Correspondence 0001398344-24-014505 from Franklin ETF Trust (CIK 0001551895)
Franklin ETF Trust (CIK 0001551895)
Date: Aug. 13, 2024 · CIK: 0001551895 · Accession: 0001398344-24-014505
AI Filing Summary & Sentiment
File numbers found in text: 333-186504, 333-206784, 333-208873, 333-233596, 333-234497, 811-22801, 811-23096, 811-23124, 811-23471, 811-23487
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Stradley Ronon Stevens & Young, LLP
2005
Market Street, Suite 2600
Philadelphia, PA 19103
Telephone 215.564.8000
Fax 215.564.8120
www.stradley.com
Kenneth L Greenberg
Partner
kgreenberg@stradley.com
215.564.8149
August 13, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549-9303
Attention: Alison White, Esq.
Re:
Franklin ETF Trust (File Nos. 333-186504 and 811-22801)
Franklin Templeton ETF Trust (File Nos. 333-208873 and 811-23124)
Franklin Templeton Trust (File Nos. 333-233596 and 811-23471)
Legg Mason ETF Investment Trust (File Nos. 333-206784 and 811-23096)
Legg Mason ETF Investment Trust II (File Nos. 333-234497 and 811-23487)
This letter responds to the comments
provided by Ms. Alison White on August 7, 2024 to Kenneth L. Greenberg, Esq, the counsel of Franklin ETF Trust, (“FETFT”),
Franklin Templeton ETF Trust (“FTETFT”), Franklin Templeton Trust (“FTT”), Legg Mason ETF Investment Trust (“LMETFIT”),
and Legg Mason ETF Investment Trust II (“LMETFITII”) (collectively, the “Registrants”) regarding the joint proxy
statement filed by the Registrants on August 2, 2024 for a joint special shareholder meeting of the Registrants (the “Meeting”)
to be held on October 8, 2024. We have summarized each of your comments below, in the order you provided them, and have set forth the
Registrant’s response immediately below each comment. Defined terms not herein defined shall have the meaning set forth in the joint
proxy statement.
Proxy Statement Comments
1. Comment: Confirm supplementally that holding the Meeting by remote communications is consistent
with State law and each Trust’s governing documents and provide appropriate citations from the applicable statute and governing
documents.
Response: The Registrants
confirm that holding the Meeting by remote communications is consistent with State law and their governing documents.
FETFT, FTETFT and FTT are each organized
as Delaware statutory trusts. Although each of FETFT, FTETFT and FTT’s Amended and Restated Agreement and Declaration of Trust and
By-laws are silent regarding the ability to hold a virtual shareholder meeting, existing provisions of the Delaware Statutory Trust Act
(the “DSTA”) provide authority for holding a virtual shareholder meeting. Section 3806(f) of the DSTA provides:
Unless otherwise provided in the governing
instrument of a statutory trust, meetings of beneficial owners may be held by means of conference telephone or other communications equipment
by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection
shall constitute presence in person at the meeting.
Pennsylvania • New Jersey • Delaware
• DC • New York • Illinois • California
A Pennsylvania Limited Liability Partnership
Alison White, Esq
August 13, 2024
Page 2
LMETFIT and LMETFITII are each Maryland
statutory trusts. Section 12-306(a) of the Martyland Statutory Trust Act provides:
Except as provided in the governing instrument
of a statutory trust: (1) Meetings of beneficial owners may be held at any place or by conference telephone or in any other manner by
which all persons participating in the meeting may hear each other.
Article IV, Section 4.6 of the Amended and
Restated Agreement and Declaration of Trust of LMETFIT and LMETFITII, provides in part:
The Trustees may set in the Bylaws,
or may otherwise establish, provisions relating to the calling and holding of meetings (including the holding of meetings by electronic
or other similar means), notice of meetings, record dates, place of meetings, conduct of meetings, voting by proxy, postponement, adjournment
or cancellation of meetings and related matters.
