|
||
|
CAD
|
-
|
Canadian Dollar
|
|
EUR
|
-
|
Euro
|
|
GBP
|
-
|
British Pound
|
|
SEK
|
-
|
Swedish Krona
|
|
USD
|
-
|
United States Dollar
|
|
Assets:
|
|
|
Unaffiliated investments, at value (Cost - $1,664,042,719)
|
$2,039,039,262
|
|
Foreign currency, at value (Cost - $2,147,932)
|
2,159,414
|
|
Cash
|
42,908
|
|
Receivable for investment transactions
|
10,039,732
|
|
Unrealized appreciation on forward foreign currency contracts
|
1,541,256
|
|
Deferred loan financing costs (Note 5)
|
1,278,960
|
|
Interest receivable
|
241,206
|
|
Prepaid expenses
|
125,726
|
|
Total Assets
|
2,054,468,464
|
|
Liabilities:
|
|
|
Incentive fee payable (Note 2)
|
6,623,213
|
|
Investment management fee payable
|
5,670,106
|
|
Service and/or distribution fees payable
|
2,196,615
|
|
Deferred tax liability
|
1,328,746
|
|
Legal fees payable
|
1,045,416
|
|
Trustees' fees payable
|
114
|
|
Accrued expenses
|
1,404,356
|
|
Total Liabilities
|
18,268,566
|
|
Total Net Assets
|
$2,036,199,898
|
|
Net Assets:
|
|
|
Paid-in capital in excess of par value
|
$1,671,473,906
|
|
Total distributable earnings (loss), net of income taxes
|
364,725,992
|
|
Total Net Assets
|
$2,036,199,898
|
|
Net Assets:
|
|
|
Class I
|
$606,321,367
|
|
Class D
|
$68,745,029
|
|
Class S
|
$678,488,334
|
|
Class M
|
$682,645,168
|
|
Shares Outstanding:
|
|
|
Class I
|
18,822,093
|
|
Class D
|
2,138,773
|
|
Class S
|
21,287,122
|
|
Class M
|
21,306,277
|
|
Net Asset Value:
|
|
|
Class I
|
$32.21
|
|
Class D
|
$32.14
|
|
Class S
|
$31.87
|
|
Class M
|
$32.04
|
|
Investment Income:
|
|
|
Distributions from unaffiliated investments
|
$12,201,928
|
|
Dividends from affiliated investments
|
9,140,459
|
|
Interest
|
13,435,785
|
|
Less: Foreign taxes withheld
|
(1,063,621
)
|
|
Total Investment Income
|
33,714,551
|
|
Expenses:
|
|
|
Investment management fee (Note 2)
|
20,899,750
|
|
Incentive fee (Note 2)
|
36,682,925
|
|
Service and/or distribution fees (Notes 2 and 6)
|
7,726,742
|
|
Legal fees
|
5,541,773
|
|
Offering costs (Note 1)
|
1,381,940
|
|
Commitment fees (Note 5)
|
1,289,166
|
|
Transfer agent fees
|
1,256,598
|
|
Investment interest expense
|
972,028
|
|
Fees recaptured by investment manager (Note 2)
|
962,049
|
|
Amortization of deferred financing costs
|
640,784
|
|
Trustees' fees
|
433,446
|
|
Fund accounting fees
|
422,422
|
|
Audit and tax fees
|
388,551
|
|
Registration fees
|
136,485
|
|
Shareholder reports
|
23,712
|
|
Custody fees
|
7,669
|
|
Insurance
|
5,402
|
|
Miscellaneous expenses
|
434,337
|
|
Total Expenses
|
79,205,779
|
|
Less: Fee waivers and/or expense reimbursements (Notes 2 and 6)
|
(9,999,832
)
|
|
Net Expenses
|
69,205,947
|
|
Net Investment Loss
|
(35,491,396
)
|
|
Realized and Unrealized Gain (Loss) on Investments, Affiliated Underlying Funds, Capital Gain
Distributions From Unaffiliated Investments, Forward Foreign Currency Contracts and Foreign Currency
Transactions (Notes 1, 3 and 4):
|
|
|
Net Realized Gain (Loss) From:
|
|
|
Sale of affiliated Underlying Funds
|
(4,896,008
)
|
|
Unaffiliated investments
|
456,156
|
|
Capital gain distributions from unaffiliated investments
|
43,705,111
|
|
Forward foreign currency contracts
|
(2,592,260
)
|
|
Foreign currency transactions
|
294,866
|
|
Net Realized Gain
|
36,967,865
|
|
Change in Net Unrealized Appreciation (Depreciation) From:
|
|
|
Unaffiliated investments
|
267,039,384
|
|
Affiliated investments
|
1,002,660
|
|
Forward foreign currency contracts
|
1,374,157
|
|
Foreign currencies
|
11,238
|
|
Deferred tax expense (Note 11)
|
(1,328,746
)
|
|
Change in Net Unrealized Appreciation (Depreciation) , net of income taxes
|
268,098,693
|
|
Net Gain on Investments, Affiliated Underlying Funds, Capital Gain Distributions From
Unaffiliated Investments, Forward Foreign Currency Contracts and Foreign Currency
Transactions
|
305,066,558
|
|
Increase in Net Assets From Operations
|
$269,575,162
|
|
For the Years Ended March 31,
|
2026
|
2025†
|
|
Operations:
|
||
|
Net investment loss
|
$(35,491,396
)
|
$(6,842,522
)
|
|
Net realized gain (loss)
|
36,967,865
|
(5,529,899
)
|
|
Change in net unrealized appreciation (depreciation) , net of income
taxes
|
268,098,693
|
107,121,677
|
|
Increase in Net Assets From Operations
|
269,575,162
|
94,749,256
|
|
Distributions to Shareholders From (Notes 1 and 7) :
|
||
|
Total distributable earnings
|
(4,700,475
)
|
-
|
|
Decrease in Net Assets From Distributions to Shareholders
|
(4,700,475
)
|
-
|
|
Fund Share Transactions (Note 8):
|
||
|
Net proceeds from sale of shares
|
555,634,204
|
1,127,408,213
|
|
Reinvestment of distributions
|
3,825,282
|
-
|
|
Cost of shares repurchased through tender offer (Note 9)
|
(10,341,717
)
|
-
|
|
Redemption fees (Note 1(j))
|
49,973
|
-
|
|
Increase in Net Assets From Fund Share Transactions
|
549,167,742
|
1,127,408,213
|
|
Increase in Net Assets
|
814,042,429
|
1,222,157,469
|
|
Net Assets:
|
||
|
Beginning of year
|
1,222,157,469
|
-
|
|
End of year
|
$2,036,199,898
|
$1,222,157,469
|
|
†
|
For the period December 20, 2024 (commencement of operations) to March 31, 2025.
|
|
Increase (Decrease) in Cash:
|
|
|
Cash Flows from Operating Activities:
|
|
|
Net increase in net assets resulting from operations
|
$269,575,162
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash
provided (used) by operating activities:
|
|
|
Purchases of portfolio investments
|
(713,309,692
)
|
|
Sales of portfolio investments
|
171,926,219
|
|
Net purchases, sales and maturities of short-term investments
|
48,226,064
|
|
Net amortization of premium (accretion of discount)
|
(1,938,740
)
|
|
Increase in receivable for investment transactions
|
(10,039,732
)
|
|
Increase in interest receivable
|
(11,005
)
|
|
Increase in prepaid expenses
|
(58,602
)
|
|
Decrease in receivable from investment manager
|
428,175
|
|
Decrease in deferred offering costs
|
1,166,041
|
|
Decrease in miscellaneous assets
|
557,052
|
|
Decrease in payable for offering costs
|
(1,061,014
)
|
|
Decrease in payable for organization costs
|
(873,500
)
|
|
Decrease in deferred loan financing costs
|
455,049
|
|
Decrease in payable for securities purchased
|
(49,979,195
)
|
|
Increase in investment management fee payable
|
5,670,106
|
|
Increase in incentive fee payable
|
2,057,510
|
|
Decrease in Trustees' fees payable
|
(41,276
)
|
|
Increase in legal fees payable
|
1,045,416
|
|
Decrease in payable for loan financing costs
|
(1,735,591
)
|
|
Increase in deferred tax liability
|
1,328,746
|
|
Increase in service and/or distribution fees payable
|
983,311
|
|
Decrease in accrued expenses
|
(1,687,809
)
|
|
Net realized loss on investments
|
4,439,853
|
|
Change in net unrealized appreciation (depreciation) of investments and forward foreign
currency contracts
|
(269,416,201
)
|
|
Net Cash Used in Operating Activities*
|
(542,293,653
)
|
|
Cash Flows from Financing Activities:
|
|
|
Distributions paid on common stock
|
(875,193
)
|
|
Proceeds from sale of shares
|
555,634,204
|
|
Payment for shares repurchased through tender offer (net of redemption fees)
|
(10,291,744
)
|
|
Net Cash Provided by Financing Activities
|
544,467,267
|
|
Net Increase in Cash and Restricted Cash
|
2,173,614
|
|
Cash and restricted cash at beginning of year
|
28,708
|
|
Cash and restricted cash at end of year
|
$2,202,322
|
|
*
|
Included in operating expenses is $2,261,194 paid for interest and commitment fees on borrowings.
|
|
|
March 31, 2026
|
|
Cash
|
$2,202,322
|
|
Restricted cash
|
-
|
|
Total cash and restricted cash shown in the Consolidated Statement of Cash Flows
|
$2,202,322
|
|
Non-Cash Financing Activities:
|
|
|
Proceeds from reinvestment of distributions
|
$3,825,282
|
|
For a share of each class of beneficial interest outstanding throughout the year ended March 31,
unless otherwise noted:
|
||
|
Class I Shares1
|
2026
|
20252
|
|
Net asset value, beginning of year
|
$27.49
|
$25.00
|
|
Income (loss) from operations:
|
||
|
Net investment loss
|
(0.52
)
|
(0.15
)
|
|
Net realized and unrealized gain
|
5.32
|
2.64
|
|
Total income from operations
|
4.80
|
2.49
|
|
Less distributions from:
|
||
|
Net realized gains
|
(0.08
)
|
-
|
|
Total distributions
|
(0.08
)
|
-
|
|
Net asset value, end of year
|
$32.21
|
$27.49
|
|
Total return3,4
|
17.47
%
|
9.96
%
|
|
Net assets, end of year (millions)
|
$606
|
$344
|
|
Ratios to average net assets:
|
||
|
Gross expenses5
|
4.34
%
|
4.16
%6
|
|
Net expenses5,7,8
|
3.74
|
2.37
6
|
|
Net investment income (loss)5
|
(1.73
)
|
0.03
6
|
|
Portfolio turnover rate
|
13
%
|
0
%
|
|
1
|
Per share amounts have been calculated using the average shares method.
|
|
2
|
For the period December 20, 2024 (commencement of operations) to March 31, 2025.
|
|
3
|
Total return information is based on net asset values inclusive of adjustments made for U.S. GAAP
financial reporting purposes. Accordingly, returns presented in these Consolidated Financial Highlights may differ
from returns based on net asset values calculated for shareholder transactions.
|
|
4
|
Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or
expense reimbursements, the total return would have been lower. Past performance is no guarantee of future
results. Total returns for periods of less than one year are not annualized.
|
|
5
|
Does not include fees and expenses of the Portfolio Funds (as defined in Note 1) in which the Fund invests.
