Schedule 14A Information
Proxy Statement Pursuant to Section
14(A) of the Securities Exchange Act of 1934 (Amendment No. _)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use
of the Commission
[ ] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material under Section 240.14a-12
FRANKLIN ETF TRUST
FRANKLIN TEMPLETON ETF TRUST
FRANKLIN TEMPLETON TRUST
LEGG MASON ETF INVESTMENT TRUST
LEGG MASON ETF INVESTMENT TRUST II
(Name of Registrant as Specified
in its Charter)
Name of Person(s) Filing Proxy Statement,
other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
FRANKLIN ETF TRUST
Franklin Short Duration U.S. Government
ETF
FRANKLIN TEMPLETON ETF TRUST
| Franklin Emerging Market Core Dividend Tilt Index ETF |
Franklin FTSE Germany ETF |
Franklin FTSE United Kingdom ETF |
Franklin Intelligent Machines ETF |
|
Franklin International Core Dividend Tilt Index ETF
|
Franklin FTSE Hong Kong ETF |
Franklin U.S. Equity Index ETF |
Franklin International Aggregate Bond ETF |
| Franklin U.S. Core Dividend Tilt Index ETF |
Franklin FTSE India ETF |
BrandywineGLOBAL – Dynamic US Large Cap Value ETF |
Franklin Investment Grade Corporate ETF |
| Franklin U.S. Large Cap Multifactor Index ETF |
Franklin FTSE Japan ETF |
BrandywineGLOBAL – US Fixed Income ETF |
Franklin Municipal Green Bond ETF |
| Franklin U.S. Mid Cap Multifactor Index ETF |
Franklin FTSE Japan Hedged ETF |
ClearBridge Sustainable Infrastructure ETF |
Franklin Senior Loan ETF |
| Franklin U.S. Small Cap Multifactor Index ETF |
Franklin FTSE Latin America ETF |
Franklin Disruptive Commerce ETF |
Franklin Systematic Style Premia ETF |
| Franklin FTSE Asia ex Japan ETF |
Franklin FTSE Mexico ETF |
Franklin Dynamic Municipal Bond ETF |
Franklin Ultra Short Bond ETF |
| Franklin FTSE Australia ETF |
Franklin FTSE Russia ETF |
Franklin Exponential Data ETF |
Franklin U.S. Core Bond ETF |
| Franklin FTSE Brazil ETF |
Franklin FTSE Saudi Arabia ETF |
Franklin Focused Growth ETF |
Franklin Income Equity Focus ETF |
|
Franklin FTSE Canada ETF
|
Franklin FTSE South Korea ETF |
Franklin Genomic Advancements ETF |
Franklin U.S. Treasury Bond ETF |
| Franklin FTSE China ETF |
Franklin FTSE Switzerland ETF |
Franklin High Yield Corporate ETF |
Martin Currie Sustainable International Equity ETF |
| Franklin FTSE Europe ETF |
Franklin FTSE Taiwan ETF |
Franklin Income Focus ETF |
Western Asset Bond ETF |
| Franklin FTSE Eurozone ETF |
|
|
|
FRANKLIN TEMPLETON TRUST
Franklin OnChain U.S. Government
Money Fund
LEGG MASON ETF INVESTMENT TRUST
ClearBridge Dividend Strategy ESG ETF
ClearBridge Large Cap Growth ESG ETF
Royce Quant Small-Cap Quality Value ETF
Western Asset Short Duration Income ETF
Western Asset Total Return ETF
Franklin International Low Volatility High
Dividend Index ETF
Franklin U.S. Low Volatility High
Dividend Index ETF
LEGG MASON ETF INVESTMENT TRUST II
ClearBridge Focus Value ESG ETF
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. Please read the enclosed materials and cast your vote on the proxy card(s) or voting instruction form(s).
Voting your shares immediately will help minimize
additional solicitation expenses and prevent the need to call you to solicit your vote.
The proposals for each Trust and Fund have been carefully
reviewed by the Board of Trustees of that Trust (each, a “Board,” and together, the “Boards”). The Trustees
of a Trust, all but one who are not affiliated with Franklin Templeton, are responsible for protecting your interests as a shareholder.
Each Board recommends that you vote FOR the proposals that relate to your Fund(s).
Voting is quick and easy. Everything you need is enclosed.
To cast your vote, simply complete the proxy card(s) or form(s) enclosed in this package. Be sure to sign the card(s) or
form(s) before mailing it (them) in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the
Internet. Simply call the toll-free number or visit the web site indicated on your proxy card(s) or voting instruction form(s), and
follow the instructions.
If you have any questions before you vote, please
call Morrow Sodali Fund Solutions, our proxy solicitor, at 1-888-372-0829 (10:00 a.m.-11:00 p.m., Eastern time, Monday through
Friday). We’ll be glad to help you get your vote in quickly. Thank you for your participation in this important initiative.
The following Q&A is provided to assist you in understanding
the proposals that affect your Fund(s). The proposals are described in greater detail in the enclosed proxy statement. We appreciate
your placing your trust in Franklin Templeton and look forward to continuing to help you achieve your financial goals.
Important information to help you understand and vote on
the proposals
Below is a brief overview of the proposals to be voted
on. The proxy statement provides more information on which proposals are to be voted upon by Fund shareholders. Your
vote is important, no matter how large or small your holdings may be.
What proposals am I being asked to vote on?
Shareholders are being asked to vote on the following
proposals:
| 1. | To elect a Board of Trustees. |
| 2. | For Royce Quant Small-Cap Quality Value ETF (“SQLV”) only- to approve changes to the current fundamental investment
policy regarding industry concentration. |
| 3. | For each Fund that is a Series of Legg Mason ETF Investment Trust only - to approve the use of a “manager of
managers” structure whereby each Fund’s investment manager would be able to hire and replace affiliated and unaffiliated
subadvisers without shareholder approval. |
Has each Fund’s Board of Trustees approved
the proposals that relate to that Fund?