Article 5, Section 5.10 of the Amended and
Restated Bylaws of LMETFIT and LMETFITII, provides:
Notwithstanding anything to the contrary
in these Bylaws, the Trustees or a committee of the Trustees authorized for such purpose may determine at any time, including, without
limitation, after the calling of any meeting of Shareholders, that any meeting of Shareholders be held solely by means of remote communication
or both at a physical location and by means of remote communication. Notwithstanding anything to the contrary in these Bylaws, if it is
determined after notice of the meeting has been sent to Shareholders that participation by Shareholders in the meeting shall or may be
conducted by means of remote communication, notice thereof may be provided at any time by press release or any other means of public communication
or as otherwise required by applicable law. Shareholders and proxy holders entitled to be present and to vote at the meeting that are
not physically present at such a meeting but participate by means of remote communication shall be considered present in person for all
purposes under these Bylaws and may vote at such a meeting. Subject to any guidelines and procedures that the Trustees may adopt, any
meeting at which Shareholders or proxy holders are permitted to participate by means of remote communication shall be conducted in accordance
with the following, unless otherwise permitted by applicable law or regulation:
(i) The Trust shall implement, at the direction of the President or the President’s
designee, reasonable measures to verify that each person considered present and authorized to vote at the meeting by means of remote communication
is a Shareholder or proxy holder;
Alison White, Esq
August 13, 2024
Page 3
(ii) The Trust shall implement, at the direction of the President or the President’s
designee, reasonable measures to provide the Shareholders and proxy holders a reasonable opportunity to participate in the meeting and
to vote on matters submitted to the Shareholders, including an opportunity to read or hear the proceedings of the meeting substantially
concurrently with the proceedings; and
(iii) In the event any Shareholder or proxy holder votes or takes other action at the
meeting by means of remote communication, a record of the vote or other action shall be maintained by the Trust.
2. Comment: Please advise supplementally if the Trusts intend any changes to the Meeting that
may impact the shareholders’ ability to speak and ask questions.
Response: Shareholders upon
entering the Meeting will be muted but they will be provided an opportunity to speak and ask questions during the Meeting if they indicate
that they desire to speak.
3. Text: The first sentence of the opening announcement states:
A Special Joint Meeting of Shareholders
of Franklin ETF Trust, Franklin Templeton ETF Trust, Franklin Templeton Trust, Legg Mason ETF Investment Trust, and Legg Mason ETF Investment
Trust II (together the “Trusts,” or individually, a “Trust”), on behalf of the series of each Trust (together,
the “Funds,” and individually, a “Fund”), listed on the immediately preceding cover page, will be conducted exclusively
online via live webcast on October 8, 2024, to vote on two important proposals that affect the Trusts and the Funds.
Comment: Revise the reference
from “two important proposals” to “three important proposals” or consider clarifying that one proposal is for
all the Trusts and Funds; one proposal is for Royce Quant Small-Cap Quality Value ETF, and one proposal is for each Fund that is a series
of Legg Mason ETF Investment Trust.
Response: The reference has
been changed to “three important proposals.”
4. Text: The voting approval standard for Proposal 1 on page 18 states:
For Proposal 1, the Trustee Nominees
will be elected to each Board by the affirmative vote of a plurality of the votes cast (at the Meeting at which a quorum exists) collectively
by the shareholders of all of the Funds of such Trust, regardless of the results of the votes cast by the shareholders of each individual
Fund. This means that the Trustee Nominees receiving the largest number of votes will be elected to fill the available positions. For
LMETFIT and LMETFITII, the voting power of the shares of each Fund of that particular Trust will be counted together in determining the
results of the voting for the proposal.
Comment: Clarify the disclosure
to state that because there are six nominees for six positions and the approval requirement is a plurality of the votes cast that so long
as a nominee receives a single vote, the nominee may be elected even if there are opposing votes.
Response: Revised as requested.
Alison White, Esq
August 13, 2024
Page 4
5. Text: The fundamental investment policy regarding investment concentration on page 19 states:
The Fund will not invest more than
25% of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry,
except as permitted by exemptive relief or other relief or permission from the SEC, SEC staff or other authority with appropriate jurisdiction.
Comment: Please add text describing
the Fund’s policy regarding investing in a group of industries. See Section 8(b)(1)(E) of the Investment Company Act of 1940, as
amended (the “1940 Act”) and Item 16(c)(4) of Form N-1A.