Additionally, if incentive fees and related waivers, as applicable, (which are not annualized) had been excluded, the
gross expense ratio, net expense ratio, and net investment income ratio would have been 2.14%, 1.54% and
0.46%, respectively for the year ended March 31, 2026, and 3.10%, 1.62% and 0.78%, respectively, for the period
ended March 31, 2025.
|
|
6
|
Annualized, except for organization costs, incentive fee, and related waivers (Note 2).
|
|
7
|
Reflects fee waivers and/or expense reimbursements.
|
|
8
|
Pursuant to the Expense Limitation Agreement with the Fund, the Manager has agreed to waive fees and/or
assume expenses of the Fund, if required, to ensure certain annual operating expenses do not exceed 0.50% per
annum of the average monthly net assets. The Manager is permitted to recapture amounts forgone or reimbursed
within thirty-six months after the month the Manager earned the fee or incurred the expense. This expense
limitation arrangement cannot be terminated prior to December 31, 2027 without the Board of Trustees' consent.
Refer to Note 2 for additional information. In addition, the Manager has agreed to waive the Fund's management
fee to an extent sufficient to offset the net management fee payable in connection with an investment in an
affiliated fund.
|
|
For a share of each class of beneficial interest outstanding throughout the year ended March 31,
unless otherwise noted:
|
||
|
Class D Shares1
|
2026
|
20252
|
|
Net asset value, beginning of year
|
$27.48
|
$25.00
|
|
Income (loss) from operations:
|
||
|
Net investment loss
|
(0.53
)
|
(0.20
)
|
|
Net realized and unrealized gain
|
5.27
|
2.68
|
|
Total income from operations
|
4.74
|
2.48
|
|
Less distributions from:
|
||
|
Net realized gains
|
(0.08
)
|
-
|
|
Total distributions
|
(0.08
)
|
-
|
|
Net asset value, end of year
|
$32.14
|
$27.48
|
|
Total return3,4
|
17.26
%
|
9.92
%
|
|
Net assets, end of year (000s)
|
$68,745
|
$54,225
|
|
Ratios to average net assets:
|
||
|
Gross expenses5
|
4.50
%
|
4.27
%6
|
|
Net expenses5,7,8
|
3.90
|
2.57
6
|
|
Net investment loss5
|
(1.78
)
|
(0.17
)6
|
|
Portfolio turnover rate
|
13
%
|
0
%
|
|
1
|
Per share amounts have been calculated using the average shares method.
|
|
2
|
For the period December 20, 2024 (commencement of operations) to March 31, 2025.
|
|
3
|
Total return information is based on net asset values inclusive of adjustments made for U.S. GAAP
financial reporting purposes. Accordingly, returns presented in these Consolidated Financial Highlights may differ
from returns based on net asset values calculated for shareholder transactions.
|
|
4
|
Performance figures, exclusive of sales charges and dealer manager fees, may reflect compensating balance
arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance
arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past
performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.
|
|
5
|
Does not include fees and expenses of the Portfolio Funds (as defined in Note 1) in which the Fund invests.
Additionally, if incentive fees and related waivers, as applicable, (which are not annualized) had been excluded, the
gross expense ratio, net expense ratio, and net investment income ratio would have been 2.30%, 1.70% and
0.42%, respectively for the year ended March 31, 2026, and 3.21%, 1.82% and 0.58%, respectively, for the period
ended March 31, 2025.
|
|
6
|
Annualized, except for organization costs, incentive fee, and related waivers (Note 2).
|
|
7
|
Reflects fee waivers and/or expense reimbursements.
|
|
8
|
Pursuant to the Expense Limitation Agreement with the Fund, the Manager has agreed to waive fees and/or
assume expenses of the Fund, if required, to ensure certain annual operating expenses do not exceed 0.50% per
annum of the average monthly net assets. The Manager is permitted to recapture amounts forgone or reimbursed
within thirty-six months after the month the Manager earned the fee or incurred the expense. This expense
limitation arrangement cannot be terminated prior to December 31, 2027 without the Board of Trustees' consent.
Refer to Note 2 for additional information. In addition, the Manager has agreed to waive the Fund's management
fee to an extent sufficient to offset the net management fee payable in connection with an investment in an
affiliated fund.
|
|
For a share of each class of beneficial interest outstanding throughout the year ended March 31,
unless otherwise noted:
|
||
|
Class S Shares1
|
2026
|
20252
|
|
Net asset value, beginning of year
|
$27.42
|
$25.00
|
|
Income (loss) from operations:
|
||
|
Net investment loss
|
(0.75
)
|
(0.20
)
|
|
Net realized and unrealized gain
|
5.28
|
2.62
|
|
Total income from operations
|
4.53
|
2.42
|
|
Less distributions from:
|
||
|
Net realized gains
|
(0.08
)
|
-
|
|
Total distributions
|
(0.08
)
|
-
|
|
Net asset value, end of year
|
$31.87
|
$27.42
|
|
Total return3,4
|
16.53
%
|
9.68
%
|
|
Net assets, end of year (millions)
|
$678
|
$398
|
|
Ratios to average net assets:
|
||
|
Gross expenses5
|
5.14
%
|
4.99
%6
|
|
Net expenses5,7,8
|
4.54
|
3.21
6
|
|
Net investment loss5
|
(2.53
)
|
(0.76
)6
|
|
Portfolio turnover rate
|
13
%
|
0
%
|
|
1
|
Per share amounts have been calculated using the average shares method.
|
|
2
|
For the period December 20, 2024 (commencement of operations) to March 31, 2025.
|
|
3
|
Total return information is based on net asset values inclusive of adjustments made for U.S. GAAP
financial reporting purposes. Accordingly, returns presented in these Consolidated Financial Highlights may differ
from returns based on net asset values calculated for shareholder transactions.
|
|
4
|
Performance figures, exclusive of sales charges and dealer manager fees, may reflect compensating balance
arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance
arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past
performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.
|
|
5
|
Does not include fees and expenses of the Portfolio Funds (as defined in Note 1) in which the Fund invests.
Additionally, if incentive fees and related waivers, as applicable, (which are not annualized) had been excluded, the
gross expense ratio, net expense ratio, and net investment loss ratio would have been 2.94%, 2.34% and (0.33)%,
respectively for the year ended March 31, 2026, and 3.94%, 2.47% and (0.02)%,respectively, for the period ended
March 31, 2025.
|
|
6
|
Annualized, except for organization costs, incentive fee, and related waivers (Note 2).
|
|
7
|
Reflects fee waivers and/or expense reimbursements.
|
|
8
|
Pursuant to the Expense Limitation Agreement with the Fund, the Manager has agreed to waive fees and/or
assume expenses of the Fund, if required, to ensure certain annual operating expenses do not exceed 0.50% per
annum of the average monthly net assets. The Manager is permitted to recapture amounts forgone or reimbursed
within thirty-six months after the month the Manager earned the fee or incurred the expense. This expense
limitation arrangement cannot be terminated prior to December 31, 2027 without the Board of Trustees' consent.
Refer to Note 2 for additional information. In addition, the Manager has agreed to waive the Fund's management
fee to an extent sufficient to offset the net management fee payable in connection with an investment in an
affiliated fund.
|
|
For a share of each class of beneficial interest outstanding throughout the year ended March 31,
unless otherwise noted:
|
||
|
Class M Shares1
|
2026
|
20252
|
|
Net asset value, beginning of year
|
$27.46
|
$25.00
|
|
Income (loss) from operations:
|
||
|
Net investment loss
|
(0.63
)
|
(0.23
)
|
|
Net realized and unrealized gain
|
5.29
|
2.69
|
|
Total income from operations
|
4.66
|
2.46
|
|
Less distributions from:
|
||
|
Net realized gains
|
(0.08
)
|
-
|
|
Total distributions
|
(0.08
)
|
-
|
|
Net asset value, end of year
|
$32.04
|
$27.46
|
|
Total return3,4
|
16.98
%
|
9.84
%
|
|
Net assets, end of year (millions)
|
$683
|
$426
|
|
Ratios to average net assets:
|
||
|
Gross expenses5
|
4.75
%
|
4.55
%6
|
|
Net expenses5,7,8
|
4.15
|
2.84
6
|
|
Net investment loss5
|
(2.12
)
|
(0.48
)6
|
|
Portfolio turnover rate
|
13
%
|
0
%
|
|
1
|
Per share amounts have been calculated using the average shares method.
|
|
2
|
For the period December 20, 2024 (commencement of operations) to March 31, 2025.
|
|
3
|
Total return information is based on net asset values inclusive of adjustments made for U.S. GAAP
financial reporting purposes. Accordingly, returns presented in these Consolidated Financial Highlights may differ
from returns based on net asset values calculated for shareholder transactions.
|
|
4
|
Performance figures, exclusive of sales charges and dealer manager fees, may reflect compensating balance
arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance
arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past
performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.
|
|
5
|
Does not include fees and expenses of the Portfolio Funds (as defined in Note 1) in which the Fund invests.
Additionally, if incentive fees and related waivers, as applicable, (which are not annualized) had been excluded, the
gross expense ratio, net expense ratio, and net investment income ratio would have been 2.56%, 1.96% and
0.08%, respectively for the year ended March 31, 2026, and 3.49%, 2.10% and 0.26%, respectively, for the period
ended March 31, 2025.
|
|
6
|
Annualized, except for organization costs, incentive fee, and related waivers (Note 2).
|
|
7
|
Reflects fee waivers and/or expense reimbursements.
|
|
8
|
Pursuant to the Expense Limitation Agreement with the Fund, the Manager has agreed to waive fees and/or
assume expenses of the Fund, if required, to ensure certain annual operating expenses do not exceed 0.50% per
annum of the average monthly net assets. The Manager is permitted to recapture amounts forgone or reimbursed
within thirty-six months after the month the Manager earned the fee or incurred the expense. This expense
limitation arrangement cannot be terminated prior to December 31, 2027 without the Board of Trustees' consent.
Refer to Note 2 for additional information. In addition, the Manager has agreed to waive the Fund's management
fee to an extent sufficient to offset the net management fee payable in connection with an investment in an
affiliated fund.
|
|
ASSETS
|
|||||
|
Description
|
Quoted
Prices
(Level 1)
|
Other
Significant
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Investments
valued at
NAV
|
Total
|
|
Long-Term
Investments†:
|
|||||
|
Convertible Bonds &
Notes
|
-
|
-
|
$177,416
|
-
|
$177,416
|
|
Other Investments:
|
|||||
|
Secondary
Investments
|
-
|
-
|
36,708,696
|
$1,481,828,704
|
1,518,537,400
|
|
Co-Investments
|
-
|
-
|
40,148,933
|
151,161,156
|
191,310,089
|
|
Total Long-Term
Investments
|
-
|
-
|
77,035,045
|
1,632,989,860
|
1,710,024,905
|
|
Short-Term
Investments†:
|
|||||
|
Time Deposits
|
-
|
$208,000,000
|
-
|
-
|
208,000,000
|
|
Money Market Funds
|
$121,014,357
|
-
|
-
|
-
|
121,014,357
|
|
Total Short-Term
Investments
|
121,014,357
|
208,000,000
|
-
|
-
|
329,014,357
|
|
Total Investments
|
$121,014,357
|
$208,000,000
|
$77,035,045
|
$1,632,989,860
|
$2,039,039,262
|
|
Other Financial
Instruments:
|
|||||
|
Forward Foreign
Currency Contracts††
|
-
|
$1,541,256
|
-
|
-
|
$1,541,256
|
|
Total
|
$121,014,357
|
$209,541,256
|
$77,035,045
|
$1,632,989,860
|
$2,040,580,518
|
|
†
|
See Consolidated Schedule of Investments for additional detailed categorizations.
|
|
††
|
Reflects the unrealized appreciation (depreciation) of the instruments.
|
|
Investment
Category
|
Fair Value
|
Unfunded
Commitments
|
Estimated
Remaining Life
|
Redemption
Frequency*
|
Notice
Period
(In Days)
|
Redemption
Restriction
Terms**
|
|
Co-Investments
|
$191,310,089
|
$47,746,267
|
2-8 years
|
None
|
N/A
|
Liquidity in
the form of
distributions
from Private Asset
investments
|
|
Secondary
Investments
|
1,518,537,400
|
439,089,396
|
1-12 years
|
None
|
N/A
|
Liquidity in
the form of
distributions
from Private Asset
investments
|
|
*
|
The information summarized in the table above represents the general terms for the specified investment type.