Each Board has unanimously approved proposal 1. The Board of Legg
Mason ETF Investment Trust has unanimously approved proposal 2 on behalf of SQLV and proposal 3 on behalf of each Fund that is a
series in such Trust. Each Board recommends that you vote to approve those proposals that apply to your Fund(s).
1. To elect a Board of Trustees.
What role does the Board play?
The Board of each Trust has the responsibility for
looking after the interests of the shareholders of the Funds comprising such Trust. As such, each Board has an obligation to serve
the best interests of shareholders, including approving policy changes. In addition, each Board reviews Fund performance, oversees
Fund activities, and reviews contractual arrangements with companies that provide services to the Fund(s) of that Trust.
What is the affiliation of the Board and Franklin
Templeton?
Each Board currently has, and is proposed to continue
to have, at least 75% of its trustees be “independent” and to have one “interested” trustee. Trustees are
determined to be “interested” by virtue of, among other things, their affiliation with the Franklin Templeton Funds,
or with Franklin Templeton as fund management. Independent trustees have no affiliation with Franklin Templeton and are compensated
by each Trust that they serve.
2. For
SQLV only- to approve an amendment to the current fundamental investment policy regarding industry concentration.
What is SQLV’s current fundamental investment
policy regarding industry concentration and why is it proposed to be changed?
The current fundamental investment
policy regarding industry concentration is as follows:
Concentration. 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 U.S. Securities
and Exchange Commission (“SEC”), SEC staff or other authority with appropriate jurisdiction, and except that the Fund
may invest more than 25% of the value of its total assets in securities of issuers in the same industry to approximately the same
extent that its Underlying Index concentrates in the securities of such particular industry.
Prior to May 10, 2022, SQLV pursued
a different investment objective and strategy as a passive ETF whereby SQLV sought to track the investment results of a specific
underlying index. Pursuant to that strategy, SQLV operated in reliance on SEC guidance permitting SQLV to concentrate its investments
(i.e., invest more than 25% of the value of its total assets in securities of issuers in the same industry) to approximately
the same extent that its underlying index was concentrated in the securities of such particular industry. Effective May 10, 2022,
SQLV became an actively-managed ETF and no longer pursues an investment objective and strategy that seeks to track the investment
results of an underlying index. As a result, SQLV is no longer eligible to rely on the aforementioned SEC guidance applicable to
passive ETFs with respect to its fundamental policy relating to concentration. At the request of the SEC staff, SQLV agreed that
next time it held a shareholder meeting, it would propose changing such fundamental policy to remove the language that permitted
SQLV to concentrate its investments to approximately the same extent that its underlying index was concentrated in the securities
of a particular industry.
What will be the effect of changing SQLV’s current
fundamental investment policy regarding industry concentration?
The Legg Mason ETF Investment Trust Board and SQLV’s
investment manager and subadviser do not anticipate any changes to the manner in which SQLV is managed as a result of the proposed
change to the fundamental industry concentration policy.
3. For
each Fund of Legg Mason ETF Investment Trust only - to approve the use of a “manager of managers” structure whereby
each Fund’s investment manager would be able to hire and replace affiliated and unaffiliated subadvisers without shareholder
approval.
What is the purpose of the Manager of Managers
Structure?
Shareholders of the Funds of Legg Mason ETF Investment
Trust are being asked to approve the use of a “manager of managers” structure that would permit each Fund’s investment
manager, Franklin Templeton Fund Adviser, LLC, subject to Board approval, to appoint and replace subadvisers that are wholly or
partially owned by (affiliated with) Franklin Templeton and subadvisers that are not affiliated with Franklin Templeton, without
obtaining prior shareholder approval (the “Manager of Managers Structure”). The Manager of Managers Structure would
enable each Fund to operate with greater efficiency in the future by allowing a Fund to use both affiliated and unaffiliated subadvisers
best suited to its needs without potential delays that could be associated with obtaining shareholder approvals.
How will the Manager of Managers Structure affect the Funds
that are series of LMETFIT?
The use of the Manager of Managers Structure will not change the contractual fees paid to the investment manager by a Fund or fees paid
by a Fund’s shareholders. If the proposal is approved for a Fund, and the Board and the Fund’s investment manager believe
that the use of one or more subadvisers would be in the best interests of a Fund, the Fund’s shareholders generally would not be
asked to approve hiring subadvisers for such Fund, assuming the conditions of the manager of managers exemptive order issued by the SEC
are met. Rather, the Fund’s investment manager, with the approval of the Board, including a majority of the independent trustees,
would be able to appoint subadvisers and make appropriate changes to the subadvisory agreements without seeking shareholder approval.
A Fund would, however, inform shareholders of the hiring of any new subadviser within 90 days after the hiring of the subadviser.
Who is Morrow Sodali Fund Solutions?
Morrow Sodali Fund Solutions (the “Solicitor”) is a
company not affiliated with the Funds or with Franklin Templeton that the Trusts, on behalf of the Funds, hired to call or otherwise
solicit shareholders and record proxy votes. In order to hold a shareholder meeting, a certain percentage of a Fund’s shares
(often referred to as “quorum”) must be represented at the meeting. If a quorum is not attained, the meeting must be
adjourned to a future date. The Funds may attempt to reach shareholders through multiple mailings to remind them to cast their vote.
As the meeting date approaches, phone calls may be made to shareholders who have not yet voted their shares so that the shareholder
meeting does not have to be postponed.
How many votes am I entitled to cast?
Shareholders of a Fund that are a series of the Franklin
ETF Trust, Franklin Templeton ETF Trust and Franklin Templeton Trust are entitled to one vote for each share they own of a Fund
on the record date. Shareholders of a series of the Legg Mason ETF Investment Trust and Legg Mason ETF Investment Trust II are
entitled to one vote for each dollar of net asset value of the Fund represented by the shareholder’s shares of that Fund
on the record date. The manner in which shareholders of each Fund are entitled to vote is shown on Exhibit A to the proxy statement.
