Explanatory Notes

 

Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-1A (“PEA 1”), relating only to the Franklin Liberty International Opportunities ETF, the Franklin Liberty U.S. Low Volatility ETF and the Franklin Liberty Investment Grade Corporate ETF series of the Registrant (the “Funds”), was filed on June 1, 2016 (Accession #0001609006-16-000445) pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the “1933 Act”). Pursuant to Rule 485(b)(1)(iii) of the 1933 Act, Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, relating only to the Funds, was filed on August 12, 2016 (Accession #0001137439-16-000638) for the sole purpose of designating September 14, 2016 as the new effective date for PEA 1.  Pursuant to Rule 485(b)(1)(iii) of the 1933 Act, this Post-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-1A, relating only to the Franklin Liberty International Opportunities ETF series of the Registrant, is being filed for the sole purpose of designating October 14, 2016 as the new date upon which the prospectus and SAI of the Franklin Liberty International Opportunities ETF series of the Registrant, as filed in PEA 1, shall become effective.

 

Accordingly, the prospectus and SAI of the Franklin Liberty International Opportunities ETF series of the Registrant, as filed in PEA 1, are incorporated herein by reference in their entirety into this filing.

 

PART C

Other Information

 

 

Item 28. Exhibits.

 

The following exhibits are incorporated by reference to the previously filed documents indicated below, except as noted:

 

(a)  Agreement and Declaration of Trust

 

(i)   Certificate of Trust dated October 9, 2015

Filing: Initial Filing on Form N-1A

File No. 333-208873

Filing Date: January 5, 2016

 

(ii)  Agreement and Declaration of Trust dated October 9, 2015

Filing: Initial Filing on Form N-1A

File No. 333-208873

Filing Date: January 5, 2016

 

(b) By-laws

 

(i)   By-Laws effective as of October 9, 2015

Filing: Initial Filing on Form N-1A

File No. 333-208873

Filing Date: January 5, 2016

 

(c) Instruments Defining Rights of Security Holders

 

(i)   Agreement and Declaration of Trust

 

(a) Article III, Shares

(b) Article V, Shareholders’ Voting Powers and Meetings

(c) Article VI, Net Asset Value; Distributions; Redemptions; Transfers

(d) Article VIII, Certain Transactions: Section 4

(e) Article X, Miscellaneous: Section 4

 

(ii)  By-Laws

 

(a) Article II, Meetings of Shareholders

(b) Article VI, Records and Reports: Section 1, 2 and 3

(c) Article VII, General Matters: Section 3, 4, 6 and 7

(d) Article VIII, Amendments: Section 1

 

(iii)  Part B, Statement of Additional Information – Item 22

 

(d) Investment Advisory Contracts

 

(i)     Investment Management Agreement between Registrant, on behalf of

Franklin LibertyQ International Equity Hedged ETF, and Franklin Advisers, Inc. dated April 18, 2016

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

 

(ii)    Investment Management Agreement between Registrant, on behalf of

Franklin LibertyQ Emerging Markets ETF, and Franklin Advisers, Inc. dated April 18, 2016

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

(iii)  Investment Management Agreement between Registrant, on behalf of

Franklin LibertyQ Global Dividend ETF, and Franklin Advisers, Inc. dated April 18, 2016

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

(iv)    Investment Management Agreement between Registrant, on behalf of

Franklin LibertyQ Global Equity ETF, and Franklin Advisers, Inc. dated April 18, 2016

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

(v)     Investment Management Agreement between Registrant, on behalf of

Franklin Liberty U.S. Low Volatility ETF and Franklin Advisers, Inc.

 

To be filed by amendment

 

(vi)    Investment Management Agreement between Registrant, on behalf of

Franklin Liberty Investment Grade Corporate ETF and Franklin Advisers, Inc.

 

To be filed by amendment

 

(vii)  Investment Management Agreement between Registrant, on behalf

of Franklin Liberty International Opportunities ETF and Franklin Advisers, Inc.

 

To be filed by amendment

 

(viii) Subadvisory Agreement on behalf of Franklin Liberty Investment

Grade Corporate ETF between Franklin Advisers, Inc. and Franklin Templeton Institutional, LLC

 

To be filed by amendment

 

(e) Underwriting Contracts

 

(i)     Form of Distribution Agreement, between the Registrant and Franklin Templeton Distributors, Inc.

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

 

(ii)  Form of Authorized Participant Agreement

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

(f) Bonus or Profit Sharing Contracts

 

Not Applicable

 

(g) Custodian Agreements

 

(i)     Master Custodian Agreement between Registrant and State Street Bank and Trust Company dated April 18, 2016

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

(h) Other Material Contracts

 

(i)     Sub-Contract for Fund Administrative Services between Franklin Advisers, Inc. and Franklin Templeton Services LLC dated April 18, 2016

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

(ii)    Sub-Contract for Administration and Fund Accounting Services between State Street Bank and Trust Company and Franklin Templeton Services LLC dated April 18, 2016

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

(iii)  Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company dated April 18, 2016

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

(i) Legal Opinion

 

(i)   Opinion and Consent of Counsel

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

(j) Other Opinions

 

(i)   Consent of Independent Registered Public Accounting Firm

 

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

(k) Omitted Financial Statements

 

Not Applicable.

 

(l) Initial Capital Agreements

 

To be filed by amendment.

 

(m) Rule 12b-1 Plan

 

(i)   Form of Distribution Plan pursuant to Rule 12b-1

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

(n) Rule 18f-3 Plan

 

Not Applicable.

