EXEMPT ORDER INFO

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940
Release No. 30350 / January 15, 2013
_____________________________________________
___
In the Matter of :
:
Franklin Advisers, Inc. :
Franklin ETF Trust :
Franklin Templeton Distributors, Inc. :
:
One Franklin Parkway :
San Mateo, CA 94403-1906 :
:
(812-14042) :
_____________________________________________
___:
ORDER UNDER SECTIONS 6(c), 12(d)(1)(J) AND 17(b) OF
THE INVESTMENT
COMPANY ACT OF 1940
Franklin Advisers, Inc., Franklin ETF Trust, and Franklin
Templeton
Distributors, Inc. filed an
application on June 8, 2012, and amendments to the
application on
October 26, 2012, and
December 18, 2012, requesting an order under section
6(c) of the
Investment Company Act of
1940 ("Act") for an exemption from sections 2(a)(32),
5(a)(1),
22(d) and 22(e) of the Act and
rule 22c-1 under the Act, under section 12(d)(1)(J) of
the Act
for an exemption from sections
12(d)(1)(A) and 12(d)(1)(B) of the Act, and under
sections 6(c)
and 17(b) of the Act for an
exemption from sections 17(a)(1) and 17(a)(2) of the
Act.
The order permits: (a) actively managed series of
certain
open-end management investment
companies to issue shares ("Shares") redeemable in
large
aggregations only ("Creation Units");
(b) secondary market transactions in Shares to occur at
negotiated market prices; (c) certain
series to pay redemption proceeds, under certain
circumstances,
 more than seven days after the
tender of Shares for redemption; (d) certain affiliated
persons
 of the series to deposit securities
into, and receive securities from, the series in
connection with
 the purchase and redemption of
Creation Units; and (e) certain registered management
investment
 companies and unit
investment trusts outside of the same group of
investment companies
 as the series to acquire
Shares.
On December 19, 2012, a notice of the filing of the
application was
 issued (Investment Company
Act Release No. 30312). The notice gave interested
persons an
opportunity to request a hearing
and stated that an order disposing of the application
would be
 issued unless a hearing was
ordered. No request for a hearing has been filed, and
the
Commission has not ordered a hearing.
2
The matter has been considered and it is found, on the
basis
of the information set forth in the
application, as amended, that granting the requested
exemptions
 is appropriate in and consistent
with the public interest and consistent with the
protection of
investors and the purposes fairly
intended by the policy and provisions of the Act.
It is further found that the terms of the proposed
transactions,
 including the consideration to be
paid or received, are reasonable and fair and do not
involve
 overreaching on the part of any
person concerned, and that the proposed transactions
are
consistent with the policy of each
registered investment company concerned and with the
general
purposes of the Act.
Accordingly, in the matter of Franklin Advisers, Inc., et
al.
(File No. 812-14042),
IT IS ORDERED, under section 6(c) of the Act, that the
requested
 exemption from sections
2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c-
1
 under the Act is granted, effective
immediately, subject to the conditions contained in the
application,
 as amended.
IT IS FURTHER ORDERED, under section 12(d)(1)(J) of
the Act, that
 the requested exemption
from sections 12(d)(1)(A) and 12(d)(1)(B) of the Act is
granted,
 effective immediately, subject
to the conditions contained in the application, as
amended.
IT IS FURTHER ORDERED, under sections 6(c) and 17(b)
of the Act,
 that the requested
exemption from sections 17(a)(1) and 17(a)(2) of the
Act is granted,
 effective immediately,
subject to the conditions contained in the application,
as amended.
For the Commission, by the Division of Investment
Management, under
 delegated authority.