The record date is July 29, 2024 (the “Record Date”).
How do I vote my shares?
You can vote your shares by completing and signing the
enclosed proxy card(s) or voting instruction form(s) and mailing it (them) in the enclosed postage-paid envelope. You may also
vote by touch-tone telephone by calling the toll-free number printed on your proxy card(s) or voting instruction form(s) and following
the recorded instructions. In addition, you may also vote through the Internet by visiting the website printed on your proxy card(s)
or voting instruction form(s) and following the on-line instructions. If you need any assistance, or have any questions regarding
the proposals or how to vote your shares, please call Morrow Sodali Fund Solutions at 1-888-372-0829 (10:00 a.m. – 11:00
p.m. Eastern time, Monday through Friday).
How do I sign the proxy card?
Individual Accounts: Shareholders should sign
exactly as their names appear on the account registration shown on the card or form.
Joint Accounts: Either owner may sign, but
the name of the person signing should conform exactly to a name shown in the registration.
All Other Accounts: The person signing must
indicate his or her capacity. For example, a trustee for a trust or other entity should sign, “Ann B. Collins, Trustee.”
May I attend the meeting?
The meeting will be conducted exclusively online via
live webcast. Shareholders as of the Record Date (July 29, 2024) may request the meeting credentials by following the instructions
below. In each case, the request should be received no later than October 7, 2024 at 2:00 p.m., Eastern time.
If you hold Fund shares through an intermediary
(such as a bank, broker or other custodian) as of the Record Date, you must first register in advance to access your
individual control number in order to attend the meeting. To register and receive your individual control number, you must
email proof of your proxy power (“Legal Proxy”) from your intermediary indicating that you are the beneficial
owner of the shares in a Fund on the Record Date and authorizing you to vote (you may forward the email from your
intermediary or attach an image of your Legal Proxy), along with your name and email address, to the Solicitor at msfs-meetinginfo@morrowsodali.com
with “Legal Proxy” included in the subject line. The email must also state whether before the meeting you
authorized a proxy to vote for you and, if so, how you instructed such proxy to vote. The Solicitor will then email you the
instructions to register for the meeting. After you register, you will receive a confirmation of your registration and an
individual control number by email from the Solicitor. The Solicitor also will email your meeting credentials for
participation in the meeting and instructions for voting during the meeting.
The meeting will begin promptly at 11:00 a.m., Eastern time on
October 8, 2024. The Trusts encourage you to access the meeting a few minutes prior to the start time leaving ample time for the check
in. For technical assistance in accessing the meeting, shareholders can email msfs-meetinginfo@morrowsodali.com. During the
meeting, instructions will be provided for shareholders in attendance to submit comments and questions.
FRANKLIN ETF TRUST
Franklin Short Duration U.S. Government
ETF
FRANKLIN TEMPLETON ETF TRUST
|
Franklin Emerging Market Core Dividend Tilt Index ETF
|
Franklin FTSE Germany ETF |
Franklin FTSE United Kingdom ETF |
Franklin Intelligent Machines ETF |
|
Franklin International Core Dividend Tilt Index ETF
|
Franklin FTSE Hong Kong ETF |
Franklin U.S. Equity Index ETF |
Franklin International Aggregate Bond ETF |
|
Franklin U.S. Core Dividend Tilt Index ETF
|
Franklin FTSE India ETF |
BrandywineGLOBAL – Dynamic US Large Cap Value ETF |
Franklin Investment Grade Corporate ETF |
|
Franklin U.S. Large Cap Multifactor Index ETF
|
Franklin FTSE Japan ETF |
BrandywineGLOBAL – US Fixed Income ETF |
Franklin Municipal Green Bond ETF |
|
Franklin U.S. Mid Cap Multifactor Index ETF
|
Franklin FTSE Japan Hedged ETF |
ClearBridge Sustainable Infrastructure ETF |
Franklin Senior Loan ETF |
|
Franklin U.S. Small Cap Multifactor Index ETF
|
Franklin FTSE Latin America ETF |
Franklin Disruptive Commerce ETF |
Franklin Systematic Style Premia ETF |
|
Franklin FTSE Asia ex Japan ETF
|
Franklin FTSE Mexico ETF |
Franklin Dynamic Municipal Bond ETF |
Franklin Ultra Short Bond ETF |
|
Franklin FTSE Australia ETF
|
Franklin FTSE Russia ETF |
Franklin Exponential Data ETF |
Franklin U.S. Core Bond ETF |
| Franklin FTSE Brazil ETF |
Franklin FTSE Saudi Arabia ETF
|
Franklin Focused Growth ETF |
Franklin Income Equity Focus ETF |
| Franklin FTSE Canada ETF |
Franklin FTSE South Korea ETF
|
Franklin Genomic Advancements ETF |
Franklin U.S. Treasury Bond ETF |
| Franklin FTSE China ETF |
Franklin FTSE Switzerland ETF
|
Franklin High Yield Corporate ETF |
Martin Currie Sustainable International Equity ETF |
| Franklin FTSE Europe ETF |
Franklin FTSE Taiwan ETF
|
Franklin Income Focus ETF |
Western Asset Bond ETF |
| Franklin FTSE Eurozone ETF |
|
|
|
FRANKLIN TEMPLETON TRUST
Franklin OnChain U.S. Government
Money Fund
LEGG MASON ETF INVESTMENT TRUST
ClearBridge Dividend Strategy ESG ETF
ClearBridge Large Cap Growth ESG ETF
Royce Quant Small-Cap Quality Value ETF
Western Asset Short Duration Income ETF
Western Asset Total Return ETF
Franklin International Low Volatility High
Dividend Index ETF
Franklin U.S. Low Volatility High
Dividend Index ETF
LEGG MASON ETF INVESTMENT TRUST II
ClearBridge Focus Value ESG ETF
IMPORTANT SHAREHOLDER INFORMATION
These materials are for 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 listed on the immediately preceding page (together, the “Funds,” and individually,
a “Fund”), which will be held exclusively online via live webcast on October 8, 2024, at 11:00 a.m., Eastern time.