Individual Private Asset investments may have terms that are more or less restrictive than those terms indicated
for the investment type as a whole. In addition, most Private Asset investments have the flexibility, as provided
for in their constituent documents, to modify and waive such terms.
|
|
**
|
Distributions from Private Asset investments occur at irregular intervals, and the exact timing of distributions
from Private Asset investments cannot be determined. It is estimated that distributions will generally occur over
the life of Private Asset investments.
|
|
Investments in
Securities
|
Balance
as of
March 31, 2025
|
Accrued
premiums/
discounts
|
Realized
gain
(loss)
|
Change in
unrealized
appreciation
(depreciation)1
|
Purchases
|
|
Secondary
Investments
|
$3,705,579
|
-
|
-
|
$(615,973)
|
$37,347,074
|
|
Co-Investments
|
-
|
-
|
-
|
2,302,108
|
34,892,279
|
|
Convertible Bonds &
Notes
|
-
|
-
|
-
|
3,331
|
174,085
|
|
Total
|
$3,705,579
|
-
|
-
|
$1,689,466
|
$72,413,438
|
|
1
|
This amount is included in the change in net unrealized appreciation (depreciation) in the accompanying
Consolidated Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized
appreciation (depreciation) resulting from changes in investment values during the reporting period and the
reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized.
|
|
Investments in
Securities (cont'd)
|
Sales
|
Transfers
into
Level 3
|
Transfers
out of
Level 3
|
Balance
as of
March 31, 2026
|
Net change
in unrealized
appreciation
(depreciation)
for investments
in securities
still held at
March 31, 20261
|
|
Secondary
Investments
|
$(22,405)
|
-
|
$(3,705,579)
|
$36,708,696
|
$(615,973)
|
|
Co-Investments
|
-
|
$2,954,546
|
-
|
40,148,933
|
2,302,108
|
|
Convertible Bonds & Notes:
|
-
|
-
|
-
|
177,416
|
3,331
|
|
Total
|
$(22,405)
|
$2,954,546
|
$(3,705,579)
|
$77,035,045
|
$1,689,466
|
|
1
|
This amount is included in the change in net unrealized appreciation (depreciation) in the accompanying
Consolidated Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized
appreciation (depreciation) resulting from changes in investment values during the reporting period and the
reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized.
|
|
|
Total Distributable
Earnings (Loss)
|
Paid-in
Capital
|
|
(a)
|
$5,102,049
|
$(5,102,049)
|
|
|
Class I
|
Class D
|
Class S
|
Class M
|
|
March 31, 2027
|
-
|
-
|
-
|
-
|
|
March 31, 2028
|
$127,272
|
$16,279
|
$144,171
|
$157,675
|
|
March 31, 2029
|
-
|
-
|
-
|
-
|
|
Total fee waivers/expense reimbursements subject to
recapture
|
$127,272
|
$16,279
|
$144,171
|
$157,675
|
|
|
Class I
|
Class D
|
Class S
|
Class M
|
|
FTFA recaptured
|
$314,500
|
$26,118
|
$356,099
|
$265,332
|
|
Purchases
|
$713,309,692
|
|
Sales
|
171,926,219
|
|
|
Cost
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Appreciation
|
|
Securities
|
$1,650,059,284
|
$432,397,459
|
$(43,417,481)
|
$388,979,978
|
|
Forward foreign currency contracts
|
-
|
1,541,256
|
-
|
1,541,256
|
|
ASSET DERIVATIVES1
|
|
|
|
Foreign
Exchange Risk
|
|
Forward foreign currency contracts
|
$1,541,256
|
|
1
|
Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation and for
liability derivatives is payables/net unrealized depreciation.
|
|
AMOUNT OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED
|
|
|
|
Foreign
Exchange Risk
|
|
Forward foreign currency contracts
|
$(2,592,260
)
|
|
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED
|
|
|
|
Foreign
Exchange Risk
|
|
Forward foreign currency contracts
|
$1,374,157
|
|
|
Average Market
Value*
|
|
Forward foreign currency contracts (to buy)†
|
$548,233
|
|
Forward foreign currency contracts (to sell)
|
280,950,136
|
|
*
|
Based on the average of the market values at each month-end during the period.
|
|
†
|
At March 31, 2026, there were no open positions held in this derivative.
|
|
Counterparty
|
Gross Assets
Subject to
Master
Agreements1
|
Gross
Liabilities
Subject to
Master
Agreements
|
Net Assets
(Liabilities)
Subject to
Master
Agreements
|
Collateral
Pledged
(Received)
|
Net
Amount2,3
|
|
HSBC Securities Inc.
|
$1,541,256
|
-
|
$1,541,256
|
-
|
$1,541,256
|
|
1
|
Absent an event of default or early termination, derivative assets and liabilities are presented gross and not offset
in the Consolidated Statement of Assets and Liabilities.
|
|
2
|
Net amount may also include forward foreign currency exchange contracts that are not required to be
collateralized.
|
|
3
|
Represents the net amount receivable (payable) from (to) the counterparty in the event of default.
|
|
|
Service and/or
Distribution Fees
|
Transfer Agent
Fees
|
|
Class I
|
$5,000
|
$567,707
|
|
Class D
|
152,687
|
25,532
|
|
Class S
|
4,651,116
|
354,649
|
|
Class M
|
2,917,939
|
308,710
|
|
Total
|
$7,726,742
|
$1,256,598
|
|
|
Waivers/Expense
Reimbursements
|
|
Class I
|
$2,896,184
|
|
Class D
|
353,205
|
|
Class S
|
3,265,355
|
|
Class M
|
3,485,088
|
|
Total
|
$9,999,832
|
|
|
Year Ended
March 31, 2026
|
Period Ended
March 31, 2025
|
|
Net Realized Gains:
|
||
|
Class I
|
$1,357,903
|
-
|
|
Class D
|
156,147
|
-
|
|
Class S
|
1,556,099
|
-
|
|
Class M
|
1,630,326
|
-
|
|
Total
|
$4,700,475
|
-
|
|
|
Year Ended
March 31, 2026
|
Period Ended
March 31, 20251
|
||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
|
Class I
|
||||
|
Shares issued
|
6,408,764
|
$186,449,682
|
12,499,509
|
$316,753,129
|
|
Shares issued on reinvestment
|
33,143
|
1,023,797
|
-
|
-
|
|
Shares repurchased through tender
offer
|
(119,323
)
|
(3,674,635
)
|
-
|
-
|
|
Redemption fees
|
-
|
14,500
|
-
|
-
|
|
Net increase
|
6,322,584
|
$183,813,344
|
12,499,509
|
$316,753,129
|
|
Class D
|
||||
|
Shares issued
|
160,154
|
$4,999,995
|
1,973,552
|
$50,000,000
|
|
Shares issued on reinvestment
|
5,067
|
156,147
|
-
|
-
|
|
Shares repurchased through tender
offer
|
-
|
-
|
-
|
-
|
|
Redemption fees
|
-
|
1,726
|
-
|
-
|
|
Net increase
|
165,221
|
$5,157,868
|
1,973,552
|
$50,000,000
|
|
Class S
|
||||
|
Shares issued
|
6,836,998
|
$197,756,510
|
14,508,453
|
$365,980,084
|
|
Shares issued on reinvestment
|
39,289
|
1,202,616
|
-
|
-
|
|
Shares repurchased through tender
offer
|
(97,618
)
|
(2,911,582
)
|
-
|
-
|
|
Redemption fees
|
-
|
16,237
|
-
|
-
|
|
Net increase
|
6,778,669
|
$196,063,781
|
14,508,453
|
$365,980,084
|
|
Class M
|
||||
|
Shares issued
|
5,852,764
|
$166,428,017
|
15,528,725
|
$394,675,000
|
|
Shares issued on reinvestment
|
46,918
|
1,442,722
|
-
|
-
|
|
Shares repurchased through tender
offer
|
(122,130
)
|
(3,755,500
)
|
-
|
-
|
|
Redemption fees
|
-
|
17,510
|
-
|
-
|
|
Net increase
|
5,777,552
|
$164,132,749
|
15,528,725
|
$394,675,000
|
|
1
|
For the period December 20, 2024 (commencement of operations) to March 31, 2025.
|
|
Commencement
Date
|
Expiration
Date
|
Payment
Date
|
Share
Class
|
Total
Shares
Tendered
|
Total
Shares
Accepted
|
Purchase
Price
|
|
2/13/2026
|
3/16/2026
|
5/14/2026
|
Class I
|
214,295
|
214,295
|
$31.64
|
|
Class S
|
274,731
|
274,731
|
$31.30
|
|||
|
Class M
|
702,953
|
702,953
|
$31.47
|
|||
|
11/14/2025
|
12/15/2025
|
2/13/2026
|
Class I
|
111,941
|
111,941
|
$30.89
|
|
Class S
|
43,608
|
43,608
|
$30.61
|
|||
|
Class M
|
122,130
|
122,130
|
$30.75
|
|||
|
8/15/2025
|
9/15/2025
|
11/14/2025
|
Class I
|
7,339
|
7,339
|
$29.54
|
|
Class S
|
60,000
|
60,000
|
$29.34
|
|
|
Affiliate
Value at
March 31,
2025
|
Purchased
|
Sold
|
||
|
Cost
|
Shares
|
Proceeds
|
Shares
|
||
|
Franklin Senior
Loan ETF
|
$175,284,215
|
-
|
-
|
$171,390,867
|
7,282,269
|
|
(cont'd)
|
Realized
Gain (Loss)
|
Dividend
Income
|
Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
|
Affiliate
Value at
March 31,
2026
|
|
Franklin Senior Loan
ETF
|
$(4,896,008
)
|
$9,140,459
|
$1,002,660
|
-
|
|
Deferred capital losses*
|
$(9,931)
|
|
Late Year Loss Deferrals (^)
|
(29,566,055)
|
|
Other book/tax temporary differences(a)
|
(187,473)
|
|
Unrealized appreciation (depreciation)(b)
|
352,842,485
|
|
Total distributable earnings (loss) - net
|
$323,079,026
|
|
*
|
These capital losses have been deferred in the current year as either short-term or long-term losses. The
losses will be deemed to occur on the first day of the next taxable year in the same character as they were
originally deferred and will be available to offset future taxable capital gains.
|
|
(^)
|
These qualified late-year ordinary losses have been deferred to the first day of the next taxable year.
|
|
(a)
|
Other book/tax temporary differences are attributable to the realization for tax purposes on unrealized gains
(losses) on certain foreign currency contracts and book/tax differences in the timing of the deductibility of
various expenses
|
|
(b)
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to book/
tax differences in the treatment of partnership investments and passive foreign investment companies.
|
|
Independent Trustees†
|
|
|
Robert D. Agdern
|
|
|
Year of birth
|
1950
|
|
Position(s) held with Fund1
|
Trustee and Member of Nominating, Audit, Compensation
and Pricing and Valuation Committees, and Compliance
Liaison
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Member of the Advisory Committee of the Dispute
Resolution Research Center at the Kellogg Graduate School
of Business, Northwestern University (2002 to 2016);
formerly, Deputy General Counsel responsible for western
hemisphere matters for BP PLC (1999 to 2001); Associate
General Counsel at Amoco Corporation responsible for
corporate, chemical, and refining and marketing matters and
special assignments (1993 to 1998) (Amoco merged with
British Petroleum in 1998 forming BP PLC)
|
|
Number of portfolios in fund complex2 overseen by Trustee
(including the Fund)
|
22
|
|
Other board memberships held by Trustee during the past
five years
|
None
|
|
Carol L. Colman
|
|
|
Year of birth
|
1946
|
|
Position(s) held with Fund1
|
Trustee and Member of Nominating, Audit and
Compensation Committees, and Chair of Pricing and
Valuation Committee
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
President, Colman Consulting Company (consulting)
|
|
Number of portfolios in fund complex2 overseen by Trustee
(including the Fund)
|
22
|
|
Other board memberships held by Trustee during the past
five years
|
None
|
|
Independent Trustees† (cont'd)
|
|
|
Anthony Grillo
|
|
|
Year of birth
|
1955
|
|
Position(s) held with Fund1
|
Trustee and Member of Nominating, Audit, Compensation
and Pricing and Valuation Committees
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Retired; Founder, Managing Director and Partner of
American Securities Opportunity Funds (private equity and
credit firm) (2006 to 2018); formerly, Senior Managing
Director of Evercore Partners Inc. (investment banking)
(2001 to 2004); Senior Managing Director of Joseph
Littlejohn & Levy, Inc. (private equity firm) (1999 to 2001);
Senior Managing Director of The Blackstone Group L.P.
