[SCHEDULE 13D/A] FRANKLIN RESOURCES INC SEC Filing

Rhea-AI Filing Summary

Franklin Resources, Inc. and affiliates report beneficial ownership of 23,532,745 Class I shares of Clarion Partners Real Estate Income Fund Inc., representing 30.4% of the 77,427,242 outstanding Class I shares as of September 19, 2025. The position includes 13,395,273 shares held in a Franklin corporate account and 10,137,471 shares held for fiduciary accounts managed by Franklin's investment management subsidiaries, including a fund managed by Franklin Advisers, Inc.

The filing states the shares were acquired for investment and to facilitate the issuer's commercial real estate investment activities. Recent open-market purchases on Nasdaq for fiduciary accounts are listed (small, dated trades in July–September 2025) and the issuer completed a repurchase through a tender offer of 1,519,097 shares at $11.52 per share on July 30, 2025. No current plans or proposals for control, business combination or disposition are disclosed.

Positive

• Material, transparent disclosure of beneficial ownership totaling 23,532,745 shares (30.4%) with breakdown by account type
• Clear investment purpose stated: acquired for investment and to facilitate the issuer's commercial real estate investments
• Transaction-level detail provided for recent open-market purchases and a repurchase via tender offer (1,519,097 shares at $11.52)

Negative

• Significant ownership concentration at 30.4% of Class I shares, which is material to investor voting and liquidity dynamics
• Filing disclaims group status and pecuniary interest, but substantial cross-entity holdings and delegated voting arrangements could raise attribution questions for some investors

Insights

Financial Analyst

TL;DR: Franklin Resources discloses a sizeable, long-held investment: 23.53 million shares (30.4%) with transactional detail and investment intent.

FRI's reported 30.4% beneficial ownership is material and may influence liquidity and voting dynamics for Clarion Partners Real Estate Income Fund Inc. The filing clarifies the composition of holdings (corporate account vs. fiduciary accounts) and provides recent trade-level transparency for fiduciary purchases. The March 12, 2021 transfers from Legg Mason and the July 30, 2025 tender offer repurchase of 1,519,097 shares at $11.52 are explicit events that affect outstanding shares and reported percentages. The stated investment purpose is non-hostile and framed as passive/investment-oriented, with no present plans for control transactions disclosed.

Corporate Governance Expert

TL;DR: The filing documents a significant concentrated stake but disclaims group formation and control plans.

The Schedule 13D/A identifies reporting persons, governance relationships, and reliance on SEC guidance for beneficial-ownership aggregation. FRI and affiliates disclaim a pecuniary interest and assert they are not a "group" under Rule 13d-5. The statement of no current plans under Item 4 indicates no disclosed proposals to change management, structure, or governance at this time. The limited power of attorney and joint-filing agreement establish delegated reporting arrangements and internal controls for filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 22)

CLARION PARTNERS REAL ESTATE INCOME FUND INC.

(Name of Issuer)

CLASS I SHARES OF COMMON STOCK $.001 PAR VALUE PER SHARE

(Title of Class of Securities)

180567406

(CUSIP Number)

Thomas C. Merchant
One Franklin Parkway,
San Mateo, CA, 94403
800-632-2350

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/19/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 180567406

1

Name of reporting person

Franklin Resources, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 23,532,745.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 22,872,325.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

23,532,745.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

30.4 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

1. Consists of 13,395,273 Class I Shares of Common Stock held in a Franklin Resources, Inc. corporate account and 10,137,471 held for the benefit of fiduciary accounts managed by Franklin Resources Inc.'s investment management subsidiaries, including a fund managed by Franklin Advisers, Inc. 2. Percentage represents the current beneficial ownership percentage that Franklin Resources, Inc. and its investment management subsidiaries may be deemed to beneficially own based upon 77,427,242 Class I Shares of Common Stock outstanding as of September 19, 2025. Class I Shares of Common Stock were initially transferred to Franklin Resources, Inc. for no consideration from Legg Mason, Inc. on March 12, 2021.

SCHEDULE 13D

CUSIP No. 180567406

1

Name of reporting person

Charles B. Johnson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP No. 180567406

1

Name of reporting person

Rupert H. Johnson, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP No. 180567406

1

Name of reporting person

Franklin Advisers, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,867,833.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,867,833.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,867,833.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.2 %

14

Type of Reporting Person (See Instructions)

