0000914851-22-000074.txt : 20220829 0000914851-22-000074.hdr.sgml : 20220829 20220829171541 ACCESSION NUMBER: 0000914851-22-000074 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20220826 FILED AS OF DATE: 20220829 DATE AS OF CHANGE: 20220829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRANKLIN RESOURCES INC CENTRAL INDEX KEY: 0000038777 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 811-22693 FILM NUMBER: 221212029 BUSINESS ADDRESS: STREET 1: ONE FRANKLIN PARKWAY STREET 2: BUILDING 920/2, LEGAL-FRI SECRETARY CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-312-2000 MAIL ADDRESS: STREET 1: FRANKLIN RESOURCES INC STREET 2: ONE FRANKLIN PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94403 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ClearBridge MLP & Midstream Total Return Fund Inc. CENTRAL INDEX KEY: 0001547341 IRS NUMBER: 454960969 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 BUSINESS ADDRESS: STREET 1: 620 EIGHTH AVENUE STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 800-805-6035 MAIL ADDRESS: STREET 1: 620 EIGHTH AVENUE STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: ClearBridge Energy MLP Total Return Fund Inc. DATE OF NAME CHANGE: 20120412 4 1 wf-form4_166180771792637.xml FORM 4 X0306 4 2022-08-26 0 0001547341 ClearBridge MLP & Midstream Total Return Fund Inc. CTR 0000038777 FRANKLIN RESOURCES INC ONE FRANKLIN PARKWAY SAN MATEO CA 94403-1906 0 0 0 1 Affiliate of Investment Adv. Common Stock 2022-08-26 4 P 0 4419 31.5605 A 23984 D Common Stock 2022-08-29 4 P 0 4378 31.738 A 28362 D See Exhibits 99-1 and 99-2 for text of footnote, which Exhibits are incorporated by reference herein. /s/ Lori A. Weber, Assistant Secretary of Franklin Resources, Inc., on behalf of Franklin Resources, Inc. and its subsidiaries 2022-08-29 EX-99 2 ex-99.htm EX.99-1 FRI CTR

Exhibit 99-1

The investment adviser and sub-adviser to ClearBridge MLP and Midstream Total Return Fund Inc. (the "Fund") are Legg Mason Partners Fund Advisor, LLC ("LMPFA") and ClearBridge Investments, LLC ("ClearBridge"), respectively. LMPFA is an indirect wholly-owned subsidiary of Franklin Resources, Inc. ("FRI") and ClearBridge is an indirect wholly-owned subsidiary of FRI. Each of LMPFA and ClearBridge has previously filed a Form 3 with respect to the Fund.

FRI is filing this report for itself and its affiliates, except as set forth herein. 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) 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.

Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the
outstanding common stock of FRI and are the principal stockholders of FRI. The Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by FRI. The Principal Shareholders disclaim any pecuniary interest in any such securities. In addition, the filing of this report on behalf of the Principal Shareholders should not be construed as an admission that either of them is, and each disclaims that he is, the beneficial owner, as defined in Rule 13d-3, of any of the Securities.

FRI, its affiliates 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 any securities held by any of them or by any persons or entities for whom or for which a FRI affiliate provides investment management services.

EX-99 3 ex-99.txt EX.99-2 JOHNSONS CTR Exhibit 99-2 Names and Addresses of Additional Reporting Persons: Charles B. Johnson Franklin Templeton One Franklin Parkway San Mateo, CA 94403-1906 Rupert H. Johnson, Jr. Franklin Templeton One Franklin Parkway San Mateo, CA 94403-1906 By: /s/Lori A. Weber Lori A. Weber Attorney-in-Fact for Charles B. Johnson Attorney-in-Fact for Rupert H. Johnson, Jr.