Kevin M. O'Neill
Deputy Secretary

EXEMPT ORDER INFO

SEC Releases, In the Matter of Age High Income Fund,
Inc., et al.,
777 Mariners Island Boulevard, San Mateo, CA 94404,
Securities and
 Exchange Commission, (Jan. 13, 1987)
SEC Releases
 Click to open document in a browser
37 SEC-DOCKET 569-02
Release No. IC-15534
File No. 812-6505
January 13, 1987
ORDER PERMITTING JOINT TRADING ACCOUNTS
AGE High Income Fund, Inc; Birr, Wilson Money Fund;
Franklin
 California Tax-Free Income Fund, Inc.; Franklin New
York Tax-Free
Income Fund, Inc; Franklin California Tax-Free Trust;
Franklin
Tax-Free Trust; Franklin Corporate Cash Management
Fund; Franklin
 Custodian Funds, Inc; Franklin Equity Fund; Franklin
Federal Money
 Fund; Franklin Federal Tax-Free Income Fund; Franklin
Gold Fund;
Franklin Money Fund; Franklin Option Fund; Franklin
Tax-Exempt Money
 Fund; Franklin New York Tax-Exempt Money Fund;
Franklin
Pennsylvania Investors Fund; and Institutional Fiduciary
Trust
("Funds") and Franklin Advisers, Inc., filed an application
on
 October 17, 1986, and an amendment thereto on
November 24,
1986, requesting an order of the Commission under
Section 17(d)
 of the Investment Company Act of 1940 ("Act") and
Rule 17d-1
 thereunder to permit the Funds, as well as future
investment
 companies for which subsidiaries or affiliates of
Franklin
 Resources, Inc. serve as investment managers, to
deposit
their cash balances remaining uninvested at the end of
each
trading day into a single joint account whose daily
balance
would be used to enter into one or more repurchase
agreements
 in a total amount equal to the aggregate daily balance
in
 the account ("Joint Accounts").
On December 17, 1986, a notice was issued (Investment
Company
Act Release No. 15485) of the filing of the application.
The
 notice gave interested persons an opportunity to
request a
hearing and stated that an order disposing of the
application
would be issued as of course unless a hearing should be
ordered.
 No request for a hearing has been filed, and the
Commission has
 not ordered a hearing.
The matter having been considered, it is found that the
participation of the Funds in the Joint Accounts is
consistent
 with the provisions, policies and purposes of the Act
and that
 their participation in the Joint Accounts is not on a
basis less
 advantageous than that of any other participant.
Accordingly,
IT IS ORDERED, pursuant to Section 17(d) of the Act and
Rule 17d-1
 thereunder that the application to permit the Funds to
participate
 in the Joint Accounts as described in the application,
be, and
hereby is granted, effective forthwith.
For the Commission, by the Division of Investment
Management,
under delegated authority.

Jonathan G. Katz
Secretary

EXEMPT ORDER INFO

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940
Release no. 32722/July 3, 2017
_____________________________________________
___
In the Matter of :
:
Franklin Fund Allocator Series :
Franklin Advisers, Inc. :
Franklin Templeton Distributors, Inc. :
:
One Franklin Parkway :
San Mateo, CA 94403 :
:
(812-14611) :
_____________________________________________
___:
ORDER UNDER SECTION 12(d)(1)(J) OF THE
INVESTMENT COMPANY ACT OF
 1940 GRANTING AN EXEMPTION FROM SECTIONS
12(d)(1)(A), (B), AND
 (C) OF THE ACT, UNDER SECTIONS 6(c) AND 17(b) OF
THE ACT
GRANTING AN EXEMPTION FROM SECTION 17(a) OF
THE ACT, AND UNDER
 SECTION 6(C) OF THE ACT FOR AN EXEMPTION FROM
RULE 12d1-2(a)
UNDER THE ACT
Franklin Fund Allocator Series, Franklin Advisers, Inc.,
and
 Franklin Templeton Distributors, Inc. filed an
application
on February 9, 2016, and an amendment to the
application on
May 23, 2017, requesting an order under section
12(d)(1)(J)
of the Investment Company Act of 1940 (the "Act")
granting
 an exemption from sections 12(d)(1)(A), (B), and (C) of
the
 Act, under sections 6(c) and 17(b) of the Act granting
an
exemption from section 17(a) of the Act, and under
section
6(c) of the Act for an exemption from rule 12d1-2(a)
under
the Act. The order would permit (a) certain registered
open-end
management investment companies that operate as
"funds of funds"
 to acquire shares of certain registered open-end
management
 investment companies, registered closed-end
management investment
 companies, "business development companies," as
defined by section
 2(a)(48) of the Act, and registered unit investment
trusts that
 are within and outside the same group of investment
companies as
 the acquiring investment companies and (b) certain
registered
 open-end management investment companies relying
on rule 12d1-2
 under the Act to invest in certain financial instruments.
On June 5, 2017, a notice of the filing of the application
was
issued (Investment Company Act Release No. 32669).
The notice
 gave interested persons an opportunity to request a
hearing
 and stated that an order granting the application would
be
issued unless a hearing was ordered. No request for a
hearing
 has been filed, and the Commission has not ordered a
hearing.
2
The matter has been considered and it is found, on the
basis
of the information set forth in the application, as
amended,
that granting the requested exemption is appropriate in
and
consistent with the public interest and consistent with
the
protection of investors and the purposes fairly intended
by
 the policy and provisions of the Act.
It is also found that the terms of the proposed
transactions
 are reasonable and fair and do not involve
overreaching, and
 the proposed transactions are consistent with the
policies of
 each registered investment company concerned and
with the
 general purposes of the Act.
Accordingly,
IT IS ORDERED, that the relief requested under section
12(d)(1)(J)
 of the Act from sections 12(d)(1)(A), (B), and (C) of the
Act,
 under sections 6(c) and 17(b) of the Act from section
17(a) of
the Act, and under section 6(c) of the Act for an
exemption from
 rule 12d1-2(a) under the Act by Franklin Fund Allocator
Series,
et al. (File No. 812-14611) is granted, effective
immediately,
subject to the conditions contained in the application,
as amended.
For the Commission, by the Division of Investment
Management,
 under delegated authority.