(private equity and credit firm) (1991 to 1999)
|
|
Number of portfolios in fund complex2 overseen by Trustee
(including the Fund)
|
22
|
|
Other board memberships held by Trustee during the past
five years
|
Director of Littelfuse, Inc. (electronics manufacturing) (since
1991); formerly, Director of Oaktree Acquisition Corp. II
(2020 to 2022); Director of Oaktree Acquisition Corp. (2019
to 2021)
|
|
Eileen A. Kamerick
|
|
|
Year of birth
|
1958
|
|
Position(s) held with Fund1
|
Chair (since November 15, 2024) and Member of
Nominating, Compensation, Pricing and Valuation and Audit
Committees
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Chief Executive Officer, The Governance Partners, LLC
(consulting firm) (since 2015); National Association of
Corporate Directors Board Leadership Fellow (since 2016,
with Directorship Certification since 2019) and NACD 2022
Directorship 100 honoree; Adjunct Professor, Georgetown
University Law Center (since 2021); Adjunct Professor, The
University of Chicago Law School (since 2018); Adjunct
Professor, University of Iowa College of Law (since 2007);
formerly, Chief Financial Officer, Press Ganey Associates
(health care informatics company) (2012 to 2014);
Managing Director and Chief Financial Officer, Houlihan
Lokey (international investment bank) and President,
Houlihan Lokey Foundation (2010 to 2012)
|
|
Number of portfolios in fund complex2 overseen by Trustee
(including the Fund)
|
22
|
|
Other board memberships held by Trustee during the past
five years
|
Director, VALIC Company I (since October 2022); Director of
ACV Auctions Inc. (since 2021); Director of Associated
Banc-Corp (financial services company) (since 2007);
formerly, Director of Hochschild Mining plc (precious metals
company) (2016 to 2023); formerly Trustee of AIG Funds
and Anchor Series Trust (2018 to 2021)
|
|
Independent Trustees† (cont'd)
|
|
|
Nisha Kumar
|
|
|
Year of birth
|
1970
|
|
Position(s) held with Fund1
|
Trustee and Member of Nominating, Compensation and
Pricing and Valuation Committees, and Chair of Audit
Committee
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Formerly, Managing Director and the Chief Financial Officer
and Chief Compliance Officer of Greenbriar Equity Group,
LP (2011 to 2021); formerly, Chief Financial Officer and
Chief Administrative Officer of Rent the Runway, Inc.
(2011); Executive Vice President and Chief Financial Officer
of AOL LLC, a subsidiary of Time Warner Inc. (2007
to 2009); Member of the Council on Foreign Relations
|
|
Number of portfolios in fund complex2 overseen by Trustee
(including the Fund)
|
22
|
|
Other board memberships held by Trustee during the past
five years
|
Director of Stonepeak-Plus Infrastructure Fund LP
(since 2025); Director of Birkenstock Holding plc
(since 2023); Director of The India Fund, Inc. (since 2016);
formerly, Director of Aberdeen Income Credit Strategies
Fund (2017 to 2018); and Director of The Asia Tigers Fund,
Inc. (2016 to 2018)
|
|
Peter Mason
|
|
|
Year of birth
|
1959
|
|
Position(s) held with Fund1
|
Trustee and Member of Audit, Nominating and Pricing and
Valuation Committees, and Chair of Compensation
Committee
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Arbitrator and Mediator (self-employed) (since 2021);
formerly, Global General Counsel of UNICEF
(intergovernmental organization) (1998 to 2021)
|
|
Number of portfolios in fund complex2 overseen by Trustee
(including the Fund)
|
22
|
|
Other board memberships held by Trustee during the past
five years
|
Chairman of University of Sydney USA Foundation
(since 2020); formerly, Director of the Radio Workshop US,
Inc. (2023-2026)
|
|
Independent Trustees† (cont'd)
|
|
|
Hillary A. Sale
|
|
|
Year of birth
|
1961
|
|
Position(s) held with Fund1
|
Trustee and Member of Audit, Compensation and Pricing
and Valuation Committees, and Chair of Nominating
Committee
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Agnes Williams Sesquicentennial Professor of Leadership
and Corporate Governance, Georgetown Law; and
Professor of Management, McDonough School of Business
(since 2018); formerly, Associate Dean for Strategy,
Georgetown Law (2020 to 2023); National Association of
Corporate Directors Board Faculty Member (since 2021);
formerly, a Member of the Board of Governors of FINRA
(2016 to 2022)
|
|
Number of portfolios in fund complex2 overseen by Trustee
(including the Fund)
|
22
|
|
Other board memberships held by Trustee during the past
five years
|
Director of CBOE U.S. Securities Exchanges, CBOE
Futures Exchange, and CBOE SEF, Director (since 2022);
Advisory Board Member of Foundation Press (academic
book publisher) (since 2019); Chair of DirectWomen Board
Institute (since 2019); formerly, Member of DirectWomen
Board (nonprofit) (2007 to 2022)
|
|
Interested Trustee and Officer
|
|
|
Jane Trust, CFA3
|
|
|
Year of birth
|
1962
|
|
Position(s) held with Fund1
|
Trustee, President and Chief Executive Officer
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Senior Vice President, Fund Board Management, Franklin
Templeton (since 2020); Officer and/or Trustee/Director of
119 funds associated with FTFA or its affiliates (since 2015);
Trustee of Putnam Family of Funds consisting of 105
portfolios; President and Chief Executive Officer of FTFA
(since 2015); formerly, Senior Managing Director (2018
to 2020) and Managing Director (2016 to 2018) of Legg
Mason & Co., LLC ("Legg Mason & Co."); and Senior Vice
President of FTFA (2015)
|
|
Number of portfolios in fund complex2 overseen by Trustee
(including the Fund)
|
Trustee/Director of Franklin Templeton funds consisting of
119 portfolios; Trustee of Putnam Family of Funds
consisting of 105 portfolios
|
|
Other board memberships held by Trustee during the past
five years
|
None
|
|
Additional Officers
|
|
|
Fred Jensen
|
|
|
Franklin Templeton
One Madison Avenue, 17th Floor, New York, NY 10010
|
|
|
Year of birth
|
1963
|
|
Position(s) held with Fund1
|
Chief Compliance Officer
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Director - Global Compliance of Franklin Templeton
(since 2020); Managing Director of Legg Mason & Co.
(2006 to 2020); Director of Compliance, Legg Mason Office
of the Chief Compliance Officer (2006 to 2020); formerly,
Chief Compliance Officer of Legg Mason Global Asset
Allocation (prior to 2014); Chief Compliance Officer of Legg
Mason Private Portfolio Group (prior to 2013); formerly,
Chief Compliance Officer of The Reserve Funds
(investment adviser, funds and broker-dealer) (2004) and
Ambac Financial Group (investment adviser, funds and
broker-dealer) (2000 to 2003)
|
|
Marc A. De Oliveira
|
|
|
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
|
Year of birth
|
1971
|
|
Position(s) held with Fund1
|
Secretary and Chief Legal Officer
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Associate General Counsel of Franklin Templeton
(since 2020); Secretary and Chief Legal Officer
(since 2020) and Assistant Secretary of certain funds in the
Franklin Templeton fund complex (since 2006); formerly,
Managing Director (2016 to 2020) and Associate General
Counsel of Legg Mason & Co. (2005 to 2020)
|
|
Thomas C. Mandia
|
|
|
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
|
Year of birth
|
1962
|
|
Position(s) held with Fund1
|
Senior Vice President
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Senior Associate General Counsel to Franklin Templeton
(since 2020); Senior Vice President (since 2020) and
Assistant Secretary of certain funds in the Franklin
Templeton fund complex (since 2006); Secretary of FTFA
(since 2006); Secretary of LMAS (since 2002) and LMFAM
(formerly registered investment advisers) (since 2013);
formerly, Managing Director and Deputy General Counsel of
Legg Mason & Co. (2005 to 2020)
|
|
Additional Officers (cont'd)
|
|
|
Christopher Berarducci
|
|
|
Franklin Templeton
One Madison Avenue, 17th Floor, New York, NY 10010
|
|
|
Year of birth
|
1974
|
|
Position(s) held with Fund1
|
Treasurer and Principal Financial Officer
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Vice President, Fund Administration and Reporting, Franklin
Templeton (since 2020); Treasurer (since 2010) and
Principal Financial Officer (since 2019) of certain funds
associated with Legg Mason & Co. or its affiliates; formerly,
Managing Director (2020), Director (2015 to 2020), and Vice
President (2011 to 2015) of Legg Mason & Co.
|
|
Jeanne M. Kelly
|
|
|
Franklin Templeton
One Madison Avenue, 17th Floor, New York, NY 10010
|
|
|
Year of birth
|
1951
|
|
Position(s) held with Fund1
|
Senior Vice President
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
U.S. Fund Board Team Manager, Franklin Templeton
(since 2020); Senior Vice President of certain funds
associated with Legg Mason & Co. or its affiliates
(since 2007); Senior Vice President of FTFA (since 2006);
President and Chief Executive Officer of LMAS and LMFAM
(since 2015); formerly, Managing Director of Legg Mason &
Co. (2005 to 2020); and Senior Vice President of LMFAM
(2013 to 2015)
|
(b) Not applicable
| 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 19(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. |
The Board of Directors of the Registrant has determined that Eileen A. Kamerick and Nisha Kumar, possesses the technical attributes identified in Item 3 to Form N-CSR to qualify as an "audit committee financial experts," and has designated Eileen A. Kamerick and Nisha Kumar, as the Audit Committee's financial experts. Eileen A. Kamerick and Nisha Kumar are an "independent" Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
a) Audit Fees. The aggregate fees billed in the previous fiscal years ending March 31, 2025 and March 31, 2026 (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $94,950 in March 31, 2025 and $231,250 in March 31, 2026.
b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant's financial statements were $0 in December 31, 2024 and $0 in March 31, 2026.
(c) Tax Fees. The aggregate fees billed in the Reporting Period for professional services rendered by the Auditor for tax compliance, tax advice and tax planning ("Tax Services") were $81,474 in March 31, 2025 and $107,500 in March 31, 2026. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.