The enclosed materials discuss the proposals (the “Proposals”) to be voted on at the meeting, and contain the Notice
of Special Meeting, proxy statement and proxy card(s). A proxy card is, in essence, a ballot. When you vote your proxy, it tells
us how you wish to vote on important issues relating to the Fund(s) in which you are invested. If you specify a vote on a Proposal,
your proxy will be voted as you indicate. If you specify a vote on all Proposals on which you are entitled to vote, your proxy
will be voted as you indicate. If you specify a vote for one or more Proposals on which you are entitled to vote, but not all,
your proxy will be voted as specified on such Proposals and, on the Proposal(s) for which no vote is specified, your proxy will
be voted in accordance with the Trustees’ recommendations beginning on page 3 of the proxy statement. If you simply sign,
date and return the proxy card(s), but do not specify a vote on any Proposal, your proxy will be voted in accordance with the Trustees’
recommendations beginning on page 4 of the proxy statement.
We urge you to review carefully
the Proposals in the proxy statement. Then, please fill out and sign the proxy card(s) or voting instruction form(s) and return
it (them) to us so that we know how you would like to vote. When shareholders return their proxies promptly, the additional costs
of having to conduct additional mailings may be avoided. If you own shares of more than one Fund, you will receive a proxy card
and/or voting instruction form FOR EACH FUND in which you own shares. PLEASE COMPLETE, SIGN AND RETURN each proxy card or
voting instruction form you receive.
We welcome your comments. If
you have any questions or would like to quickly vote your shares, call Morrow Sodali Fund Solutions, our proxy solicitor, toll-free
at 1-888-372-0829. Agents are available 10:00 a.m. - 11:00 p.m., Eastern time, Monday through Friday.
TELEPHONE
AND INTERNET VOTING
For your convenience, you may be able to vote by
telephone or if eligible through the Internet, 24 hours a day. Please follow the instructions on the enclosed proxy cards) to
vote by telephone or online. If your account is eligible, instructions are enclosed.
|
[THIS PAGE INTENTIONALLY LEFT BLANK]
FRANKLIN ETF TRUST
Franklin Short Duration U.S. Government
ETF
FRANKLIN TEMPLETON ETF TRUST
|
Franklin Emerging Market Core Dividend Tilt Index ETF
|
Franklin FTSE Germany ETF |
Franklin FTSE United Kingdom ETF |
Franklin Intelligent Machines ETF |
|
Franklin International Core Dividend Tilt Index ETF
|
Franklin FTSE Hong Kong ETF |
Franklin U.S. Equity Index ETF |
Franklin International Aggregate Bond ETF |
|
Franklin U.S. Core Dividend Tilt Index ETF
|
Franklin FTSE India ETF |
BrandywineGLOBAL – Dynamic US Large Cap Value ETF |
Franklin Investment Grade Corporate ETF |
|
Franklin U.S. Large Cap Multifactor Index ETF
|
Franklin FTSE Japan ETF |
BrandywineGLOBAL – US Fixed Income ETF |
Franklin Municipal Green Bond ETF |
|
Franklin U.S. Mid Cap Multifactor Index ETF
|
Franklin FTSE Japan Hedged ETF |
ClearBridge Sustainable Infrastructure ETF |
Franklin Senior Loan ETF |
|
Franklin U.S. Small Cap Multifactor Index ETF
|
Franklin FTSE Latin America ETF |
Franklin Disruptive Commerce ETF |
Franklin Systematic Style Premia ETF |
|
Franklin FTSE Asia ex Japan ETF
|
Franklin FTSE Mexico ETF |
Franklin Dynamic Municipal Bond ETF |
Franklin Ultra Short Bond ETF |
|
Franklin FTSE Australia ETF
|
Franklin FTSE Russia ETF |
Franklin Exponential Data ETF |
Franklin U.S. Core Bond ETF |
| Franklin FTSE Brazil ETF |
Franklin FTSE Saudi Arabia ETF
|
Franklin Focused Growth ETF |
Franklin Income Equity Focus ETF |
| Franklin FTSE Canada ETF |
Franklin FTSE South Korea ETF
|
Franklin Genomic Advancements ETF |
Franklin U.S. Treasury Bond ETF |
| Franklin FTSE China ETF |
Franklin FTSE Switzerland ETF
|
Franklin High Yield Corporate ETF |
Martin Currie Sustainable International Equity ETF |
| Franklin FTSE Europe ETF |
Franklin FTSE Taiwan ETF
|
Franklin Income Focus ETF |
Western Asset Bond ETF |
| Franklin FTSE Eurozone ETF |
|
|
|
FRANKLIN TEMPLETON TRUST
Franklin OnChain U.S. Government
Money Fund
LEGG MASON ETF INVESTMENT TRUST
ClearBridge Dividend Strategy ESG ETF
ClearBridge Large Cap Growth ESG ETF
Royce Quant Small-Cap Quality Value ETF
Western Asset Short Duration Income ETF
Western Asset Total Return ETF
Franklin International Low Volatility High
Dividend Index ETF
Franklin U.S. Low Volatility High
Dividend Index ETF
LEGG MASON ETF INVESTMENT TRUST II
ClearBridge Focus Value ESG ETF
NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS
The Boards of Trustees 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 as listed on the immediately
preceding page (together, the “Funds,” and individually, a “Fund”), have called a Special Joint Meeting
of Shareholders (the “Meeting”) of the Funds, which will be conducted exclusively online via live webcast on October
8, 2024, at 11:00 a.m., Eastern time.