Eduardo Aleman
Assistant Secretary

EXEMPT ORDER INFO

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940
Release No. 33117 / June 5, 2018
_____________________________________________
_____________________
In the Matter 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 FLOATING RATE MASTER TRUST :
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 U.S. GOVERNMENT MONEY FUND :
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 ETF TRUST :
FRANKLIN TEMPLETON GLOBAL TRUST :
FRANKLIN TEMPLETON INTERNATIONAL TRUST :
FRANKLIN TEMPLETON MONEY FUND TRUST :
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 :
THE MONEY MARKET PORTFOLIOS :
FRANKLIN LIMITED DURATION INCOME TRUST :
2
FRANKLIN UNIVERSAL TRUST :
TEMPLETON DRAGON FUND, INC. :
TEMPLETON EMERGING MARKETS FUND :
TEMPLETON EMERGING MARKETS INCOME FUND :
TEMPLETON GLOBAL INCOME FUND :
FRANKLIN ADVISERS, INC. :
FRANKLIN TEMPLETON INVESTMENT MANAGEMENT
LIMITED :
K2/D&S MANAGEMENT CO., L.L.C. :
FASA LLC :
FRANKLIN TEMPLETON INSTITUTIONAL, LLC :
FRANKLIN ADVISORY SERVICES, LLC :
FRANKLIN MUTUAL ADVISERS, LLC :
TEMPLETON INVESTMENT COUNSEL, LLC :
TEMPLETON ASSET MANAGEMENT LTD. :
TEMPLETON GLOBAL ADVISORS LIMITED :
:
One Franklin Parkway :
San Mateo, CA 94403 :
:
(812-14819) :
_____________________________________________
_____________________:
ORDER UNDER SECTION 6(c) OF THE INVESTMENT
COMPANY ACT OF 1940
GRANTING AN EXEMPTION FROM SECTIONS 18(f) AND
21(b) OF THE ACT;
UNDER
SECTION 12(d)(1)(J) OF THE ACT GRANTING AN
EXEMPTION FROM SECTION
12(d)(1) OF THE ACT; UNDER SECTIONS 6(c) AND 17(b)
OF THE ACT
GRANTING AN
EXEMPTION FROM SECTIONS 17(a)(1), 17(a)(2), AND
17(a)(3) OF THE
 ACT; AND
UNDER SECTION 17(d) OF THE ACT AND RULE 17d-1
UNDER THE ACT TO
 PERMIT
CERTAIN JOINT ARRANGEMENTS AND TRANSACTIONS
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 Floating Rate Master Trust,
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 U.S.
 Government Money Fund,
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 ETF Trust, Franklin Templeton Global Trust,
Franklin
Templeton International Trust,
Franklin Templeton Money Fund Trust, 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, The Money Market
Portfolios, Franklin Limited Duration Income Trust,
Franklin
 Universal Trust, Templeton Dragon
Fund, Inc., Templeton Emerging Markets Fund,
Templeton Emerging
 Markets Income Fund, and
Templeton Global Income Fund, Franklin Advisers, Inc.,
Franklin
 Templeton Investment
Management Limited, K2/D&S Management Co., L.L.C.,
FASA LLC,
Franklin Templeton
Institutional, LLC, Franklin Advisory Services, LLC,
Franklin
Mutual Advisers, LLC, Templeton
3
Investment Counsel, LLC, Templeton Asset
Management Ltd., and
 Templeton Global Advisors
Limited filed an application on September 14, 2017, and
an
amendment on March 9, 2018.
Applicants requested an order under section 6(c) of the
Investment
 Company Act of 1940 (the
"Act") for an exemption from sections 18(f) and 21(b) of
the Act,
 under section 12(d)(1)(J) of