Response: Revised as requested.
6. Text: The third paragraph on page 21 states:
The provisions of the 1940 Act that
apply to a Fund require that investment management agreements between funds and their investment managers (including subadvisers) be approved
by shareholders. The SEC has issued an exemptive order (the “FT Order”) to Franklin Advisers, Inc. (“FAI”), an
affiliate of FTFA, that permits FAI, any Investment Manager Affiliates (such as FTFA) and any existing or future registered open-end investment
company or series advised by FAI or the Investment Manager Affiliates (such as the Funds that are series of LMETFIT) to hire certain new
subadvisers without obtaining shareholder approval, subject to the approval of the investment company’s board of trustees, including
a majority of the independent trustees, and certain other conditions. The FT Order would allow FTFA to hire, without shareholder approval,
new subadvisers that are affiliated with FTFA (e.g., the investment manager and the subadviser are both wholly-owned by Franklin
Resources), and new subadvisers that are not affiliated with FTFA. In addition, the SEC has also issued an exemptive order (the “LM
Order”) to FTFA that permits FTFA and any existing or future registered open-end investment company or series advised by FTFA to
hire new subadvisers that are affiliated or not affiliated with FTFA without obtaining shareholder approval, subject to the approval of
the investment company’s board of trustees, including a majority of the independent trustees, and the fulfillment of certain other
conditions. Notwithstanding the FT Order and LM Order, any new subadvisory agreement or any amendment to an existing subadvisory agreement
that directly or indirectly results in an increase in the aggregate contractual advisory fee rate payable by any Fund will be submitted
to that Fund’s shareholders for approval.
Comment: Revise the paragraph
to clarify the difference between the FT Order and LM Order (i.e., the LM Order allows the Funds to hire partially-owned sub-advisers).
Response: Revised as requested.
7. Text: The voting approval standard for proposal 3 on page 23 states:
Before a Fund may rely on either the
FT Order or LM Order, the operation of a Fund using the Manager of Managers Structure must be approved by (i) a majority of the voting
power of the outstanding voting securities of a Fund or (ii) 67% of more of the voting power of the voting securities of a Fund present
or represented by proxy at the Meeting if the holders of shares representing more than 50% of the voting power of the outstanding securities
of a Fund are present or represented by proxy. If Proposal 3 is not approved by a Fund’s shareholders, then a Fund’s investment
manager generally would only be able to enter into a new or amended subadvisory agreement with shareholder approval, potentially causing
delay in making a change deemed beneficial to a Fund and its shareholders by the Board.
Alison White, Esq
August 13, 2024
Page 5
Comment: Compare the description
of the 1940 Act vote approval standard for proposal 2 with the description of the 1940 Act vote approval standard for proposal 3 and make
them consistent.
Response: Revised as requested.
8. Text: The section titled “Other Matters” on page 29 states:
Other Matters. Each
Fund’s audited financial statements and annual report for its last completed fiscal year, and any subsequent semi-annual report
to shareholders, are available free of charge. To obtain a copy, please call (800) DIAL BEN ((800) 342-5236) or forward a written request
to Franklin Templeton Investor Services, LLC, P.O. Box 33030, St. Petersburg, Florida 33733-8030.
Comment: The text needs to
be made prominent. Consider bolding. See Item 22(a)(3)(iii) of the proxy rules.
Response: Revised as requested.
Proxy Card Comment
9. Text: Second Proposal on the Proxy Card states:
To approve the changes to the current
fundamental investment policy regarding concentration
Comment: Briefly describe
the change to the fundamental investment policy (i.e., the Fund is no longer permitted to concentrate its investments to approximately
the same extent that an underlying index is concentrated in the securities of a particular industry).
Response: Revised as requested.
* * * * * * * *
Please do not hesitate to contact
me at (215) 564-8149, or in my absence, Alessandra Maccarone at (215) 564-8545 if you have any questions or wish to discuss any of the
responses presented above.
Respectfully submitted,
/s/ Kenneth L. Greenberg, Esq.