During the Meeting, shareholders of the Funds will
be asked to vote on the following Proposals:
| 1. | To elect a Board of Trustees. |
| 2. | For Royce Quant Small-Cap Quality Value ETF only - to approve changes to the current fundamental investment policy regarding
industry concentration. |
| 3. | For each Fund that is a series of Legg Mason ETF Investment Trust only - to approve the use of a “manager of
managers” structure whereby each Fund’s investment manager would be able to hire and replace both affiliated and
unaffiliated subadvisers without shareholder approval. |
Shareholders of record as of the close of business
on July 29, 2024, are entitled to notice of and to vote at the Meeting or any adjournment of the Meeting.
For technical assistance in accessing the Meeting, shareholders
can email msfs-meetinginfo@morrowsodali.com.
| |
By Order of the Boards of Trustees,
Harris Goldblat
Vice President and Secretary
|
[August ___, 2024]
Please sign and promptly
return the proxy card(s) or voting instruction form(s) in the enclosed self-addressed envelope regardless of the number of shares
you own.
You are invited to attend the Meeting, which will
be conducted exclusively online via live webcast, but if you cannot do so, the Boards of Trustees urge you to complete, date, sign,
and return the enclosed proxy card(s) in the enclosed postage-paid return envelope. It is important that you return your signed
proxy card(s) promptly so that a quorum may be ensured at the Meeting. You may revoke your proxy at any time before it is exercised
by the subsequent execution and submission of a revised proxy card(s), by giving written notice of revocation to a Trust at any
time before the proxy is exercised, or by voting at the Meeting. You may vote by touch-tone telephone by calling the telephone
number printed on your proxy card(s) and following the recorded instructions. In addition, if your account is eligible, you may
be able to vote online by visiting the website printed on your proxy card(s) and following the online instructions.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON OCTOBER 8, 2024
The Notice of Special Joint Meeting of Shareholders,
proxy statement and form of proxy are available on the Internet at http://www.franklintempleton.com. The form of proxy on the
Internet site cannot be used to cast your vote.
|
If you have
any questions, would like to vote your shares, or wish to obtain directions to be able to attend the Meeting online, please call
Morrow Sodali Fund Solutions, our proxy solicitor, toll free at 1-888-372-0829.
Table
of Contents
| INFORMATION
ABOUT VOTING |
2 |
| Who
is asking for my vote? |
2 |
| Who
is eligible to vote? |
2 |
| On
what issues am I being asked to vote? |
2 |
| How
does the Board of Trustees of my Fund recommend that I vote? |
4 |
| How
do I ensure that my vote is accurately recorded? |
4 |
| May
I revoke my proxy? |
5 |
| What
if my shares are held by a financial intermediary? |
5 |
| May I attend the Meeting? |
5 |
| THE
PROPOSALS |
6 |
| PROPOSAL
1: FOR ALL FUNDS - TO ELECT A BOARD OF TRUSTEES |
6 |
| How
are nominees selected? |
6 |
| Who
are the nominees for Trustee of my Trust? |
7 |
| How
often does a Trust’s Board meet and what are Trustees paid? |
12 |
| Who
are the Executive Officers of the Trusts? |
15 |
| What
are the Standing Committees of the Boards? |
17 |
| What
is each Board’s Role in Risk Oversight? |
17 |
| What
is the Required Vote on Proposal 1? |
18 |
| PROPOSAL
2: FOR ROYCE QUANT SMALL-CAP QUALITY VALUE ETF (“SQLV”) ONLY - TO APPROVE CHANGES TO SQLV’S FUNDAMENTAL
INVESTMENT POLICY REGARDING INDUSTRY CONCENTRATION |
19 |
| What
effect will amending the current fundamental investment policy have on SQLV? |
20 |
| What
is the Required Vote on Proposal 2? |
20 |
| PROPOSAL 3: FOR EACH FUND
THAT IS A SERIES OF LEGG MASON ETF INVESTMENT TRUST ONLY – TO APPROVE THE USE OF A “MANAGER OF MANAGERS” STRUCTURE
WHEREBY EACH FUND’S INVESTMENT MANAGER WOULD BE ABLE TO HIRE AND REPLACE SUBADVISERS WITHOUT SHAREHOLDER APPROVAL |
21 |
| Why
am I being asked to vote on this Proposal? |
21 |
| How
will the Manager of Managers Structure Operate? |
22 |
| How
does this Proposal affect my fees as a shareholder of a Fund? |
22 |
| How
does this Proposal affect my right to vote on subadvisory agreements? |
22 |
| Why
did the Board approve the Manager of Managers Structure? |
23 |
| What
is the required vote on Proposal 3? |
23 |
| ADDITIONAL
INFORMATION ABOUT THE FUNDS |
24 |
| FURTHER
INFORMATION ABOUT VOTING AND THE MEETING |
30 |
| EXHIBIT A – Share-Based Voting versus Dollar-Based Voting |
A-1 |
| EXHIBIT B – Nominating and Governance Committee Charter |
B-1 |
| EXHIBIT C – Audit Fee Information |
C-1 |
| EXHIBIT D – Shares Outstanding on the Record Date |
D-1 |
| EXHIBIT E – Principal Holders of Fund Shares |
E-1 |
FRANKLIN
ETF TRUST
Franklin
Short Duration U.S. Government ETF
FRANKLIN
TEMPLETON ETF TRUST
Franklin Emerging Market
Core Dividend Tilt Index ETF
|
Franklin
FTSE Germany ETF |
Franklin
FTSE United Kingdom ETF |
Franklin
Intelligent Machines ETF |
Franklin International
Core Dividend Tilt Index ETF
|
Franklin FTSE Hong
Kong ETF |
Franklin U.S. Equity
Index ETF |