the Act for an exemption from section 12(d)(1) of the
Act, under
 sections 6(c) and 17(b) of the
Act for an exemption from sections 17(a)(1), 17(a)(2),
and 17(a)(3)
 of the Act, and under section
17(d) of the Act and rule 17d-1 under the Act to permit
certain
joint arrangements and
transactions. The order supersedes a prior order1 and
permits
certain registered management
investment companies to participate in a joint lending
and
borrowing facility.
On May 10, 2018, a notice of the filing of the application
was
 issued (Investment Company Act
Release No. 33095). The notice gave interested persons
an
 opportunity to request a hearing and
stated that an order disposing of the application would
be issued
unless a hearing was ordered.
No request for a hearing has been filed, and the
Commission has
not ordered a hearing.
The matter has been considered and it is found, on the
basis of
the information set forth in the
application, as amended, that granting the requested
exemption
 is consistent with and appropriate
in the public interest, and consistent with the
protection of
investors and the purposes fairly
intended by the policy and provisions of the Act.
It is also found that the terms of the proposed
transactions,
including the consideration to be paid
or received, are reasonable and fair and do not involve
overreaching on the part of any person
concerned, and that the proposed transactions are
consistent
with the policy of each registered
investment company concerned and the general
purposes of the
 Act.
It is further found that the participation of each
registered
 investment company in the proposed
credit facility is consistent with the provisions, policies,
and purposes of the Act, and not on a
basis different from or less advantageous than that of
other
participants.
Accordingly, in the matter of Franklin Alternative
Strategies
Funds, et al., (File No. 812-14819),
IT IS ORDERED, under section 6(c) of the Act, that the
requested
 exemptions from sections
18(f) and 21(b) of the Act are granted, effective
immediately,
 subject to the conditions in the
application, as amended.
IT IS FURTHER ORDERED, under section 12(d)(1)(J) of
the Act,
that the requested exemption
from section 12(d)(1) of the Act is granted, effective
immediately,
 subject to the conditions in
the application, as amended.
IT IS FURTHER ORDERED, under sections 6(c) and 17(b)
of the Act,
 that the requested
exemptions from sections 17(a)(1), 17(a)(2), and
17(a)(3) of the
 Act are granted, effective
immediately, subject to the conditions in the
application, as
amended.
1 Franklin Gold Fund, et al., Investment Company Act
Release Nos.
 24016 (Sept. 16, 1999) (notice) and
24080 (Oct. 13, 1999) (order).
4
IT IS FURTHER ORDERED, under section 17(d) of the Act
and rule
17d-1 under the Act, that
the proposed transactions are approved, effective
immediately,
 subject to the conditions in the
application, as amended.
For the Commission, by the Division of Investment
Management,
under delegated authority.