 

(p) Code of Ethics

 

(i)   Code of Ethics

Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: May 17, 2016

 

(q) Powers of Attorney

 

(i)   Power of Attorney dated April 18, 2016

Filing: Pre-Effective Amendment No. 2 to Registration Statement on Form N-1A

File No. 333-208873

Filing Date: April 22, 2016

 

(ii)  Power of Attorney dated August 29, 2016

 

 

Item 29. Persons Controlled by or Under Common Control with the Registrant

 

None

 

Item 30. Indemnification

 

The Agreement and Declaration of Trust (the “Declaration”) provides that any person who is or was a Trustee, officer, employee or other agent, including the underwriter, of such Trust shall be liable to the Trust and its shareholders only for (1) any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, or (2) the person’s own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person (such conduct referred to herein as Disqualifying Conduct) and for nothing else. Except in these instances and to the fullest extent that limitations of liability of agents are permitted by the Delaware Statutory Trust Act (the “Delaware Act”), these Agents (as defined in the Declaration) shall not be responsible or liable for any act or omission of any other Agent of the Trust or any investment adviser or principal underwriter. Moreover, except and to the extent provided in these instances, none of these Agents, when acting in their respective capacity as such, shall be personally liable to any other person, other than such Trust or its shareholders, for any act, omission or obligation of the Trust or any trustee thereof.

 

 

The Trust shall indemnify, out of its property, to the fullest extent permitted under applicable law, any of the persons who was or is a party, or is threatened to be made a party to any Proceeding (as defined in the Declaration) because the person is or was an Agent of such Trust. These persons shall be indemnified against any Expenses (as defined in the Declaration), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the Proceeding if the person acted in good faith or, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent shall not in itself create a presumption that the person did not act in good faith or that the person had reasonable cause to believe that the person’s conduct was unlawful. There shall nonetheless be no indemnification for a person’s own Disqualifying Conduct.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to Trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a Trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with securities being registered, the Trust may be required, unless in the opinion of its counsel the matter has been settled by controlling precedent, to submit to a court or appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

 

Item 31. Business and Other Connections of the Investment Adviser

 

(a) Franklin Advisers, Inc. (Advisers)

 

The officers and directors of Advisers, Registrant’s investment manager, also serve as officers and/or directors/trustees for (1) Advisers' corporate parent, Franklin Resources, Inc. (Resources), and/or (2) other investment companies in Franklin Templeton Investments. For additional information please see Part B and Schedules A and D of Form ADV of Advisers (SEC File 801-26292), incorporated herein by reference, which set forth the officers and directors of Advisers and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

 

(b) Franklin Templeton Institutional, LLC (FT Institutional)

 

FT Institutional is an indirect, wholly owned subsidiary of Resources. FT Institutional serves as sub-adviser to Franklin Liberty Investment Grade Corporate ETF.  The officers of FT Institutional also serve as officers for (1) Resources, and/or (2) other investment companies in Franklin Templeton Investments. For additional information please see Part B and Schedules A and D of Form ADV of FT Institutional (SEC File 801-60684), incorporated herein by reference, which set forth the officers of FT Institutional and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Item 32. Principal Underwriters

 

(a)  Franklin Templeton Distributors, Inc. (Distributors) also acts as principal underwriter of shares of:

 

Franklin Alternative Strategies Funds

Franklin California Tax-Free Income Fund

Franklin California Tax-Free Trust

Franklin Custodian Funds

Franklin ETF Trust

Franklin Federal Tax-Free Income Fund

Franklin Fund Allocator Series

Franklin Global Trust

Franklin Gold and Precious Metals Fund

Franklin High Income Trust

Franklin Investors Securities Trust

Franklin Managed Trust

Franklin Municipal Securities Trust

Franklin Mutual Series Funds

Franklin New York Tax-Free Income Fund

Franklin New York Tax-Free Trust

Franklin Real Estate Securities Trust

Franklin Strategic Mortgage Portfolio

Franklin Strategic Series

Franklin Tax-Free Trust

Franklin Templeton Global Trust

Franklin Templeton International Trust

Franklin Templeton Money Fund Trust

Franklin U.S. Government Money Fund

Franklin Templeton Variable Insurance Products Trust

Franklin Value Investors Trust

Institutional Fiduciary Trust

Templeton China World Fund

Templeton Developing Markets Trust

Templeton Funds

Templeton Global Investment Trust

Templeton Global Opportunities Trust

Templeton Global Smaller Companies Fund

Templeton Growth Fund, Inc.

Templeton Income Trust

Templeton Institutional Funds

 

(b) The information required with respect to each director and officer of Distributors is incorporated by reference to Part B of this Form N-1A and Schedule A of Form BD filed by Distributors with the Securities and Exchange Commission pursuant to the Securities Act of 1934 (SEC File No. 008-05889).

 

 

(c) Not Applicable. Registrant's principal underwriter is an affiliated person of an affiliated person of the Registrant.

 

Item 33. Location of Accounts and Records

 

The accounts, books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 are kept by the Fund at One Franklin Parkway, San Mateo, CA 94403-1906.

 

Item 34. Management Services

 

There are no management-related service contracts not discussed in Part A or Part B.

 

Item 35. Undertakings

 

Not Applicable.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Mateo and the State of California, on the 13th day of September, 2016.

 

FRANKLIN TEMPLETON ETF TRUST

(Registrant)

 

* By: /s/NAVID J. TOFIGH

Navid J. Tofigh

Attorney-in-Fact

(Pursuant to Powers of Attorney filed herewith and previously filed)

 

FRANKLIN TEMPLETON ETF TRUST

REGISTRATION STATEMENT

 

EXHIBITS INDEX

 

The following exhibits are attached: