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As filed with the Securities and Exchange Commission on August 12, 2016
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File Nos.
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333-208873
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811-23124
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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[X]
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Pre-Effective Amendment No.
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Post-Effective Amendment No.
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3
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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[X]
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Amendment No.
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7
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FRANKLIN TEMPLETON ETF TRUST
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(Exact Name of Registrant as Specified in Charter)
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ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's Telephone Number, Including Area Code (650) 312-2000
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Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906
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(Name and Address of Agent for Service of Process)
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Approximate Date of Proposed Public Offering:
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___
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immediately upon filing pursuant to paragraph (b)
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X
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on September 14, 2016 pursuant to paragraph (b)
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___
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60 days after filing pursuant to paragraph (a)(1)
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___
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on (date) pursuant to paragraph (a)(1)
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___
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75 days after filing pursuant to paragraph (a)(2)
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___
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on (date) pursuant to paragraph (a)(2) of Rule 485.
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X
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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FRANKLIN TEMPLETON ETF TRUST
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File Nos. 811-23124 & 333-208873
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PART C
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Other Information
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Item 28. Exhibits.
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The following exhibits are incorporated by reference to the previously filed documents indicated below, except as noted:
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(a) Agreement and Declaration of Trust
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(i)
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Certificate of Trust dated October 9, 2015
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Filing: Initial Filing on Form N-1A
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File No. 333-208873
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Filing Date: January 5, 2016
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(ii)
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Agreement and Declaration of Trust dated October 9, 2015
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Filing: Initial Filing on Form N-1A
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File No. 333-208873
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Filing Date: January 5, 2016
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(b) By-laws
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(i)
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By-Laws effective as of October 9, 2015
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Filing: Initial Filing on Form N-1A
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File No. 333-208873
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Filing Date: January 5, 2016
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(c) Instruments Defining Rights of Security Holders
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(i)
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Agreement and Declaration of Trust
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(a)
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Article III, Shares
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(b)
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Article V, Shareholders' Voting Powers and Meetings
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(c)
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Article VI, Net Asset Value; Distributions; Redemptions; Transfers
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(d)
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Article VIII, Certain Transactions: Section 4
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(e)
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Article X, Miscellaneous: Section 4
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(ii)
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By-Laws
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(a)
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Article II, Meetings of Shareholders
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(b)
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Article VI, Records and Reports: Section 1, 2 and 3
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(c)
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Article VII, General Matters: Section 3, 4, 6 and 7
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(d)
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Article VIII, Amendments: Section 1
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(iii)
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Part B, Statement of Additional Information – Item 22
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(d) Investment Advisory Contracts
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(i)
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Investment Management Agreement between Registrant, on behalf of Franklin LibertyQ International Equity Hedged ETF, and Franklin Advisers, Inc. dated April 18, 2016
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Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A
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File No. 333-208873
|
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Filing Date: May 17, 2016
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(ii)
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Investment Management Agreement between Registrant, on behalf of Franklin LibertyQ Emerging Markets ETF, and Franklin Advisers, Inc. dated April 18, 2016
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Filing: Pre-Effective Amendment No. 3 to Registration Statement on
Form N-1A
|
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|
File No. 333-208873
|
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Filing Date: May 17, 2016
|
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(iii)
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Investment Management Agreement between Registrant, on behalf of Franklin LibertyQ Global Dividend ETF, and Franklin Advisers, Inc. dated April 18, 2016
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Filing: Pre-Effective Amendment No. 3 to Registration Statement on
Form N-1A
|
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File No. 333-208873
|
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Filing Date: May 17, 2016
|
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(iv)
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Investment Management Agreement between Registrant, on behalf of Franklin LibertyQ Global Equity ETF, and Franklin Advisers, Inc. dated April 18, 2016
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Filing: Pre-Effective Amendment No. 3 to Registration Statement on
Form N-1A
|
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File No. 333-208873
|
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Filing Date: May 17, 2016
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(v)
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Investment Management Agreement between Registrant, on behalf of Franklin Liberty U.S. Low Volatility ETF, and Franklin Advisers, Inc.
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To be filed by amendment.
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(vi)
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Investment Management Agreement between Registrant, on behalf of Franklin Liberty Investment Grade Corporate ETF, and Franklin Advisers, Inc.
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To be filed by amendment.
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(vii)
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Investment Management Agreement between Registrant, on behalf of Franklin Liberty International Opportunities ETF, and Franklin Advisers, Inc.
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To be filed by amendment.