Franklin International
Aggregate Bond ETF |
Franklin U.S. Core Dividend
Tilt Index ETF
|
Franklin FTSE India
ETF |
BrandywineGLOBAL
– Dynamic US Large Cap Value ETF |
Franklin Investment
Grade Corporate ETF |
Franklin U.S. Large Cap
Multifactor Index ETF
|
Franklin FTSE Japan
ETF |
BrandywineGLOBAL
– US Fixed Income ETF |
Franklin Municipal
Green Bond ETF |
Franklin U.S. Mid Cap
Multifactor Index ETF
|
Franklin FTSE Japan
Hedged ETF |
ClearBridge Sustainable
Infrastructure ETF |
Franklin Senior Loan
ETF |
Franklin U.S. Small Cap
Multifactor Index ETF
|
Franklin FTSE Latin
America ETF |
Franklin Disruptive
Commerce ETF |
Franklin Systematic
Style Premia ETF |
Franklin FTSE Asia ex
Japan ETF
|
Franklin FTSE Mexico
ETF |
Franklin Dynamic
Municipal Bond ETF |
Franklin Ultra Short
Bond ETF |
| Franklin FTSE Australia
ETF |
Franklin FTSE Russia
ETF
|
Franklin Exponential
Data ETF |
Franklin U.S. Core
Bond ETF |
| Franklin FTSE Brazil
ETF |
Franklin FTSE Saudi Arabia
ETF
|
Franklin Focused
Growth ETF |
Franklin Income Equity
Focus ETF |
| Franklin FTSE Canada
ETF |
Franklin FTSE South Korea
ETF
|
Franklin Genomic
Advancements ETF |
Franklin U.S. Treasury
Bond ETF |
| Franklin FTSE China
ETF |
Franklin FTSE Switzerland
ETF
|
Franklin High Yield
Corporate ETF |
Martin Currie Sustainable
International Equity ETF |
Franklin FTSE Europe
ETF
|
Franklin FTSE Taiwan
ETF |
Franklin Income Focus
ETF |
Western Asset Bond
ETF |
| Franklin FTSE Eurozone
ETF |
|
|
|
FRANKLIN
TEMPLETON TRUST
Franklin
OnChain U.S. Government Money Fund
LEGG
MASON ETF INVESTMENT TRUST
ClearBridge
Dividend Strategy ESG ETF
ClearBridge
Large Cap Growth ESG ETF
Royce Quant
Small-Cap Quality Value ETF
Western Asset
Short Duration Income ETF
Western Asset
Total Return ETF
Franklin
International Low Volatility High Dividend Index ETF
Franklin
U.S. Low Volatility High Dividend Index ETF
LEGG
MASON ETF INVESTMENT TRUST II
ClearBridge
Focus Value ESG ETF
PROXY
STATEMENT
INFORMATION ABOUT VOTING
Who is asking for
my vote?
The Boards
of Trustees 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”)
(and together, the “Trusts,” or individually, a “Trust”), on behalf of the series of each Trust listed
on the immediately preceding page (together, the “Funds,” and individually, a “Fund”), in connection with
a Special Joint Meeting of Shareholders of the Funds to be held on October 8, 2024 (the “Meeting”), have requested
your vote on three matters.
Who is eligible to
vote?
Shareholders
of record at the close of business on July 29, 2024 are entitled to be present and to vote at the Meeting or any adjourned Meeting.
Shareholders of record of Funds that are series of FTETFT, FTT and FETFT are entitled to one vote for each share that they own of a
Fund on each matter relating to that Fund presented at the Meeting (“Share-Based Voting”). Shareholders of record
of Funds that are series of LMETFIT and LMETFITII are entitled to one vote for each dollar of net asset value of the Fund represented
by the shareholder’s shares of that Fund (“Dollar-Based Voting”). The manner in which shareholders of each Fund
are entitled to vote is shown on Exhibit A. The Notice of Special Joint Meeting of Shareholders, the proxy cards and the proxy
statement were first mailed to shareholders of record on or about August __, 2024.
On what issues am
I being asked to vote?
Shareholders
are being asked to vote on the following Proposals:
1. For
all Funds to elect their Trust’s Board of Trustees:
| Funds
Voting to Elect their Particular Trust’s Board of Trustees |
Trust
Holding Election |
| Franklin
Short Duration U.S. Government ETF |
FETFT |
| Franklin
OnChain U.S. Government Money Fund |
FTT |
ClearBridge Dividend
Strategy ESG ETF
ClearBridge Large Cap
Growth ESG ETF
Royce Quant Small-Cap
Quality Value ETF
Western Asset Short Duration
Income ETF
Western Asset Total Return
ETF
Franklin International
Low Volatility High Dividend Index ETF
Franklin U.S. Low Volatility
High Dividend Index ETF
|
LMETFIT
|
| ClearBridge
Focus Value ESG ETF |
LMETFITII |
| Funds
Listed Immediately Below Chart |
FTETFT |
Franklin Emerging Market
Core Dividend Tilt Index ETF
|
Franklin
FTSE Germany ETF |
Franklin
FTSE United Kingdom ETF |
Franklin
Intelligent Machines ETF |
Franklin International
Core Dividend Tilt Index ETF
|
Franklin FTSE Hong
Kong ETF |
Franklin U.S. Equity
Index ETF |
Franklin International
Aggregate Bond ETF |
| Franklin U.S. Core
Dividend Tilt Index ETF |
Franklin FTSE India
ETF |
BrandywineGLOBAL
– Dynamic US Large Cap Value ETF |
Franklin Investment
Grade Corporate ETF |
Franklin U.S. Large Cap
Multifactor Index ETF
|
Franklin FTSE Japan
ETF |
BrandywineGLOBAL
– US Fixed Income ETF |
Franklin Municipal
Green Bond ETF |
Franklin U.S. Mid Cap
Multifactor Index ETF
|
Franklin FTSE Japan
Hedged ETF |
ClearBridge Sustainable
Infrastructure ETF |
Franklin Senior Loan
ETF |
Franklin U.S. Small Cap
Multifactor Index ETF
|
Franklin FTSE Latin
America ETF |
Franklin Disruptive
Commerce ETF |
Franklin Systematic
Style Premia ETF |
Franklin FTSE Asia ex
Japan ETF
|
Franklin FTSE Mexico
ETF |
Franklin Dynamic
Municipal Bond ETF |
Franklin Ultra Short
Bond ETF |
Franklin FTSE Australia
ETF
|
Franklin FTSE Russia
ETF |