Eduardo A. Aleman
Assistant Secretary

EXEMPT ORDER INFO

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940 Release No.
30698 / September 24,
 2013
In the Matter of
FRANKLIN TEMPLETON INTERNATIONAL TRUST
FRANKLIN TEMPLETON VARIABLE
 INSURANCE PRODUCTS
TRUST
TEMPLETON INCOME TRUST
TEMPLETON GLOBAL INVESTMENT TRUST FRANKLIN
ALTERNATIVE STRATEGIES
 FUNDS
K2/D&S MANAGEMENT CO., L.L.C. TEMPLETON ASSET
MANAGEMENT LTD.
FRANKLIN ADVISERS, INC. One Franklin Parkway
San Mateo, CA 94403-1906
(File No. 812-14167)
ORDER UNDER SECTION 6(c) OF THE INVESTMENT
COMPANY ACT OF 1940
GRANTING AN EXEMPTION FROM SECTION 15(a) OF
THE ACT AND RULE 18f-2
UNDER THE ACT AND CERTAIN DISCLOSURE
REQUIREMENTS
Franklin Templeton International Trust, Franklin
Templeton Variable
 Insurance Products Trust,
Templeton Income Trust, Templeton Global Investment
Trust, Franklin
 Alternative Strategies
Funds, K2/D&S Management Co., L.L.C., Templeton
Asset Management
Ltd., and Franklin
Advisers, Inc. filed an application on June 13, 2013, and
an
amendment
 to the application on
August 27, 2013, requesting an order under section 6(c)
of the
Investment Company Act of 1940
(the "Act") for an exemption from section 15(a) of the
Act and
rule 18f-2 under the Act, as well
as from certain disclosure requirements. The order
supersedes a
prior order1 and permits
applicants to enter into and materially amend
subadvisory agreements
 without shareholder
approval and also grants relief from certain disclosure
requirements.
1 Franklin Advisers, Inc. and Franklin Templeton
International
Trust, Investment Company Act Release Nos.
30105 (Jun. 18, 2012) (notice) and 30138 (Jul. 17, 2012)
(order).
2
On August 27, 2013, a notice of the filing of the
application was
issued (Investment Company
Act Release No. 30679. The notice gave interested
persons an
opportunity to request a hearing
and stated that an order granting the application would
be issued
unless a hearing was ordered.
No request for a hearing has been filed, and the
Commission has
not ordered a hearing.
The matter has been considered and it is found, on the
basis of
the information set forth in the
application, as amended, that granting the requested
exemption is
 appropriate in the public
interest and consistent with the protection of investors
and the
purposes fairly intended by the
policy and provisions of the Act.
Accordingly,
IT IS ORDERED, under section 6(c) of the Act, that the
relief
 requested by Franklin Templeton
International Trust, et al. (File No. 812-14167) is
granted,
effective immediately, subject to the
conditions contained in the application, as amended.
For the Commission, by the Division of Investment
Management,
under delegated authority.

