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J. Stephen Feinour, Jr.
(215) 564-8521
jfeinourjr@stradley.com

                                                                                                                                                                                                             December 30, 2024

Filed via EDGAR
Ms. Karen Rossotto
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Subject: Franklin Templeton ETF Trust (the “Trust”)
(File Nos. 333-208873; 811-23124)

Dear Ms. Rossotto:

On behalf of the Trust, submitted herewith via the EDGAR system are the responses to the
comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
provided via telephone with regard to Post-Effective Amendment Nos. 113/117 to the Trust’s
Registration Statement on Form N-1A (the “Amendment”) related to the Franklin U.S. Dividend
Multiplier Index ETF and Franklin International Dividend Multiplier Index ETF series of the Trust (each,
a “Fund” and collectively, the “Funds”), which was filed with the Commission on October 4, 2024 under
the Securities Act of 1933 (the “1933 Act”) and the Investment Company Act of 1940 (the “1940 Act”).
The Staff’s comments are summarized below, followed by the Trust’s responses thereto. Terms not
defined herein have the meaning set forth for that term in the Amendment.

1. Comment: Please consider removing the phrase “multiplier” from each Fund’s name and
incorporating corresponding strategy revisions throughout the Prospectus. The Staff believes this term
connotes a leveraged strategy, which does not appear to apply to the Funds.

Response: The Trust respectfully declines to make the requested change to the Funds’ names. The
Trust is not aware of any competitor ETFs that currently use the term “multiplier” in the fund’s name to
refer to a leveraged strategy and accordingly does not believe the term would reasonably cause investor
confusion in view of current market practices. The Trust further notes that at least two competitor funds
that pursue dividend focused, non-leveraged investment strategies comparable to the Funds’ strategies
also utilize the term “multiplier” in their names to refer to the fund’s dividend focused strategy, like the
Funds. The term “multiplier” as used in each Fund’s name is intended to modify the term “dividend” and
together the phrase refers to the Fund’s investment objective to seek “excess” or “multiplied” dividend
yield and as well as the Fund’s corresponding underlying index methodology (and therefore, the Funds’
investment strategies), which seeks to deliver excess or “multiplied” dividend yields relative to specified

market indexes balanced against volatility and concentration risks using a three stage optimization
process and market risk models, as further described in each Fund’s investment strategies disclosure. The
Trust respectfully submits that each Fund’s principal investment strategy disclosure appropriately reflects
the terms in the Fund’s name. The Trust is also cognizant that, pursuant to Section 35(d) of the 1940 Act,
a fund’s name may not be materially deceptive or misleading.

2. Comment: Please provide us with a copy of each Fund’s underlying index methodology, together
with a list of such Fund’s top 20 anticipated holdings.

Response: The Trust has supplementally provided the underlying index methodologies, including
each Fund’s top 20 anticipated holdings as requested.

3. Comment: The first sentence of the second paragraph in the Item 4 and Item 9 principal
investment strategies sections of the Prospectus with respect to each Fund states as follows: “In particular,
the construction process for the [Underlying Index] includes a security selection and weighting process
that aims to deliver excess (or “multiplied”) dividend yield relative to the Parent Index balanced against
volatility through an optimization process that is applied at each [quarterly/semiannual] reconstitution of
the [Underlying Index].” We believe this statement is repetitive of disclosure included above. Consider
revising or removing.

Response: The above-cited disclosure has been deleted as requested.

4. Comment: In the Item 4 principal investment strategies section of the Prospectus, the disclosure
refers to an “optimization process” applied in the construction of each Fund’s underlying index. Please
provide here or in the Item 9 section as appropriate, in plain English, additional information on the
optimization process, including, for example, how the index components are determined. Specifically,
please disclose what data is used in determining a security’s inclusion, and how a security’s dividend
yield is optimized for this purpose. Please also disclose applicable index constraints. Finally, please
explain how each Fund’s underlying index seeks to limit volatility and portfolio turnover.