Franklin Exponential
Data ETF |
Franklin U.S. Core
Bond ETF |
| Franklin FTSE Brazil
ETF |
Franklin FTSE Saudi Arabia
ETF
|
Franklin Focused
Growth ETF |
Franklin Income Equity
Focus ETF |
Franklin FTSE Canada
ETF
|
Franklin FTSE South
Korea ETF |
Franklin Genomic
Advancements ETF |
Franklin U.S. Treasury
Bond ETF |
| Franklin FTSE China
ETF |
Franklin FTSE Switzerland
ETF |
Franklin High Yield
Corporate ETF |
Martin Currie Sustainable
International Equity ETF
|
Franklin FTSE Europe
ETF
|
Franklin FTSE Taiwan
ETF |
Franklin Income Focus
ETF |
Western Asset Bond
ETF |
| Franklin FTSE Eurozone
ETF |
|
|
|
| 2. | For
the following Fund to approve a change to the current fundamental investment policy
regarding industry concentration: |
Royce Quant Small-Cap Quality
Value ETF (this Fund is referred to in this proxy statement as “SQLV”)
| 3. | For
each of the Funds that are series of LMETFIT listed below to approve the use of a “manager of managers”
structure whereby each Fund’s investment manager would be able to hire and replace
both affiliated and unaffiliated subadvisers without shareholder approval: |
ClearBridge
Dividend Strategy ESG ETF |
Royce
Quant Small-Cap Quality Value ETF |
Western
Asset Total Return ETF |
Franklin
U.S. Low Volatility High Dividend Index ETF |
ClearBridge Large Cap
Growth ESG ETF
|
Western Asset Short Duration
Income ETF
|
Franklin
International Low Volatility High Dividend Index ETF |
|
How does the Board
of Trustees of my Fund recommend that I vote?
The Boards of the Trusts unanimously
recommend that you vote:
| 1. | For all Funds -
FOR the election of all nominees as Trustees; |
| 2. | For
SQLV- FOR the approval of changes to the current fundamental investment policy
regarding industry concentration; and |
| 3. | For
each Fund that is a series of LMETFIT – FOR the approval of the use of a “manager
of managers” structure whereby each Fund’s investment manager would be able
to hire and replace both affiliated and unaffiliated subadvisers without shareholder
approval. |
How do I ensure that
my vote is accurately recorded?
You may submit
your proxy card(s) in one of four ways:
| ● | By Internet. The
web address and instructions for voting can be found on the enclosed proxy card(s) or voting instruction form(s). You will be required
to provide your control number located on the proxy card(s) or voting instruction form(s). |
| ● | By Telephone. The
toll-free number for telephone voting can be found on the enclosed proxy card(s) or voting instruction form(s). You will be required
to provide your control number located on the proxy card(s) or voting instruction form(s). |
| ● | By Mail. Mark the
enclosed proxy card(s) or voting instruction form(s), sign and date it (them), and return it (them) in the postage-paid envelope
we provided. For joint accounts, one or more owners may sign the proxy card(s) or voting instruction form(s). |
| ● | By virtually attending
the Meeting. You can vote your shares on-line at the Meeting. |
If you require
additional information regarding the Meeting, you may contact Morrow Sodali Fund Solutions, the proxy solicitor, toll-free at
1-888-372-0829. Please see the section entitled “Further Information About Voting and the Meeting” for more information
on Morrow Sodali Fund Solutions.
Proxy cards
that are properly signed, dated and received at or prior to the Meeting will be voted as specified. If you specify a vote on any
of the Proposals, your proxy will be voted as you indicate. If you specify a vote on one or more Proposals but not the other Proposals,
your proxy will be voted as specified on such Proposal(s) and, on the Proposal(s) for which no vote is specified, your proxy will
be voted in accordance with the Trustees’ recommendations described above of this proxy statement. If you simply sign,
date and return the proxy card, but do not specify a vote on any of the Proposals on which you are entitled to vote, your proxy
will be voted in accordance with the Trustees’ recommendations described above of this proxy statement.
May I revoke my proxy?
You may revoke
your proxy at any time before it is voted by forwarding a written revocation or a later-dated proxy to the appropriate Fund that
is received by the Fund at or prior to the Meeting, or by virtually attending the Meeting and voting on-line.
What if my shares
are held by a financial intermediary?
If your shares
are held by your bank, broker or other custodian, then in order to vote at the on-line Meeting, you will need to obtain a
“legal proxy” from your broker as discussed below in “May I attend the Meeting- If you hold shares through an intermediary (such as a bank, broker or other custodian) as of the Record Date.” Also, in order to revoke
your proxy, you may need to forward your written revocation or a later-dated proxy card to your broker rather than to the
appropriate Fund.
May I attend the Meeting?
The Meeting will be conducted
exclusively online via live webcast. Shareholders as of the record date (July 29, 2024) (the “Record Date”) may request
the Meeting credentials by following the instructions below. In each case, the request should be received no later than October
7, 2024 at 2:00 p.m., Eastern time.