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(viii)
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Subadvisory Agreement on behalf of Franklin Liberty Investment Grade Corporate ETF, between Franklin Advisers, Inc. and Franklin Templeton Institutional, LLC
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To be filed by amendment.
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(e) Underwriting Contracts
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(i)
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Form of Distribution Agreement, between the Registrant and Franklin Templeton Distributors, Inc.
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Filing: Pre-Effective Amendment No. 3 to Registration Statement on
Form N-1A
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File No. 333-208873
|
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Filing Date: May 17, 2016
|
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(ii)
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Form of Authorized Participant Agreement
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Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A
|
||
|
File No. 333-208873
|
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Filing Date: May 17, 2016
|
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(f) Bonus or Profit Sharing Contracts
|
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Not Applicable
|
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(g) Custodian Agreements
|
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(i)
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Master Custodian Agreement between Registrant and State Street Bank and Trust Company dated April 18, 2016
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Filing: Pre-Effective Amendment No. 3 to Registration Statement on
Form N-1A
|
||
|
File No. 333-208873
|
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Filing Date: May 17, 2016
|
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(h) Other Material Contracts
|
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(i)
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Sub-Contract for Fund Administrative Services between Franklin Advisers, Inc. and Franklin Templeton Services LLC dated April 18, 2016
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Filing: Pre-Effective Amendment No. 3 to Registration Statement on
Form N-1A
|
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|
File No. 333-208873
|
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Filing Date: May 17, 2016
|
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(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
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Filing: Pre-Effective Amendment No. 3 to Registration Statement on
Form N-1A
|
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|
File No. 333-208873
|
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Filing Date: May 17, 2016
|
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(iii)
|
Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company dated April 18, 2016
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Filing: Pre-Effective Amendment No. 3 to Registration Statement on
Form N-1A
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||
|
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
|
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|
File No. 333-208873
|
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Filing Date: May 17, 2016
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(j) Other Opinions
|
||
|
(i)
|
Consent of Independent Registered Public Accounting Firm
|
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Filing: Pre-Effective Amendment No. 3 to Registration Statement on
Form N-1A
|
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|
File No. 333-208873
|
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|
Filing Date: May 17, 2016
|
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|
(k) Omitted Financial Statements
|
||
|
Not Applicable.
|
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(l) Initial Capital Agreements
|
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To be filed by amendment.
|
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|
(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
|
||
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Filing Date: May 17, 2016
|
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(n) Rule 18f-3 Plan
|
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|
Not Applicable.
|
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(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) Power of Attorney
|
||
|
(i)
|
Power of Attorney dated April 18, 2016
|
|
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Filing: Pre-Effective Amendment No. 2 to Registration Statement on
Form N-1A
|
||
|
File No. 333-208873
|
||
|
Filing Date: April 22, 2016
|
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|
Item 29. Persons Controlled by or Under Common Control with the Registrant
|
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None
|
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Item 30. Indemnification
|
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|
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.
|
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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
|
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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.
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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.
|
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Item 31. Business and Other Connections of the Investment Adviser
|
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(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 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.
|
|
|
SIGNATURES
|
|||||
|
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 under 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 this 12th day of August, 2016.
|
|||||
|
FRANKLIN TEMPLETON ETF TRUST
|
|||||
|
(Registrant)
|
|||||
|
By:
|
/s/ Navid J. Tofigh
Navid J. Tofigh
Vice President and Secretary
|
||||
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
|
|||||
|
Signature
|
Title
|
Date
|
|||
|
/s/ Patrick O'Connor*
Patrick O'Connor
|
President and Chief Executive Officer – Investment Manager
|
August 12, 2016
|
|||
|
/s/ Laura F. Fergerson*
Laura F. Fergerson
|
Chief Executive Officer – Finance and Administration
|
August 12, 2016
|
|||
|
/s/ Gaston Gardey*
Gaston Gardey
|
Chief Financial Officer, Chief Accounting Officer and Treasurer
|
August 12, 2016
|
|||
|
/s/ Jennifer M. Johnson*
Jennifer M. Johnson
|
Trustee
|
August 12, 2016
|
|||
|
/s/ Anantha Pradeep*
Anantha Pradeep
|
Trustee
|
August 12, 2016
|
|||
|
/s/ Rohit Bhagat*
Rohit Bhagat
|
Trustee
|
August 12, 2016
|
|||
|
*By:
|
/s/ Navid J. Tofigh
Navid J. Tofigh
Attorney-in-Fact
(Pursuant to Power of Attorney previously filed)
|
|
EXHIBIT NO.
|
DESCRIPTION
|
|
NONE
|