Kevin M. O'Neill
Deputy Secretary

EXEMPT ORDER INFO

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940
Release No. 32133 / May 31, 2016
_____________________________________________
___
In the Matter of :
:
FRANKLIN TEMPLETON ETF TRUST :
FRANKLIN ADVISERS, INC :
FRANKLIN TEMPLETON DISTRIBUTORS, INC. :
One Franklin Parkway :
San Mateo, California 94403-1906 :
:
(812-14566) :
_____________________________________________
____
ORDER UNDER SECTIONS 6(c), 12(d)(1)(J) AND 17(b) OF
THE INVESTMENT
COMPANY ACT OF 1940
Franklin Templeton ETF Trust, Franklin Advisers, Inc.
and Franklin
 Templeton Distributors,
Inc. filed an application on October 16, 2015, and an
amendment to
 the application on April 11,
2016, requesting an order under section 6(c) of the
Investment
Company Act of 1940 ("Act") for
an exemption from sections 2(a)(32), 5(a)(1), 22(d) and
22(e) of
the Act and rule 22c-1 under the
Act, under section 12(d)(1)(J) of the Act for an
exemption from
sections 12(d)(1)(A) and
12(d)(1)(B) of the Act, and under sections 6(c) and 17(b)
of the
Act for an exemption from
sections 17(a)(1) and 17(a)(2) of the Act.
The order permits: (a) series of certain open-end
management
investment companies to issue
shares ("Shares") redeemable in large aggregations only
("Creation Units"); (b) secondary
market transactions in Shares to occur at negotiated
market prices
 rather than at net asset value;
(c) certain series to pay redemption proceeds, under
certain
circumstances, more than seven days
after the tender of Shares for redemption; (d) certain
affiliated
persons of the series to deposit
securities into, and receive securities from, the series in
connection with the purchase and
redemption of Creation Units; and (e) certain registered
management
investment companies and
unit investment trusts outside of the same group of
investment
companies as the series to acquire
Shares.
On May 5, 2016, a notice of the filing of the application
was
issued (Investment Company Act
Release No. 32105). The notice gave interested persons
an
opportunity to request a hearing and
stated that an order disposing of the application would
be
issued unless a hearing was ordered.
No request for a hearing has been filed, and the
Commission
has not ordered a hearing.
The matter has been considered and it is found, on the
basis
of the information set forth in the
application, as amended, that granting the requested
exemptions
 is appropriate in the public
2
interest and consistent with the protection of investors
and the
 purposes fairly intended by the
policy and provisions of the Act.
It is further found that the terms of the proposed
transactions,
 including the consideration to be
paid or received, are reasonable and fair and do not
involve
overreaching on the part of any
person concerned, and that the proposed transactions
are consistent
 with the policy of each
registered investment company concerned and with the
general
 purposes of the Act.
Accordingly, in the matter of Franklin Templeton ETF
Trust,
et al. (File No. 812-14566),
IT IS ORDERED, under section 6(c) of the Act, that the
requested
 exemption from sections
2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c-
1
 under the Act is granted, effective
immediately, subject to the conditions contained in the
application, as amended.
IT IS FURTHER ORDERED, under section 12(d)(1)(J) of
the Act,
 that the requested exemption
from sections 12(d)(1)(A) and 12(d)(1)(B) of the Act is
granted,
 effective immediately, subject
to the conditions contained in the application, as
amended.
IT IS FURTHER ORDERED, under sections 6(c) and 17(b)
of the Act,
 that the requested
exemption from sections 17(a)(1) and 17(a)(2) of the
Act is
 granted, effective immediately,
subject to the conditions contained in the application,
as
amended.
For the Commission, by the Division of Investment
Management,
under delegated authority.

Brent J. Fields
Secretary

INTERNAL CONTROL RPT

Report of Independent Registered Public
Accounting Firm

To the Board of Trustees of the Franklin Templeton ETF
Trust and Shareholders of the Franklin FTSE Asia ex
Japan ETF, Franklin FTSE Australia ETF, Franklin FTSE
Brazil ETF, Franklin FTSE Canada ETF, Franklin FTSE
China ETF, Franklin FTSE Europe ETF, Franklin FTSE
Europe Hedged ETF, Franklin FTSE France ETF,
Franklin FTSE Germany ETF, Franklin FTSE Hong Kong
ETF, Franklin FTSE India ETF, Franklin FTSE Italy
ETF, Franklin FTSE Japan ETF, Franklin FTSE Japan
Hedged ETF, Franklin FTSE Latin America ETF,
Franklin FTSE Mexico ETF, Franklin FTSE Russia
ETF,Franklin FTSE Saudi Arabia ETF, Franklin FTSE
South Africa ETF , Franklin FTSE South Korea ETF,
Franklin FTSE Switzerland ETF, Franklin FTSE Taiwan
ETF, Franklin FTSE United Kingdom ETF,Franklin
Liberty High Yield Corporate ETF, Franklin Liberty
International Aggregate Bond ETF, Franklin Liberty
Intermediate Municipal Opportunities ETF, Franklin
Liberty International Opportunities ETF, Franklin
Liberty Investment Grade Corporate ETF, Franklin
Liberty Municipal Bond ETF, Franklin Liberty U.S. Low
Volatility ETF, Franklin Liberty Senior Loan ETF,
Franklin LibertyQ Emerging Markets ETF, Franklin
LibertyQ Global Dividend ETF, Franklin LibertyQ Global
Equity ETF, Franklin LibertyQ International Equity
Hedged ETF, Franklin LibertyQ U.S. Equity ETF,
Franklin LibertyQ U.S. Mid Cap Equity ETF, and
Franklin LibertyQ U.S. Small Cap Equity ETF:

