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Who is eligible to vote? Each share of record is entitled to one vote and a proportionate fractional vote for each fractional share on each matter presented at the Meeting. On what perosnals am I being asked to vote? You are being asked to vote on five Proposals: 1.

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The election of four Trustees of the Fund; 2. To approve an amended fundamental investment restriction regarding investments in commodities; 3.

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To approve an amended fundamental investment restriction regarding lending; 4. The Trustees unanimously recommend that you vote: 1. FOR the election of four Trustees of the Fund; 2. FOR the approval of an amended fundamental investment restriction regarding investments in commodities; 3. FOR the approval of an amended fundamental investment restriction regarding lending; 4. forh

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How do I ensure that my vote is accurately recorded? Lauddrdale may attend the Meeting and vote in person or you may complete and return the enclosed proxy card.

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If you are eligible to vote by telephone or through the Internet, instructions fortt enclosed. Proxy cards that are properly ed, dated and received at or prior to the Meeting will be voted as specified. If you specify a vote on all Proposals, your proxy will be voted as you indicate. May I revoke my proxy?

You may revoke your proxy at any time before it is voted by forwarding a written revocation or a later-dated proxy to the Fund that is received by the Fund at or prior to the Meeting, or by attending the Meeting and voting in person. What if my shares are held perwonals a brokerage ?

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Also, in order to revoke your proxy, you may need to forward your written revocation or a later-dated proxy card or voting instruction form to your broker rather than to forrt Fund. May I attend the Meeting in Person? Seating is limited. Shareholders without proof of ownership and identification will not be admitted. Holiday ChairpersonJ.

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Michael Luttig and Larry D. The Nominating Committee has not adopted any specific policy on the issue of diversity, but will take this intoamong other factors, in its consideration of new candidates to the Board. Such individuals are evaluated based upon the criteria described above.

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To date, the Nominating Committee has been able to identify, and expects to continue to be able to identify, from its own resources an ample of qualified candidates. The Nominating Committee may amend these procedures from time to time, including the procedures relating to the evaluation of nominees and the process for submitting recommendations to the Nominating Committee.

The Board has adopted and approved a formal written charter for the Nominating Committee.

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A copy of the charter is attached as Exhibit A to this proxy statement. Who are the nominees and Trustees? The Board is divided into three classes. Each class has a term of three years.

Each year, the term of office of one class expires. Niemiec, Larry D. Thompson and Robert E. These individuals have been nominated for three-year terms, lauderdxle to expire at the 3 Annual Meeting of Shareholders. These terms continue, however, until their successors are duly elected and qualified. All of the nominees are currently members of the Board and deemed to be Independent Trustees.

In addition, all of the current nominees and Trustees are also directors or trustees of other investment companies within the Franklin Templeton Investments fund complex.

Resources is a publicly owned holding company, a principal stockholder of which is Rupert H. Johnson, Jr. The shares deemed to be beneficially owned by Rupert H. Resources, a global investment management organization operating as Franklin Laudwrdale Investments, is primarily engaged, through various subsidiaries, in providing investment management, share distribution, transfer agent and administrative services to a family of investment companies. Rupert H.

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Johnson, a Trustee of the Fund. There are no other family relationships among the Trustees or nominees for Trustee.

Each nominee currently is available and has consented to serve if elected. If any of the nominees should become unavailable, the deated proxy holders will vote in their discretion nysx another person or persons who may be nominated to serve as Trustees. As indicated, Harris J. Thompson and Edith E. Holiday each have legal backgrounds, including high level legal positions with departments of the U.

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Government; David W. Niemiec has served as a chief financial officer of a major corporation; Ann Torre Bates has served as a chief financial officer of a major corporation and as a board member of a of public companies; J. Tseretopoulos has professional and executive experience as founder and Chief of Staff of a hospital; Mary C. Choksi has an extensive background in asset management, including founding an investment management firm; and Rupert H.

Johnson are both high ranking executive officers of Resources. Listed below with the business activities of the nominees lauuderdale Trustees are their names and years of birth, their positions and length of service with the Fund and the of portfolios in the Franklin Templeton Investments fund complex that they oversee.

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