There were no fees billed for tax services by the Auditors to the Registrant's investment manager and any entity controlling, controlled by, or under common control with the investment manager that provides ongoing services to the Registrant ("Service Affiliates") during the Reporting Periods that required pre-approval by the Audit Committee.
d) All Other Fees. The aggregate fees billed in the Reporting Period for products and services provided by the Auditor to the Registrant, other than the services reported in paragraphs (a) through (c) of this item, were $12,000 in March 31, 2025 and $0 in March 31, 2026.
There were no other non-audit services rendered by the Auditor to the Service Affiliates requiring pre-approval by the Audit Committee in the Reporting Periods.
(e) Audit Committee's pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit Committee (the "Committee") of the Board of each registered investment company (the "Fund") advised by the Registrant's investment manager or one of their affiliates (each, an "Adviser") requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund's independent auditors to the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund ("Covered Service Providers") if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and the Covered Service Providers constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Non-audit fees billed by the Auditor for services rendered to the Registrant and the Service Affiliates during the reporting period $198,695 in March 31, 2025 and $209,060 in March 31, 2026.
(h) Yes. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence. All services provided by the Auditor to the Registrant or to the Service Affiliates, which were required to be pre-approved, were pre-approved as required.
(i) Not applicable.
(j) Not applicable.
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:
Robert D. Agdern
Carol L. Colman
Anthony Grillo
Eileen A. Kamerick
Nisha Kumar
Peter Mason
Hillary A. Sale
b) Not applicable
| ITEM 6. | SCHEDULE OF INVESTMENTS. |
| (a) | Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 1 of this Form N-CSR. |
| (b) | Not applicable. |
| ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
The information is disclosed as part of the Financial Statements included in Item 1 of this Form N-CSR, as applicable.
| ITEM 12. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
PROXY VOTING - LEXINGTON ADVISORS LLC and FRANKLIN ADVISORS, INC. (and affiliates)
PROXY VOTING POLICIES AND PROCEDURES OF LEXINGTON ADVISORS LLC("Lexington")
PROXY VOTING POLICY
| • | Introduction |
This Proxy Voting Policy (the "Voting Policy") is designed to ensure that Lexington complies with the requirements of Rule 206(4)-6 and Rule 204-2(c)(2) under the Advisers Act, and reflects its commitment to vote all Client securities for which Lexington exercises voting authority in a manner consistent with the best interest of its Clients. Where appropriate, the term "Lexington" as used in this policy shall include affiliates of Lexington who have the authority to vote Client securities.
| • | Voting Policies and Procedures |
Lexington monitors the performance, activities and events related to each Portfolio Investment. When exercising its voting authority over Client securities, Lexington considers such information, evaluates other issues that could have an impact on the value of the security and votes with a view toward maximizing overall value. Lexington seeks to vote all proxies in a prudent manner, considering the prevailing circumstances at such time, and in a manner consistent with this Voting Policy and Lexington's fiduciary duties to its Clients.
Lexington reviews each proposal submitted for a vote on a case-by-case basis to determine whether it is in the best interest of the relevant Client. As a result, depending on each applicable Client's particular circumstances, Lexington may vote one Client's securities differently than it votes those of another Client, or may vote differently on various proposals, even though the securities or proposals are similar (or identical). In some instances, Lexington may determine that it is in a Client's best interest for Lexington to "abstain" from voting or not to vote at all, and will do so accordingly.
When voting materials are received, the Lexington Person who is responsible for the investment reviews the current performance, activities and events related to the investment and ensures that Lexington receives all necessary voting materials. Upon review of such materials, the responsible Lexington Person determines how the securities should be voted. The Lexington Person responsible for the investment then ensures that the voting materials are completed and returned on time (unless it has been decided that it is in the Client's best interests for Lexington not to vote on such matter).
| • | Conflicts |
Compliance has the responsibility to monitor votes for any conflicts of interest, regardless of whether they are actual or perceived. All Lexington Persons are expected to perform their tasks relating to voting Client securities in accordance with the principles set forth above, according the first priority to the best interest of the relevant Client. If at any time any Lexington Person becomes aware of any potential or actual conflict of interest or perceived conflict of interest regarding any particular voting decision, he or she should contact Compliance. If any Lexington Person is pressured or lobbied either from within or outside of Lexington with respect to any particular voting decision, he or she should contact Compliance.
Prior to exercising its voting authority, Lexington reviews the relevant facts and determines whether a material conflict of interest may exist or arise due to business, personal or family relationships of Lexington, its owners, its employees or other Lexington Persons or its affiliates, with persons having an interest in the outcome of the vote. If a material conflict exists, Lexington takes steps to ensure that its voting decision is based on the best interests of the relevant Client and is not a product of the conflict. Lexington may, at its discretion, (A) seek the advice of the applicable Fund's Advisory Board in voting such security; (B) disclose the conflict of interest to the Client (including to a Fund's Advisory Board) and either ask for its consent to Lexington's proposed vote or defer to its voting recommendation; (C) defer to the voting recommendation of an independent third-party provider of proxy voting services; and/or (D) take such other action in good faith (in consultation with Lexington's outside counsel, if appropriate) as would serve the best interest of the Client.
Depending on the particular circumstances involved, the appropriate resolution of one conflict of interest may differ from the resolution of another conflict of interest, even though the general facts underlying both conflicts may be similar (or identical).
In the event that Lexington retains independent fiduciaries, consultants or professionals to assist with voting decisions and/or delegates such voting or consent power to such fiduciaries, consultants or professionals, Compliance will follow the procedures below regarding third-party accountability to the Clients:
| • | Ascertain whether the third party has the capacity and competency to adequately analyze proxy issues; |
| • | Assess the adequacy and quality of the third party's staffing and personnel and its policies and procedures with regard to identifying and addressing conflicts of interest and ensuring that its proxy voting recommendations are based on current and accurate information; and |
| • | Adopt ongoing oversight policies designed to ensure that the third party continues to vote proxies in the best interest of the Clients. |
| • | Disclosure Information |
Investors may obtain a copy of this Voting Policy (subject to the provision that this Voting Policy is subject to change at any time without notice) or additional information regarding how Lexington has voted any of a Client's securities by contacting:
Thomas Giannetti
c/o Lexington Partners
399 Park Avenue, 20th Floor
New York, NY 10022
Telephone: (212) 754-0411
OR
Jason Kahn
c/o Lexington Partners
399 Park Avenue, 20th Floor
New York, NY 10022
Telephone: (212) 754-0411
Elizabeth Richards
c/o Lexington Partners
399 Park Avenue, 20th Floor
New York, NY 10022
Telephone: (212) 754-0411
| • | Recordkeeping |
Lexington is responsible for maintaining appropriate voting records in connection with the voting of Client securities. These records shall include:
| • | A copy of this Voting Policy and all amendments thereto; |
| • | A copy of each set of voting materials that Lexington receives regarding Client securities, provided that Lexington may rely on proxy statements filed via the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system instead of keeping copies of such proxy statements; |
| • | A record of each vote cast by Lexington on behalf of a Client; |
| • | A copy of any document created by Lexington that was material to its voting decision on behalf of a Client or that memorializes the basis for that decision; |
| • | A copy of each written Client request for information on how Lexington voted the securities on behalf of a Client and a copy of Lexington's written response to all Client requests (written or oral) for such information; and |
| • | A record of any vote cast in conflict with a stated policy, and the rationale therefore. |
The foregoing records will be maintained for such period of time as is required to comply with applicable laws and regulations.
Responsible Party: Compliance and Investment Professionals
PROXY VOTING POLICIES AND PROCEDURES OF FRANKLIN ADVISERS, INC. ("FAV")
RESPONSIBILITY OF THE INVESTMENT MANAGERS TO VOTE PROXIES
Franklin Templeton Investment Solutions, a separate investment group within Franklin Templeton, comprised of investment personnel from the SEC-registered investment advisers listed on Appendix A (hereinafter individually an "Investment Manager" and collectively the "Investment Managers") have delegated the administrative duties with respect to voting proxies for securities to the Franklin Templeton Proxy Group. Proxy duties consist of disseminating proxy materials and analyses of issuers whose stock is owned by any client (including both investment companies and any separate accounts managed by the Investment Managers) that has either delegated proxy voting administrative responsibility to the Investment Managers or has asked for information and/or recommendations on the issues to be voted. The Investment Managers will inform advisory clients that have not delegated the voting responsibility but that have requested voting advice about the Investment Managers' views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of the Investment Managers.
The Proxy Group will process proxy votes on behalf of, and the Investment Managers vote proxies solely in the best interests of, separate account clients, the Investment Managers'-managed investment company shareholders, or shareholders of funds that have appointed Franklin Templeton International Services S.à.r.l. ("FTIS S.à.r.l.") as the Management Company, provided such funds or clients have properly delegated such responsibility in writing, or, where employee benefit plan assets subject to the Employee Retirement Income Security Act of 1974, as amended, are involved ("ERISA accounts"), in the best interests of the plan participants and beneficiaries (collectively, "Advisory Clients"), unless (i) the power to vote has been specifically retained by the named fiduciary in the documents in which the named fiduciary appointed the Investment Managers or (ii) the documents otherwise expressly prohibit the Investment Managers from voting proxies. The Investment Managers recognize that the exercise of voting rights on securities held by ERISA plans for which the Investment Managers have voting responsibility is a fiduciary duty that must be exercised with care, skill, prudence and diligence.
In certain circumstances, Advisory Clients are permitted to direct their votes in a solicitation pursuant to the Investment Management Agreement. An Advisory Client that wishes to direct its vote shall give reasonable prior written notice to the Investment Managers indicating such intention and provide written instructions directing the Investment Managers or the Proxy Group to vote regarding the solicitation. Where such prior written notice is received, the Proxy Group will vote proxies in accordance with such written notification received from the Advisory Client.
The Investment Managers have adopted and implemented Proxy Voting Policies and Procedures ("Proxy Policies") that they believe are reasonably designed to ensure that proxies are voted in the best interest of Advisory Clients in accordance with their fiduciary duties and rule 206(4)-6 under the Investment Advisers Act of 1940. To the extent that the Investment Managers have a subadvisory agreement with an affiliated investment manager (the "Affiliated Subadviser") with respect to a particular Advisory Client, the Investment Managers may delegate proxy voting responsibility to the Affiliated Subadviser. The Investment Managers may also delegate proxy voting responsibility to a subadviser that is not an Affiliated Subadviser in certain limited situations as disclosed to fund shareholders (e.g., where an Investment Manager to a pooled investment vehicle has engaged a subadviser that is not an Affiliated Subadviser to manage all or a portion of the assets).
HOW THE INVESTMENT MANAGERS VOTE PROXIES
Proxy Services
All proxies received by the Proxy Group will be voted based upon the Investment Managers' instructions and/or policies. To assist it in analyzing proxies of equity securities, the Investment Managers subscribe to Institutional Shareholder Services Inc. ("ISS"), an unaffiliated third-party corporate governance research service that provides in-depth analyses of shareholder meeting agendas and vote recommendations. In addition, the Investment Managers subscribe to ISS's Proxy Voting Service and Vote Disclosure Service. These services include receipt of proxy ballots, custodian bank relations, account maintenance, vote execution, ballot reconciliation, vote record maintenance, comprehensive reporting capabilities, and vote disclosure services. Also, the Investment Managers subscribe 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.
* Rule 38a-1 under the Investment Company Act of 1940 ("1940 Act") and Rule 206(4)-7 under the Investment Advisers Act of 1940 ("Advisers Act") (together the "Compliance Rule") require registered investment companies and registered investment advisers to, among other things, adopt and implement written polics an procedures reasonably designed to prevent violations of the federal securities laws ("Compliance Rule Policies and Procedures").