CO, IA

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: CLASS I SHARES OF COMMON STOCK $.001 PAR VALUE PER SHARE
(b)	Name of Issuer: CLARION PARTNERS REAL ESTATE INCOME FUND INC.
(c)	Address of Issuer's Principal Executive Offices: 620 8th Avenue, 47th Floor, New York, NEW YORK , 10018.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Franklin Resources, Inc., a Delaware corporation ("FRI"), Charles B. Johnson ("C. Johnson"), Rupert H. Johnson, Jr. ("R. Johnson, Jr."), and Franklin Advisers, Inc., a California corporation ("FAV", and together with FRI, C. Johnson and R. Johnson, Jr., the "Reporting Persons"). FAV is a direct wholly-owned subsidiary of FRI. C. Johnson and R. Johnson, Jr. are the principal stockholders of FRI. R. Johnson, Jr. is also the Vice Chairman of FRI and C. Johnson is an Executive Consultant to FRI. C. Johnson and R. Johnson, Jr. are citizens of the United States.
(b)	The address of the principal business office of each of the Reporting Persons is One Franklin Parkway, San Mateo, California 94403-1906. The directors and principal executive officers of FRI, HoldCo, and FAV, their present principal occupations, citizenship and business addresses are listed on Exhibit C.
(c)	The principal business of FRI is to act as a holding company for various subsidiaries engaged in the investment management and related services business. The principal business of HoldCo is to make investments into credit related instruments and vehicles. The principal business of FAV is investment management. The principal occupation of each of C. Johnson and R. Johnson, Jr. are listed on Exhibit C.
(d)	During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit C, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit C, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Franklin Resources, Inc.: Delaware Charles B. Johnson and Rupert H. Johnson, Jr.: USA Franklin Advisers, Inc.: California
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons have invested in the Issuer as follows: 13,395,273 Shares were acquired for a purchase price of $149,035,935, inclusive of $50,000,000 paid by Legg Mason, Inc. (now a subsidiary of FRI), from FRI's and Legg Mason, Inc.'s working capital; and 10,137,471 Shares were acquired for a purchase price of $ 126,312,527 for the benefit of fiduciary accounts managed by FRI's investment management subsidiaries from their working capital, including a fund managed by FAV. In addition, on March 12, 2021 5,223 Class S Shares of Common Stock of the Issuer, 5,232 Class T Shares of Common Stock of the Issuer, and 5,251 Class D Shares of Common Stock of the Issuer were transferred for no consideration from Legg Mason, Inc. to FRI. C. Johnson and R. Johnson, Jr. do not own directly any shares of the Issuer.
Item 4.	Purpose of Transaction
	FRI and its investment management subsidiaries, including FAV, acquired the Shares for investment and to facilitate the acquisition of the Issuer's commercial real estate investments. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of the Shares at prices that would make the purchase or sale of the Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of the Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. Other factors that may affect the Reporting Persons' investment in the Shares include, without limitation, the Issuer's financial position, results, prospects and strategic direction, actions taken by the Issuer's portfolio managers, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions. Except as described above, none of FRI and its investment management subsidiaries, and none of any of the other Reporting Persons covered by this Schedule 13D, currently has any plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, or any present plans or intentions to acquire or dispose of any securities of the Issuer. The Reporting Persons may at any time review, reconsider and change their position and/or change their purpose and/or develop such plans or proposals.
Item 5.	Interest in Securities of the Issuer
(a)	23,532,745 or 30.4%
(b)	Sole power to vote or to direct the vote of the Shares: Franklin Resources, Inc.: 13,395,273 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 Franklin Advisers, Inc.: 7,867,833 Fiduciary Trust Company International: 2,269,639 Shared power to vote or to direct the vote of the Shares: 0 Sole power to dispose or to direct the disposition of the Shares: Franklin Resources, Inc.: 13,395,273 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 Franklin Advisers, Inc.: 7,867,833 Fiduciary Trust Company International: 1,609,219 Shared power to dispose or to direct the disposition of the Shares: 0
(c)	The purchase of Shares described below were made in the open market on The Nasdaq Stock Market LLC for the benefit of fiduciary accounts managed by Fiduciary Trust Company International: Date of Transactions Number of Shares Price Per Share in USD 7/22/2025 260 11.54 7/25/2025 4,506 11.54 7/28/2025 85,355 11.54 7/31/2025 52 11.55 8/4/2025 2,176 11.49 8/7/2025 15,231 11.49 8/14/2025 4,344 11.51 8/19/2025 1.738 11.51 8/29/2025 650 11.53 9/02/2025 78 11.47 Repurchase through tender offer by Issuer: Date of Transactions Number of Shares Price Per Share in USD 7/30/2025 1,519,097 11.52
(d)	The clients of FRI's investment management subsidiaries, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, the securities reported herein. Franklin Income Fund, a series of Franklin Custodian Funds, an investment company registered under the Investment Company Act of 1940, has an interest in 7,867,833 shares, or 10.2%, of the class of securities reported herein.
(e)	Not Applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not Applicable
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Joint Filing Agreement Exhibit B: Item 5 Ownership Exhibit C: Principal Executive Officers and Directors of FRI, HoldCo, and FAV (incorporated by reference to Schedule 13D/A No. 11 filed on December 6, 2024) EXHIBIT A: JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this agreement on the date of the signing of this filing. Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. Franklin Advisers, Inc. By:/s/THOMAS C. MANDIA Thomas C. Mandia Assistant Secretary of Franklin Resources, Inc. Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13D Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13D Assistant Secretary of Franklin Advisers, Inc. Acknowledgment pursuant to Rule 13d-1(b)(1)(iii) Franklin Custodian Funds on behalf of Franklin Income Fund By:/s/TARA GORMEL Tara Gormel Vice President and Assistant Secretary of Franklin Custodian Funds Exhibit B: Item 5 Ownership FRI is filing this report for itself and its affiliates, except as set forth herein. FRI and its investment management subsidiaries may be deemed to beneficially own the Shares for which such investment management subsidiaries are the investment adviser for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"). In addition, FAV may be deemed to beneficially own the Shares in its capacity as the investment adviser to Franklin Income Fund, a series of Franklin Custodian Funds, an investment company registered under the Investment Company Act of 1940 ("Franklin Income Fund"), pursuant to an investment management contract that grants investment and/or voting power to FAV. When an investment management contract (including a sub-advisory agreement) delegates to FAV investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats FAV as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Beneficial ownership by FRI and its affiliates is being reported herein in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) (the "1998 Release ") relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by each of FRI's affiliates whose ownership of securities is disaggregated from that of FRI in accordance with the 1998 Release ("FRI Disaggregated Affiliates") are exercised independently from FRI and from all other investment management subsidiaries of FRI (FRI, its affiliates and the investment management subsidiaries of FRI other than FRI Disaggregated Affiliates are collectively, "FRI Aggregated Affiliates"). Furthermore, internal policies and procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other hand, FRI, establish informational barriers that prevent the flow among, on the one hand, FRI Disaggregated Affiliates (including preventing the flow between such entities), and, on the other hand, the FRI Aggregated Affiliates, of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FRI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FRI Aggregated Affiliates for purposes of Section 13 of the Act. C. Johnson and R. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of FRI's outstanding common stock and are the principal stockholders of FRI (see FRI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). The Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of the Shares. FRI, FAV, and the Principal Shareholders disclaim any pecuniary interest in any of the Shares. In addition, the filing of the Schedule 13D on behalf of FRI and the Principal Shareholders should not be construed as an admission that any of them is, and each disclaims that it or he is, the beneficial owner, as defined in Rule 13d-3, of any of the Shares. FRI, FAV, and the Principal Shareholders believe that they are not a "group" within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Shares held by any of them.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Franklin Resources, Inc.