Response: Each Fund has revised its Item 9 principal investment strategies disclosure as follows
in response to this comment:

Franklin International Dividend Multiplier Index ETF

Eligible stocks (i.e., those included in the Parent Index) are analyzed via an optimization process
that selects and weights stocks in a manner that seeks to maximize the portfolio’s dividend yield,
subject to several constraints, such as those for individual stock, sector and country weightings, to
try to limit volatility relative to the Parent Index and portfolio turnover. The optimization
process simulates the returns of thousands of portfolios against the Parent Index to identify
the portfolio with the maximum dividend information ratio. The dividend information ratio
is calculated by dividing the excess dividend forecast yield of the portfolio by the standard
deviation of the portfolio. Standard deviation measures the degree to which a portfolio's
return varies from the average of its previous returns over a specified period of time. The
dividend forecast yield estimate for each constituent security is calculated by dividing the
dividend estimate by the stock price as of a specified cut-off date. Index weights are
determined by the optimizer and constraints are applied to select the component securities
for inclusion in the International Dividend Multiplier Underlying Index. At each semiannual
reconstitution of the International Dividend Multiplier Underlying Index: (i) individual stock
weightings are capped at 2.5%; (ii) sector weightings are constrained to a maximum of 30% of or
1.5 times their weightings in the Parent Index; and (iii) country weightings are constrained to a
maximum of 30% or 2.0 times the weighting in the Parent Index, if lower, and a minimum
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country weight of 2.5% of their weighting in the Parent Index; and (iv) the one-way turnover

of the International Dividend Multiplier Underlying Index is capped at 20% (this portfolio

turnover constraint may be relaxed if an optimal portfolio solution is not feasible).

Securities may be removed from the International Dividend Multiplier Underlying Index at

rebalance or reconstitution as a result of the optimization process and/or the application of

the constraints described above or as a result of eligibility changes, including due to changes

in market capitalization, corporate actions (e.g., mergers or bankruptcy) or de-listing.

Franklin U.S. Dividend Multiplier Index ETF

Eligible stocks (i.e., those included in the Parent Index) are analyzed via an optimization process

that selects and weights stocks in a manner that seeks to maximize the portfolio’s dividend yield,

subject to several constraints, such as those for individual stock and sector weightings, to try to

limit volatility relative to the Parent Index, and portfolio turnover. The optimization process

simulates the returns of thousands of portfolios against the Parent Index to identify the

portfolio with the maximum dividend information ratio. The dividend information ratio is

calculated by dividing the excess dividend forecast yield of the portfolio by the standard

deviation of the portfolio. Standard deviation measures the degree to which a portfolio's

return varies from the average of its previous returns over a specified period of time. The

dividend forecast yield estimate for each constituent security is calculated by dividing the

dividend estimate by the stock price as of a specified cut-off date. Index weights are

determined by the optimizer and constraints are applied to select the component securities

for inclusion in the U.S. Dividend Multiplier Underlying Index. At each quarterly

reconstitution of the U.S. Dividend Multiplier Underlying Index: (i) individual stock weightings

are capped at 5%; and (ii) sector weightings are constrained to a maximum of 30% of or 1.5 times

their weightings in the Parent Index; and (iii) the one-way turnover of the U.S. Dividend

Multiplier Underlying Index is capped at 15% (this portfolio turnover constraint may be

relaxed if an optimal portfolio solution is not feasible). Securities may be removed from the

Underlying Index at rebalance or reconstitution as a result of the optimization process

and/or the application of the constraints described above or as a result of eligibility changes,

including due to changes in market capitalization, corporate actions (e.g., mergers or

bankruptcy) or de-listing.

5. Comment: Please disclose why a component security may be removed from an underlying index

upon a reconstitution.

Response: The disclosure has been revised as requested as indicated above in response to

Comment 4.

6. Comment: The principal investment strategies disclosure for each Fund indicates that derivatives

instruments may be included in the Fund’s portfolio to simulate components of the underlying index.

Please clarify whether derivatives will be included for purposes of calculating the Fund’s compliance with

its 80% investment policy. If so, please confirm that such derivatives will have economic characteristics

similar to the securities included in the Fund’s underlying index. Additionally, please disclose how each

Fund will value derivatives instruments for purposes of determining compliance with its 80% policy.