Although analyses provided by ISS, Glass Lewis, 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 Managers do not consider recommendations from a Proxy Service or any third-party to be determinative of the Investment Managers' ultimate decision. Rather, the Investment Managers exercise their independent judgment in making voting decisions. As a matter of policy, the officers, directors and employees of the Investment Managers and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of Advisory Clients.
For ease of reference, the Proxy Policies often refer to all Advisory Clients. However, our processes and practices seek to ensure that proxy voting decisions are suitable for individual Advisory Clients. In some cases, the Investment Managers' evaluation may result in an individual Advisory Client or Investment Manager voting differently, depending upon the nature and objective of the fund or account, the composition of its portfolio, whether the Investment Manager has adopted a specialty or custom voting policy, and other factors.
Conflicts of Interest
All conflicts of interest will be resolved in the best interests of the Advisory Clients. The Investment Managers are affiliates of a large, diverse financial services firm with many affiliates and make their best efforts to mitigate conflicts of interest. However, as a general matter, the Investment Managers take the position that relationships between certain affiliates that do not use the "Franklin Templeton" name ("Independent Affiliates") and an issuer (e.g., an investment management relationship between an issuer and an Independent Affiliate) do not present a conflict of interest for an Investment Manager in voting proxies with respect to such issuer because: (i) the Investment Managers operate as an independent business unit from the Independent Affiliate business units, and (ii) informational barriers exist between the Investment Managers and the Independent Affiliate business units.
Material conflicts of interest could arise in a variety of situations, including as a result of the Investment Managers' or an affiliate's (other than an Independent Affiliate as described above): (i) material business relationship with an issuer or proponent, (ii) direct or indirect pecuniary interest in an issuer or proponent; or (iii) significant personal or family relationship with an issuer or proponent.
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. The Proxy Group gathers and analyzes this information on a best-efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties.
Nonetheless, even though a potential conflict of interest between the Investment Managers or an affiliate (other than an Independent Affiliate as described above) and an issuer may exist: (1) the Investment Managers may vote in opposition to the recommendations of an issuer's management even if contrary to the recommendations of a third-party proxy voting research provider; (2) if management has made no recommendations, the Proxy Group may defer to the voting instructions of the Investment Managers; and (3) with respect to shares held by Franklin Resources, Inc. or its affiliates for their own corporate accounts, such shares may be voted without regard to these conflict procedures.
Otherwise, in situations where a material conflict of interest is identified between the Investment Managers or one of its affiliates (other than Independent Affiliates) and an issuer, the Proxy Group may vote consistent with the voting recommendation of a Proxy Service or send the proxy directly to the relevant Advisory Clients with the Investment Managers' recommendation regarding the vote for approval. To address certain affiliate conflict situations, the Investment Managers will employ pass-through voting or mirror voting when required pursuant to a fund's governing documents or applicable law.
Where the Proxy Group refers a matter to an Advisory Client, it may rely upon the instructions of a representative of the Advisory Client, such as the board of directors or trustees, a committee of the board, or an appointed delegate in the case of a U.S. registered investment company, a conducting officer in the case of a fund that has appointed FTIS S.à.r.l as its Management Company, the Independent Review Committee for Canadian investment funds, or a plan administrator in the case of an employee benefit plan. A quorum of the board of directors or trustees or of a committee of the board can be reached by a majority of members, or a majority of non-recused members. The Proxy Group may determine to vote all shares held by Advisory Clients of the Investment Managers and affiliated Investment Managers (other than Independent Affiliates) in accordance with the instructions of one or more of the Advisory Clients.
The Investment Managers may also decide whether to vote proxies for securities deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting date. The Investment Managers may consider various factors in deciding whether to vote such proxies, including the Investment Managers' long-term view of the issuer's securities for investment, or it may defer the decision to vote to the applicable Advisory Client. The Investment Managers also may be unable to vote, or choose not to vote, a proxy for securities deemed to present a conflict of interest for any of the reasons outlined in the first paragraph of the section of these policies entitled "Proxy Procedures."
Weight Given Management Recommendations
One of the primary factors the Investment Managers consider when determining the desirability of investing in a particular company is the quality and depth of that company's management. Accordingly, the recommendation of management on any issue is a factor that the Investment Managers consider in determining how proxies should be voted. However, the Investment Managers do not consider recommendations from management to be determinative of the Investment Managers' ultimate decision. Each issue is considered on its own merits, and the Investment Managers will not support the position of a company's management in any situation where it determines that the ratification of management's position would adversely affect the investment merits of owning that company's shares.
Engagement with Issuers
The Investment Managers believe that engagement with issuers is important to good corporate governance and to assist in making proxy voting decisions. The Investment Managers 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 Managers may also engage with management on a range of issues throughout the year.
THE PROXY GROUP
The Proxy Group's 'full-time staff members and support staff are devoted to proxy voting administration and oversight and providing support and assistance where needed. On a daily basis, the Proxy Group will review each proxy upon receipt as well as any agendas, materials and recommendations that they receive from a Proxy Service or other sources. The Proxy Group maintains a record of all shareholder meetings that are scheduled for companies whose securities are held by the Investment Managers' managed funds and accounts. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst that follows the security and provide the analyst with the agenda, analyses of one or more Proxy Services, recommendations and any other information provided to the Proxy Group. Except in situations identified as presenting material conflicts of interest, the Investment Managers' research analyst and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, analyses of one or more Proxy Services, proxy statements, their knowledge of the company and any other information publicly available.
In situations where the Investment Managers have not responded with vote recommendations to the Proxy Group by the deadline date, the Proxy Group may vote consistent with the vote recommendations of a Proxy Service. Except in cases where the Proxy Group is voting consistent with the voting recommendation of a Proxy Service, the Proxy Group must obtain voting instructions from the Investment Managers' research analysts, relevant portfolio manager(s), legal counsel and/or the Advisory Client prior to submitting the vote. In the event that an account holds a security that an Investment Manager did not purchase on its behalf, and the Investment Manager does not normally consider the security as a potential investment for other accounts, the Proxy Group may vote consistent with the voting recommendations of a Proxy Service or take no action on the meeting.
PROXY ADMINISTRATION PROCEDURES
Situations Where Proxies Are Not Voted
The Proxy Group is fully cognizant of its responsibility to process proxies and maintain proxy records as may be required by relevant rules and regulations. In addition, the Investment Managers understand their fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings. Therefore, the Investment Managers will generally attempt to process every proxy they receive for all domestic and foreign securities.
However, there may be situations in which the Investment Managers 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 an 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 Managers held shares on the record date but has sold them prior to the meeting date; (vii) the Advisory Client held shares on the record date, but the Advisory Client closed the account prior to the meeting date; (viii) a proxy voting service is not offered by the custodian in the market; (ix) due to either system error or human error, the Investment Managers' intended vote is not correctly submitted; (x) the Investment Managers believe it is not in the best interest of the Advisory Client to vote the proxy for any other reason not enumerated herein; or (xi) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person.
Rejected Votes
Even if the Investment Managers use reasonable efforts to vote a proxy on behalf of their Advisory Clients, 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 Managers do not have sufficient notice; or (c) the exercise by the issuer of its discretion to reject the vote of the Investment Managers. 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 issuer's agent.
Securities on Loan
The Investment Managers or their affiliates may, on behalf of one or more of the proprietary registered investment companies advised by the Investment Managers or their affiliates, make efforts to recall any security on loan where the Investment Manager or its affiliates (a) learn of a vote on an event that may materially 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. The ability to timely recall shares is not entirely within the control of the Investment Managers. Under certain circumstances, the recall of shares in time for such shares to be voted may not be possible due to applicable proxy voting record dates or other administrative considerations.
Split Voting
There may be instances in certain non-U.S. markets where split voting is not allowed. Split voting occurs when a position held within an account is voted in accordance with two differing instructions. Some markets and/or issuers only allow voting on an entire position and do not accept split voting. In certain cases, when more than one Franklin Templeton investment manager has accounts holding shares of an issuer that are held in an omnibus structure, the Proxy Group will seek direction from an appropriate representative of the Advisory Client with multiple Investment Managers (such as a conducting officer of the Management Company in the case of a SICAV), or the Proxy Group will submit the vote based on the voting instructions provided by the Investment Manager with accounts holding the greatest number of shares of the security within the omnibus structure.
Bundled Items
If several issues are bundled together in a single voting item, the Investment Managers will assess the total benefit to shareholders and the extent that such issues should be subject to separate voting proposals.
PROCEDURES FOR MEETINGS INVOLVING FIXED INCOME SECURITIES & PRIVATELY HELD ISSUERS
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 Managers for each account or fund involved. If the Proxy Group does not receive voting instructions from the Investment Managers, the Proxy Group will take no action on the event. The Investment Managers 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."
In the rare instance where there is a vote for a privately held issuer, the decision will generally be made by the relevant portfolio managers or research analysts.
The Proxy Group will monitor such meetings involving fixed income securities or privately held issuers for conflicts of interest in accordance with these procedures. If a fixed income or privately held issuer is flagged as a potential conflict of interest, the Investment Managers may nonetheless vote as it deems in the best interests of its Advisory Clients. The Investment Managers will report such decisions on an annual basis to Advisory Clients as may be required.
Appendix A
These Proxy Policies apply to accounts managed by personnel within Franklin Templeton Investment Solutions, which includes the following Investment Managers:
Franklin Advisers, Inc. (FAV)
Franklin
Advisory
Services, LLC
(FASL) Franklin
Mutual Advisers
LLC (FMA)
Franklin Templeton Investments Corp. (FTIC)
Franklin Templeton Investment
Management Limited (FTIML) Templeton
Asset Management Ltd. (TAML)
The following Proxy Policies apply to FAV, FMA, FTIC, FTIML, and TAML only:
HOW THE INVESTMENT MANAGERS VOTE PROXIES
Proxy Services
Certain of the Investment Managers' separate accounts or funds (or a portion thereof) are included under Franklin Templeton Investment Solutions ("FTIS"), a separate investment group within Franklin Templeton, and employ a quantitative strategy.
For such accounts, FTIS's proprietary methodologies rely on a combination of quantitative, qualitative, and behavioral analysis rather than fundamental security research and analyst coverage that an actively managed portfolio would ordinarily employ.
Accordingly, absent client direction, in light of the high number of positions held by such accounts and the considerable time and effort that would be required to review proxy statements and ISS or Glass Lewis recommendations, the Investment Manager may review ISS's guidelines'' or Glass Lewis's US guidelines (the "ISS and Glass Lewis Proxy Voting Guidelines") and determine, consistent with the best interest of its clients, to provide standing instructions to the Proxy Group to vote proxies according to the recommendations of ISS or Glass Lewis.
In addition, the Investment Managers may request in-house voting research from Franklin Templeton's Stewardship Team (FT Stewardship). FT Stewardship provides customized research on specific corporate governance issues that is tailored to the investment manager and corporate engagement undertaken. This research may include opinions on voting decisions; however, there is no obligation or inference for the investment manager to formally vote in line with these opinions. This research supports the independent vote decision making process, and may reduce reliance on third-party advice for certain votes.
The Investment Manager, however, retains the ability to vote a proxy differently than ISS or Glass Lewis recommends if the Investment Manager determines that it would be in the best interests of Advisory Clients.