In planning and performing our audits of the financial
statements Franklin FTSE Asia ex Japan ETF, Franklin
FTSE Australia ETF, Franklin FTSE Brazil ETF, Franklin
FTSE Canada ETF, Franklin FTSE China ETF, Franklin
FTSE Europe ETF, Franklin FTSE Europe Hedged ETF,
Franklin FTSE France ETF, Franklin FTSE Germany
ETF, Franklin FTSE Hong Kong ETF, Franklin FTSE
India ETF, Franklin FTSE Italy ETF, Franklin FTSE
Japan ETF, Franklin FTSE Japan Hedged ETF, Franklin
FTSE Latin America ETF, Franklin FTSE Mexico ETF,
Franklin FTSE Russia ETF,Franklin FTSE Saudi Arabia
ETF, Franklin FTSE South Africa ETF , Franklin FTSE
South Korea ETF, Franklin FTSE Switzerland ETF,
Franklin FTSE Taiwan ETF, Franklin FTSE United
Kingdom ETF,Franklin Liberty High Yield Corporate
ETF, Franklin Liberty International Aggregate Bond
ETF, Franklin Liberty Intermediate Municipal
Opportunities ETF, Franklin Liberty International
Opportunities ETF, Franklin Liberty Investment Grade
Corporate ETF, Franklin Liberty Municipal Bond ETF,
Franklin Liberty U.S. Low Volatility ETF, Franklin
Liberty Senior Loan ETF, Franklin LibertyQ Emerging
Markets ETF, Franklin LibertyQ Global Dividend ETF,
Franklin LibertyQ Global Equity ETF, Franklin LibertyQ
International Equity Hedged ETF, Franklin LibertyQ
U.S. Equity ETF, Franklin LibertyQ U.S. Mid Cap Equity
ETF, and Franklin LibertyQ U.S. Small Cap Equity ETF
(constituting Franklin Templeton ETF Trust, hereafter
collectively referred to as the "Funds" ) as of and for the
year ended March 31, 2019, in accordance with the
standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), we considered the
Funds' internal control over financial reporting,
including controls over safeguarding securities, as a
basis for designing our auditing procedures for the
purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form
N-CEN, but not for the purpose of expressing an opinion
on the effectiveness of the Funds' internal control over
financial reporting. Accordingly, we do not express an
opinion on the effectiveness of the Funds' internal
control over financial reporting.

The management of the Funds is responsible for
establishing and maintaining effective internal control
over financial reporting. In fulfilling this responsibility,
estimates and judgments by management are required to
assess the expected benefits and related costs of controls.
A fund's internal control over financial reporting is a
process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes
in accordance with generally accepted accounting
principles. A fund's internal control over financial
reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the fund; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements
in accordance with generally accepted accounting
principles, and that receipts and expenditures of the
fund are being made only in accordance with
authorizations of management and trustees of the fund;
and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized
acquisition, use or disposition of a fund's assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

A deficiency in internal control over financial reporting
exists when the design or operation of a control does not
allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is
a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a
reasonable possibility that a material misstatement of
the funds' annual or interim financial statements will not
be prevented or detected on a timely basis.

Our consideration of the Funds' internal control over
financial reporting was for the limited purpose described
in the first paragraph and would not necessarily disclose
all deficiencies in internal control over financial
reporting that might be material weaknesses under
standards established by the PCAOB. However, we noted
no deficiencies in the Funds' internal control over
financial reporting and their operation, including
controls over safeguarding securities that we consider to
be material weaknesses as defined above as of March 31,
2019.

This report is intended solely for the information and use
of management and the Board of Trustees of the
Franklin Templeton ETF Trust and the Securities and
Exchange Commission and is not intended to be and
should not be used by anyone other than these specified
parties.

/s/PricewaterhouseCoopers LLP
San Francisco, California
May 20, 2019