Response: Each Fund has added a clarifying statement as requested to the principal investment

strategies section of the Prospectus indicating that derivatives investments that have economic

characteristics or provide investment exposure similar to securities included in the underlying index will

be counted towards the Fund’s 80% investment policy. The Trust supplementally notes that the Funds

intend to take into account exposures created by derivative instruments for purposes of the Fund’s 80%

policy in a manner consistent with Rule 35d-1 under the 1940 Act. By way of example, if a derivative

creates an exposure equivalent to a cash investment in the underlying instrument equal to the derivative’s

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notional amount, the Funds believe it is appropriate to use that amount for purposes of the 80% test. On

the other hand, if a derivative creates an investment exposure to an instrument in an amount equal to the

mark-to-market value of the derivative, the Fund would typically expect to use that value for purposes of

the 80% test. The Trust respectfully submits that such treatment is consistent with the SEC’s statement

that “[i]n appropriate circumstances” an investment company could “include a synthetic instrument in the

80% basket if it has economic characteristics similar to the securities included in that basket.” See

Investment Company Names, Investment Company Act Release No. 24828, at n. 13 (Jan. 17, 2001). The

Trust notes the impact of recent amendments to Rule 35d-1 and will revise the Funds’ approach to

valuing derivative instruments for this purpose as required by the amendments by the compliance date for

the amendments. Accordingly, the Trust respectfully declines to disclose the current approach to valuing

derivatives for purposes of determining compliance with the Funds’ 80% investment policies, given the

pending regulatory changes and corresponding change to the Funds’ current approach to calculating the

value of derivatives for this purpose.

7. Comment: Each Fund’s principal investment strategies disclosure states that the Fund’s

underlying index is governed by certain rules. Please disclose a summary of such rules.

Response: The above-cited disclosure has been removed. The Trust respectfully submits that each

Fund’s principal investment strategies disclosure, as revised in response to the Staff’s comments,

accurately summarizes the underlying index methodology as appropriate, including with respect to

selection and exclusion criteria, rebalancing and adjustments for corporate actions.

8. Comment: Please supplementally tell us the Franklin U.S. Dividend Multiplier Index ETF’s

policy regarding proxy voting with respect to holdings of Franklin Resources, Inc. (“FRI”) included in its

underlying index.

Response: Attached hereto as Exhibit A for reference are the Proxy Voting Policies and

Procedures (the “Policy”) adopted by the investment manager applicable to the Funds. With respect to the

Franklin U.S. Dividend Multiplier Index ETF’s holdings of FRI as included in its underlying index,

consistent with the Policy, the Franklin Templeton Proxy Group would recommend voting in accordance

with the ISS Sustainability Proxy Voting Guidelines.

9. Comment: We note each Fund’s Item 9 disclosure refers to preferred stocks. If preferred stocks

are a principal investment of a Fund, please disclose in the Fund summary, including appropriate risk

disclosure.

Response: The above-cited reference to preferred stocks is an illustrative example included in the

definition of equity securities across the Franklin Templeton complex. The Trust confirms that all

principal investments are disclosed in the summary section of the Prospectus for each Fund, and

respectfully declines to revise the Item 9 equity security definition in response to this comment.

10. Comment: Please remove the reference to emerging market securities from the Prospectus, as

they do not appear to be included in either Fund’s underlying index.

Response: The disclosure has been revised as requested.

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Please do not hesitate to contact me at the above-referenced telephone number if you have any
questions or wish to discuss any of the above responses presented above.

                                                                                              Very truly yours,

                                                                                                /s/ J. Stephen Feinour, Jr.
                                                                                                J. Stephen Feinour, Jr.

cc: Tara Gormel, Franklin Templeton
Harris Goldblat, Franklin Templeton
Julie Patel, Franklin Templeton
Miranda Sturgis, Stradley Ronon Stevens & Young, LLP

EXHIBIT A

March 2024

FRANKLIN TEMPLETON INVESTMENT
SOLUTIONS
Proxy Voting Policies & Procedures
An SEC Compliance Rule Policy and
Procedures*

RESPONSIBILITY OF THE INVESTMENT MANAGERS TO VOTE PROXIES

Franklin Templeton Investment Solutions, a separate investment group within Franklin Templeton, comprised of investment personnel from the SEC-registered investment advisers listed on Appendix A (hereinafter individually an “Investment Manager” and collectively the "Investment Managers") have delegated the administrative duties with respect to voting proxies for securities to the Franklin Templeton Proxy Group. Proxy duties consist of disseminating proxy materials and analyses of issuers whose stock is owned by any client (including both investment companies and any separate accounts managed by the Investment Managers) that has either delegated proxy voting administrative responsibility to the Investment Managers or has asked for information and/or rec