The following Proxy Policies apply to FASL only:
HOW THE INVESTMENT MANAGERS VOTE PROXIES
Proxy Services
Passively managed exchange traded funds (collectively, "ETFs"), seek to track a particular securities index. As a result, each ETF may hold the securities of hundreds of issuers. Because the primary criteria for determining whether a security should be included (or continued to be included) in an ETF's investment portfolio is whether such security is a representative component of the securities index that the ETF is seeking to track, the ETFs do not require the fundamental security research and analyst coverage that an actively managed portfolio would require. Accordingly, in light of the high number of positions held by an ETF and the considerable time and effort that would be required to review proxy statements and ISS or Glass Lewis recommendations, the Investment Manager may review ISS's guidelines'' or Glass Lewis's US guidelines (the "ISS and Glass Lewis Proxy Voting Guidelines") and determine, consistent with the best interest of its clients, to provide standing instructions to the Proxy Group to vote.
proxies according to the recommendations of ISS or Glass Lewis rather than analyze each individual proxy vote. Permitting the Investment Manager of the ETFs to defer its judgment for voting on a proxy to the recommendations of ISS or Glass Lewis may result in a proxy related to the securities of a particular issuer held by an ETF being voted differently from the same proxy that is voted on by other funds managed by the Investment Managers.
In addition, the investment managers may request in-house voting research from Franklin Templeton's Stewardship Team (FT Stewardship). FT Stewardship provides customized research on specific corporate governance issues that is tailored to the investment manager and corporate engagement undertaken. This research may include opinions on voting decisions; however, there is no obligation or inference for the investment manager to formally vote in line with these opinions. This research supports the independent vote decision making process, and may reduce reliance on third-party advice for certain votes.
The following Proxy Policies apply to FTIC, FTIML, and TAML only:
HOW THE INVESTMENT MANAGERS VOTE PROXIES
Proxy Services
For accounts managed by the Templeton Global Equity Group ("TGEG"), in making voting decisions, the Investment Manager may consider Glass Lewis's Proxy Voting Guidelines, ISS's Policies' and TGEG's custom sustainability guidelines, where appropriate.
The following Proxy Policies apply to FTIC only:
RESPONSIBILITY OF THE INVESTMENT MANAGERS TO VOTE PROXIES
To the extent that the Investment Manager has a subadvisory agreement with an affiliated investment manager (the "Affiliated Subadviser") with respect to a particular Advisory Client or the Investment Manager chooses securities for an Advisory Client's portfolios that are recommended by an Affiliated Subadviser, the Investment Manager may delegate proxy voting responsibility to the Affiliated Subadviser or vote proxies in accordance with the Affiliated Subadviser's recommendations.
| ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
(a)(1): As of the date of filing this report:
|
NAME AND ADDRESS |
LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
||
|
Wilson S. Warren Lexington 399 Park Avenue New York, NY, 10022 |
Since 2024 |
Responsible for the day-to-day management with other members of the Fund's portfolio management team; Partner and President of Lexington. Mr. Warren is primarily engaged in the management of Lexington and oversight for the secondary and co-investment funds. He is a member of Lexington's Operating Committee. Prior to becoming President in 2018, Mr. Warren was responsible for the origination and evaluation of secondary purchases of private equity and alternative investments and the monitoring of Lexington's U.S. secondary investments and has been employed more than 5 years with Lexington. |
||
|
Clark D. Peterson Lexington 399 Park Avenue New York, NY, 10022 |
Since 2024 |
Responsible for the day-to-day management with other members of the Fund's portfolio management team; Partner of Lexington. Mr. Peterson is primarily engaged in the origination and evaluation of secondary purchases of private equity and alternative investments; and has been employed for more than 5 years with Lexington. | ||
|
Taylor T. Robinson Lexington 399 Park Avenue New York, NY, 10022 |
Since 2024 |
Responsible for the day-to-day management with other members of the Fund's portfolio management team; Partner of Lexington. Mr. Robinson is primarily engaged in the origination and evaluation of secondary purchases of private equity and alternative investments; and has been employed for more than 5 years with Lexington. | ||
|
Peter A. Grape Lexington 399 Park Avenue New York, NY, 10022 |
Since 2024 |
Responsible for the day-to-day management with other members of the Fund's portfolio management team; Partner of Lexington. Mr. Grape is primarily engaged in the origination and evaluation of secondary purchases of private equity and alternative investments; and has been employed for more than 5 years with Lexington. | ||
|
Omar Jabri Lexington 399 Park Avenue New York, NY, 10022 |
Since 2024 | Responsible for the day-to-day management with other members of the Fund's portfolio management team; Partner of Lexington. Mr. Jabri is primarily engaged in the origination and evaluation of secondary purchases of private equity and alternative investments; and has been employed for more than 5 years with Lexington. | ||
|
Berkeley Belknap* Franklin Advisers, Inc. One Franklin Parkway San Mateo, CA 94403-1906 |
Since 2024 |
Responsible for the day-to-day management with other members of the Fund's portfolio management team; Portfolio manager for asset allocation strategies and the head of US Advisory portfolio management for Franklin Templeton Investment Solutions; and has been employed for more than 5 years with Franklin Advisers, Inc. | ||
|
Peter Blue Franklin Advisers, Inc. One Franklin Parkway San Mateo, CA 94403-1906 |
Since 2024 |
Responsible for the day-to-day management with other members of the Fund's portfolio management team; Head of Alternatives Solutions for Franklin Templeton Investment Solutions; Mr. Blue is responsible for the development and implementation of multi-asset alternatives capabilities for the Franklin Templeton Investment Solutions team; and has been employed for more than 5 years with Franklin Advisers, Inc. |
||
|
Laura Green, CFA* Franklin Advisers, Inc. One Franklin Parkway San Mateo, CA 94403-1906 |
Since 2026 |
Responsible for the day-to-day management with other members of the Fund's portfolio management team; Portfolio Manager of FAV and joined Franklin Templeton in 2010c. |
* Effective June 1, 2026, Ms. Green will replace Ms. Belknap on the portfolio management team from FAV.
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund's investment professionals for the fund. Unless noted otherwise, all information is provided as of March 31, 2026.
Other Accounts Managed by Investment Professionals
The table below identifies the number of accounts (other than the fund) for which the fund's investment professionals have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
| Portfolio Manager | Type of Account |
Number of Accounts Managed‡ |
Total Assets Managed ($ millions)‡ |
Number of Accounts Managed for which an Advisory Fee is Charged‡ |
Assets Managed for which Advisory Fee is Performance- Based ($ millions)‡ |
|||||
| Wilson S. Warren | Other Registered Investment Companies | 0 | $0 | 0 | $0 | |||||
| Other Pooled Vehicles | 98 | $68,826 | 46 | $61,160 | ||||||
| Other Accounts | 0 | $0 | 0 | 0 | ||||||
| Clark D. Peterson | Other Registered Investment Companies | 0 | $0 | 0 | $0 | |||||
| Other Pooled Vehicles | 98 | $68,826 | 46 | $61,160 | ||||||
| Other Accounts | 0 | 0 | 0 | 0 | ||||||
| Taylor T. Robinson | Other Registered Investment Companies | 0 | $0 | 0 | $0 | |||||
| Other Pooled Vehicles | 98 | $68,826 | 46 | $61,160 | ||||||
| Other Accounts | 0 | $0 | 0 | 0 | ||||||
| Peter A. Grape | Other Registered Investment Companies | 0 | $0 | 0 | $0 | |||||
| Other Pooled Vehicles | 98 | $68,826 | 46 | $61,160 | ||||||
| Other Accounts | 0 | $0 | 0 | 0 | ||||||
| Omar Jabri | Other Registered Investment Companies | 0 | $0 | 0 | $0 | |||||
| Other Pooled Vehicles | 30 | $14,027 | 24 | $13,313 | ||||||
| Other Accounts | 0 | 0 | 0 | 0 |
| ‡ | Funds and Assets under management are based on (i) the number of Lexington secondary funds and Lexington co-investment funds and (ii) the sum of reported value and unfunded commitments as of December 31, 2025 (based on underlying investment values of as September 30, 2025 for secondary funds and based on underlying investment values of as September 30, 2025 for CIP funds), respectively. |
| Portfolio Manager | Type of Account |
Number of Accounts Managed |
Total Assets Managed ($ millions) |
Number of Accounts Managed for which an Advisory Fee is Charged |
Assets Managed for which Advisory Fee is Performance- Based ($ millions) |
|||||
| Berkeley Belknap* | Other Registered Investment Companies | 22 | $8,098.5 | 0 | $0 | |||||
| Other Pooled Vehicles | 47 | $9,023.8 | 0 | 0 | ||||||
| Other Accounts | 121 | $3,066.1 | 1 | 0.16 | ||||||
| Peter Blue | Other Registered Investment Companies | 0 | 0 | 0 | 0 | |||||
| Other Pooled Vehicles | 1 | $.05 | 0 | 0 | ||||||
| Other Accounts | 0 | 0 | 0 | 0 | ||||||
| Laura Green, CFA* | Other Registered Investment Companies | 17 | $13,332.9 | 0 | 0 | |||||
| Other Pooled Vehicles | 28 | $6,469.6 | 0 | 0 | ||||||
| Other Accounts | 256 | $5,405.4 | 2 | $77.2 |
* Effective June 1, 2026, Ms. Green will replace Ms. Belknap on the portfolio management team from FAV.
(a)(3): Portfolio Manager Compensation (As of March 31, 2026):
Conflicts of Interest
Actual, potential, or apparent conflicts of interest may arise as a result of the relationships between Lexington and its affiliates on the one hand and the Fund and the Shareholders on the other. As Lexington's business continues to evolve over time, it can be expected that Lexington and its affiliates and Lexington personnel would in the future engage in activities that result in conflicts of interest not addressed below. If any matter arises that Lexington and its affiliates determine in their good faith judgment may constitute an actual or potential conflict of interest, Lexington and its affiliates have the authority to take such actions as they determine in good faith to be necessary or appropriate to address the conflict and, upon taking such actions, Lexington and its affiliates will be relieved of any liability for such conflict to the fullest extent permitted by law and will be deemed to have satisfied their fiduciary duties related thereto to the fullest extent permitted by law. There can be no assurance that Lexington will resolve all conflicts of interest in a manner that is favorable to the Fund. The following discussion enumerates certain potential conflicts of interest.
Incentive Fee. The existence of Lexington's incentive fee may create an incentive for Lexington to make riskier or more speculative investments on behalf of the Fund than would be the case in the absence of this arrangement.
In addition, the manner in which Lexington's or, since Lexington generally does not control the timing of dispositions of underlying investments by Portfolio Funds, an underlying investment manager's, entitlement to incentive fees is determined may result in a conflict between its interests and the interests of the Fund or Shareholders with respect to the sequence and timing of disposals of investments. For example, the ultimate beneficial owners of Lexington or such underlying investment manager are generally subject to U.S. federal and local income tax (unlike certain of the Shareholders). Accordingly, Lexington or such underlying investment manager may be incentivized to operate the Fund or a Portfolio Fund, as applicable, including to hold and/or sell investments, in a manner that takes into account the tax treatment of its incentive fee.