Signature:	/s/THOMAS C. MANDIA
Name/Title:	Thomas C. Mandia, Assistant Secretary of Franklin Resources, Inc.
Date:	09/22/2025

Charles B. Johnson

Signature:	/s/THOMAS C. MANDIA
Name/Title:	Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13G
Date:	09/22/2025

Rupert H. Johnson, Jr.

Signature:	/s/THOMAS C. MANDIA
Name/Title:	Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule13G
Date:	09/22/2025

Franklin Advisers, Inc.

Signature:	/s/THOMAS C. MANDIA
Name/Title:	Thomas C. Mandia, Assistant Secretary of Franklin Advisers, Inc.
Date:	09/22/2025

Comments accompanying signature:

LIMITED POWER OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O'Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas and Navid J. Tofigh each acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (FRI) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a Reporting Entity), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the Exchange Act); and 2. seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and 3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: 1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; 2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; 3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and 4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of December, 2023. /s/CHARLES B. JOHNSON Signature Charles B. Johnson Print Name LIMITED POWER OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O'Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas and Navid J. Tofigh each acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (FRI) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a Reporting Entity), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the Exchange Act); and 2. seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and 3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: 1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; 2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; 3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and 4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of December, 2023. /s/RUPERT H. JOHNSON, JR. Signature Rupert H. Johnson, Jr. Print Name

FAQ

How many Clarion Partners (BEN) Class I shares does Franklin Resources beneficially own?

Franklin Resources and its reporting persons beneficially own 23,532,745 Class I shares, or 30.4% of the class as of September 19, 2025.

What is the composition of Franklin's holdings in Clarion Partners?

The position includes 13,395,273 shares in a Franklin corporate account and 10,137,471 shares held for fiduciary accounts managed by Franklin's investment management subsidiaries, including a fund managed by Franklin Advisers, Inc.

Did the filing disclose recent purchases or repurchases of the shares?

Yes. The filing lists multiple small Nasdaq open-market purchases for fiduciary accounts in July–September 2025 and an issuer repurchase through a tender offer of 1,519,097 shares at $11.52 on July 30, 2025.

Does Franklin Resources intend to seek control or make proposals for Clarion Partners?

No. The filing states the shares were acquired for investment and that, except as described, none of the reporting persons currently has plans or proposals that would result in actions described in the Item 4 instructions (e.g., control transactions).

Are Charles B. Johnson or Rupert Johnson Jr. direct owners of the Clarion shares?

No. The filing states C. Johnson and R. Johnson, Jr. do not directly own any shares of the issuer.