Allocation of Investment Opportunities with Other Vehicles and Conflicting Fiduciary Duties to Other Collective Investment Vehicles and Managed Accounts. Lexington is, from time to time, presented with investment opportunities that fall within the investment objectives of the Fund and other Lexington investment funds and/or managed accounts, and in such circumstances, Lexington will allocate such opportunities among the Fund and such other Lexington funds and/or managed accounts on a basis that Lexington reasonably determines in good faith to be fair and reasonable taking into account the sourcing of the transaction, the nature of the investment focus of each Lexington fund and managed account and applicable investment limitations and investment periods, the relative amounts of capital available for investment, the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals for the Fund and each such other Lexington fund or managed account, the governing agreements of each of the Fund and such other Lexington fund or managed account, and other considerations deemed relevant by Lexington in good faith. Other Lexington funds (including any managed account (or similar arrangement structured through an entity) formed to invest a majority of its capital alongside the Fund or other Lexington investment funds and/or managed accounts (each such managed account (or similar arrangement), a "Special Account") and co-investment vehicles) will have different economic terms than the Fund (which could be more or less favorable to Lexington and its affiliates) or no fees or carry, which may incentivize Lexington and its affiliates to allocate investment opportunities (in whole or in part) to or away from the Fund. Moreover, Lexington has no obligation to allocate investment opportunities to the Fund that are within the investment objectives of other Lexington funds or accounts (including such funds and accounts that are not yet in existence) the primary objective of which is participating in "Sponsor Solutions" or acquiring interests in certain specified industries, sectors or geographies, and such Lexington funds or accounts may be allocated such investments. For the avoidance of doubt, notwithstanding the primary objectives of such funds or accounts, such vehicles will likely be established with the purpose of investing a portion of their capital in secondary investments generally, similar to the Fund, and investment opportunities within such a vehicle's objective (even if such opportunities do not consist solely of Portfolio Funds within, for example, the industry for which such vehicle was primarily established) may be allocated, in whole or in part, to such vehicle in lieu of or alongside the Fund. Lexington or its affiliates may in the future form one or more vehicles with investment objectives of the type described above, and as of the date hereof, Lexington is considering, during the Fund's Investment Period, forming separate investment vehicles with the primary objectives of participating in "Sponsor Solutions" and acquiring interests in venture capital funds, acquiring interests in investment funds established in and/or focusing on investments in Latin America, acquiring interests in real estate funds and acquiring interests in credit funds, respectively. Therefore, the Fund may not always be allocated any portion of certain investment opportunities that would otherwise have been allocated to the Fund. In determining compliance with the Fund's investment limitations, any fees and expenses that are not included in the Fund's commitment to a Portfolio Fund, as well as any amounts required to be re-invested or are otherwise "recycled" pursuant to the terms of the governing agreement of any Portfolio Fund, shall be disregarded, and Lexington may discount amounts committed to a Portfolio Fund to the extent that Lexington does not believe, in its discretion, such amounts will actually be called by the underlying fund.
There can be no assurances with respect to the amount of any investment opportunity that will be allocated to the Fund. Lexington will determine the "available capital" of the Fund, Special Accounts, co-investment vehicles and other Lexington funds or accounts in good faith, based on methodologies it deems appropriate, and which are subject to change from time to time, and which may result in the Fund receiving a greater or lesser portion of Portfolio Funds than would be the case under other methodologies, and such methodologies may be impacted by the use (or lack of use) of a credit facility by the Fund, Special Accounts, co-investment vehicles and other Lexington funds and accounts. Lexington expects to determine "available capital" from time to time based in part on the Fund's "net commitments" to Portfolio Funds (i.e., the commitments of the Fund to Portfolio Funds, less projected proceeds from Portfolio Funds that Lexington expects at such time to ultimately receive and utilize to cover credit facility obligations or obligations to Portfolio Funds). Lexington may adjust such expectations from time to time, and such expectations may ultimately be incorrect (or such projected proceeds may ultimately never be received, in whole or in part).
As a result of opportunities available in the market and other considerations, other Lexington funds may primarily make investments that overlap with those targeted by the Fund, which may result in the Fund participating in certain investment opportunities to a lesser extent than would otherwise be the case (or not at all). Lexington and its affiliates may consider any transaction or series of related transactions as a whole when allocating investment opportunities between the Fund and other Lexington funds, and therefore Portfolio Funds that are otherwise appropriate for the Fund to invest in may be allocated in whole or in part to other Lexington funds, or allocation decisions may be based on the individual Portfolio Funds within an investment opportunity (and allocated, for example, among the Fund and other Lexington funds on a non-pro rata basis as determined by Lexington in good faith).
For purposes of investments that Lexington intends to make (or hold, if applicable) at the same time and on the same terms by the Fund, Special Accounts, co-investment vehicles (including committed co-investment vehicles) or any other Lexington funds, Lexington looks to the underlying instrument in which an investment is made (for example, the price thereof), and not any leverage that the Fund, Special Accounts, co-investment vehicles or any other Lexington fund may have applied with respect to such investment at any level. It is likely that the Fund will seek to use leverage for an investment as to which Special Accounts, co-investment vehicles or other Lexington funds, as applicable, do not seek to do so (e.g., due to the availability of a credit facility (or lack thereof)). As a result of the foregoing, the terms of the Fund's Portfolio Funds and the investment performance thereof may ultimately be materially different than the same with respect to Special Accounts, co-investment vehicles (including committed co-investment vehicles) or any other Lexington funds.
Prospective investors should note that Lexington may from time to time, in consideration of the elements or dynamics of a particular transaction or series of transactions, determine in its sole discretion that it believes it is appropriate to involve one or more consortium partners and in such event may do so notwithstanding the foregoing allocation provisions. Consortium partners may include third parties, members of an investment's or sponsor's management teams, investors in Lexington's managed accounts, or Shareholders. Consortium partners typically will invest alongside the Fund directly into an investment and not through a Lexington fund (but may participate through a Lexington-controlled holding vehicle). The allocation of investment opportunities to consortium partners may result in fewer co-investment opportunities (or reduced allocations) being made available to the Shareholders.
The Fund is expected to be given the opportunity by underlying managers from time to time in connection with existing investments to "roll over" its interest(s) to new investment vehicles.
Co-Investments; Syndication. Prospective investors should note that Lexington reserves the right to offer co-investment opportunities in its sole discretion, is not expected to offer co-investment with respect to all Fund investments and may allocate any such opportunities in its sole discretion to, inter alia , Shareholders, other Lexington funds, investors in other Lexington funds or third parties, including for example, on the basis of the size of investor commitments or relationships with Lexington funds, vehicles and accounts or Lexington as a firm. Prospective investors should note as well that Lexington expects to form committed co-investment vehicles for certain Shareholders, investors in managed accounts or others, and certain of such vehicles will likely receive priority in co-investing alongside the Fund in investment opportunities that Lexington has determined in good faith exceed prudent diversification levels for the Fund, which will reduce the co-investment opportunities available and allocated to other investors. In addition, for the avoidance of doubt, Lexington may permit co-investors and co-investment vehicles to participate in only a portion of the Portfolio Funds that form part of a single transaction. For example, in certain cases, co-investors may not participate in one or more "stapled" Primary Funds that the Fund invests in, in connection with its investment in Secondary Funds in which certain co-investors participate, or in specific categories or types of investment funds that form part of a single ransaction in which the Fund participates. Lexington will offer opportunities to invest in committed co-investment vehicles to investors in its sole discretion. The foregoing also applies to any co-investment commitments (whether discretionary or otherwise) by a Special Account investor that are made to such investor's Special Account as a separate "pool" of capital, as opposed to a separate co-investment vehicle. The ability for a Shareholder to participate in such committed co-investment vehicles will be determined by Lexington in its sole discretion. For the avoidance of doubt, co-invest vehicles investing alongside the Fund (including committed co-investment vehicles) may from time to time be allocated a majority of any investment opportunity allocated thereto, alongside the Fund.
Business Benefits. Prospective investors should note that Lexington and its affiliates from time to time engage in transactions with prospective and actual investors (including Shareholders) that entail business benefits to such investors. Such transactions may be entered into prior to or coincident with an investor's admission to the Fund or during the term of their investment. The nature of such transactions can be diverse and may include benefits relating to the Fund, other Lexington funds and their respective portfolio investments. For example, Lexington may consider such business benefits when allocating co-investment opportunities.
Lexington may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. Lexington also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.
Portfolio Manager Compensation
Lexington
Lexington's investment professionals receive a base salary, benefits, and discretionary bonus linked to the professional's and Lexington's performance for the year. Lexington's compensation packages of salary, benefits, and bonus are competitive with the compensation levels of other private equity sponsors.
Lexington also typically allocates carried interest participation in its funds to investment professionals.
FAV
Investment personnel compensation consists of the following three elements:
• Base salary: All investment personnel are paid a base salary.
• Annual bonus: Annual bonuses are structured to align the interests of the investment personnel with those of our clients. Investment personnel are eligible to receive an annual bonus. Bonuses generally are split between cash, restricted shares of Franklin Resources, Inc. stock, and / or mutual fund units. The deferred equity-based compensation is structured to create a vested interest of the investment personnel in the financial performance of both Franklin Resources, Inc. and the mutual funds they advise, if applicable. The bonus plan seeks to provide a competitive level of annual bonus compensation, commensurate with the investment personnel's consistently strong investment performance. In accordance with Franklin Templeton guidelines, the Chief Investment Officer and/or other officers of the investment personnel who also bear responsibility for the account, have discretion in the granting of annual bonuses. The following factors are generally considered when determining bonuses:
o Investment performance. Primary consideration is given to historical investment performance over the one, three, and five preceding years of all accounts managed by the investment personnel, if applicable. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark, as appropriate.
o Non-investment performance. The more qualitative contributions of an investment professional to the company's business and the investment management team, including professional knowledge, productivity, responsiveness to client needs, and communication, are evaluated in determining the amount of any bonus award.
o Responsibilities. The characteristics and complexity of accounts managed by the investment personnel are factored in the manager's appraisal.
o Research. Where the portfolio management team also has research responsibilities, each is evaluated on productivity and quality of recommendations over time.
• Additional long-term, equity-based compensation: Investment personnel may also be awarded restricted shares or units of Franklin Resources stock or restricted shares or units of one or more mutual funds. Vesting of such deferred equity-based compensation awards is time-based over three years.
Additionally, in some instances as applicable to specific fund types and asset classes, we offer investment professionals (employees that can affect investment performance) the opportunity to share in the carried interest/ performance fee revenues earned by the firm in the form of carried interest or performance fee sharing plans/agreements.
Investment personnel also participate in benefit plans and programs available generally to all employees of the investment manager.
(a)(4): Portfolio Manager Securities Ownership
The table below identifies the dollar range of securities beneficially owned by each investment professional as of March 31, 2026.
|
Portfolio Manager(s) |
Dollar Range of Portfolio Securities Beneficially Owned |
|
| Wilson S. Warren | A | |
| Clark D. Peterson | A | |
| Taylor T. Robinson | A | |
| Peter A. Grape | A | |
| Omar Jabri | A | |
|
Berkeley Belknap* Peter Blue |
A A |
|
| Laura Green, CFA* | A |
* Effective June 1, 2026, Ms. Green will replace Ms. Belknap on the portfolio management team from FAV.
Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million
| ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
| ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein.
| ITEM 16. | CONTROLS AND PROCEDURES. |
| (a) | The Registrants acknowledge the Staff's comment. In future filings on Form N-CSR, the certifications required by Rule 30a-2 and Item 19(a)(3) will include the designations "principal executive officer" and "principal financial officer" in the signature blocks, reflecting the capacity in which each signatory executes the certification, in conformity with the language of the Rule and Form N-CSR. The Registrants may also include each signatory's actual title with respect to the Funds alongside the required designation. |
| (b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected or are likely to materially affect the Registrant's internal control over financial reporting. |
| ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| ITEM 19. | EXHIBITS. |
Exhibit 99.CODE ETH
Exhibit 99.CERT
Exhibit 99.906CERT
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, there unto duly authorized.
| Franklin Lexington Private Markets Fund | ||
| By: | /s/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer | ||
| Date: | June 03, 2026 | |
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/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer | ||
| Date: | June 03, 2026 | |
| By: | /s/ Christopher Berarducci | |
| Christopher Berarducci | ||
| Principal Financial Officer | ||
| Date: | June 03, 2026 |