If you hold shares through
an intermediary (such as a bank, broker or other custodian) as of the Record Date, you must first register in advance
to access your individual control number in order to attend the Meeting. To register and receive your individual control number,
you must email proof of your proxy power (“Legal Proxy”) from your intermediary indicating that you are the beneficial
owner of the shares in a Fund on the Record Date and authorizing you to vote (you may forward the email from your intermediary
or attach an image of your Legal Proxy), along with your name and email address, to the Solicitor at msfs-meetinginfo@morrowsodali.com with “Legal Proxy” included in the subject line. The email must also state whether before the Meeting you authorized
a proxy to vote for you and, if so, how you instructed such proxy to vote. The Solicitor will then email you the instructions
to register for the Meeting. After you register, you will receive a confirmation of your registration and an individual control
number by email from the Solicitor. The Solicitor also will email your Meeting credentials for participation in the Meeting and
instructions for voting during the Meeting.
The Meeting will begin promptly at
11:00 a.m., Eastern time on October 8, 2024. The Funds encourage you to access the Meeting a few minutes prior to the start time
leaving ample time for the check in. For technical assistance in accessing the Meeting, shareholders can email msfs-meetinginfo@morrowsodali.com.
During the Meeting, instructions will be provided for shareholders in attendance to submit comments and questions.
THE
PROPOSALS
PROPOSAL 1: FOR ALL FUNDS - TO ELECT A BOARD OF TRUSTEES
Introduction to the Proposal
The Trustees
are responsible for overseeing the management of the Trusts and serving the needs and best interests of Fund shareholders. A Board
elects the officers of the Trust it oversees, who, along with third-party service providers, are responsible for administering
the day-to-day operations of the Trust. Certain regulations require that a majority of Trustees be elected by shareholders. In
addition, under the Investment Company Act of 1940, as amended (the “1940 Act”), new trustees cannot be appointed
by Trustees to fill vacancies created by an expansion of the Board, unless after those appointments, at least two-thirds of the
Trustees have been elected by shareholders. Each Board has determined it to be in the best interests of its respective Funds and
their shareholders to expand the Board from four to six members, but the Trustees cannot take this action without a shareholder
vote due to the 1940 Act restrictions noted above. Three of the members of the current Board and three new individuals will stand
for election at the Meeting.
Shareholders of
each Fund are being asked to elect six Trustee nominees to their respective Board. The Trustee nominees for election to serve as
Trustees of each Trust are the current members, Rohit Bhagat, Deborah D. McWhinney, and Anantha K. Pradeep plus three new
individuals, Alison J. Baumann, Shirley J. Leung and Patrick O’Connor. Jennifer M. Johnson, who currently serves as a Trustee,
will be stepping off the Boards effective upon the election of the Trustee nominees by the shareholders of the Trusts (the
“Resigning Trustee”).
How are nominees
selected?
The Board of
Trustees of each Trust has a Nominating and Governance Committee (the “Nominating Committee”). The Nominating Committee
for each of the Trusts is comprised of Rohit Bhagat, Deborah D. McWhinney and Anantha K. Pradeep (Chair). None of the members of the
Nominating Committees of the Trusts is an “interested person” of that Trust as defined by the 1940 Act. Trustees who are
not interested persons of a Trust are referred to as the “Independent Trustees,” and Trustees who are interested persons
of a Trust are referred to as the “Interested Trustees.” Each Board currently has one Interested Trustee, Jennifer M.
Johnson.
Each Trust’s
Nominating Committee is responsible for selecting candidates to serve as Trustees for that Trust and recommending such candidates:
(a) for selection and nomination as Independent Trustees by the incumbent Independent Trustees and the full Board; and (b)
for selection and nomination as Interested Trustees by the full Board. In considering a candidate’s qualifications, the
Nominating Committee generally considers the potential candidate’s educational background, business or professional experience,
and reputation. In addition, the Nominating Committee has established as minimum qualifications for Board membership as an Independent
Trustee: (1) that such candidate be independent from relationships with the Trust’s investment manager(s) and other principal
service providers both within the terms and the spirit of the statutory independence requirements specified under the 1940 Act
and the rules thereunder; and (2) that such candidate demonstrate an ability and willingness to make the considerable time
commitment, including personal attendance at Board meetings, believed necessary to his or her function as an effective Board member.
Each Trust’s Nominating Committee has not adopted any specific policy on the issue of diversity, but will take this into
account, among other factors, in its consideration of new candidates to the Board.
When a Trust’s
Board has or expects to have a vacancy, the Nominating Committee receives and reviews information on individuals qualified to
be recommended to the full Board as nominees for election as Board members, including any recommendations by “Qualifying
Fund Shareholders” (as defined below). Such individuals are evaluated based upon the criteria described above. To date,
each Trust’s Nominating Committee has been able to identify, and expects to continue to be able to identify, from its own
resources an ample number of qualified candidates. A Trust’s Nominating Committee, however, will review recommendations
from Qualifying Fund Shareholders to fill vacancies on the Board if these recommendations are submitted in writing and addressed
to the Nominating Committee at the Trust’s offices and are presented with appropriate background material concerning the
candidate that demonstrates his or her ability to serve as a Board member, including as an Independent Trustee, of the Trust.
A Qualifying Fund Shareholder is a shareholder who: (i) has continuously owned of record, or beneficially through a financial
intermediary, shares of such Trust having a net asset value of not less than two hundred and fifty thousand dollars ($250,000)
during the 24-month period prior to submitting the recommendation; and (ii) provides a written notice to the Nominating Committee
containing the following information: (a) the name and address of the Qualifying Fund Shareholder making the recommendation;
(b) the number of shares of the Trust which are owned of record and beneficially by the Qualifying Fund Shareholder and the length
of time that such shares have been so owned by the Qualifying Fund Shareholder; (c) a description of all arrangements and
understandings between such Qualifying Fund Shareholder and any other person or persons (naming such person or persons) pursuant
to which the recommendation is being made; (d) the name, age, date of birth, business address and residence address of the
person or persons being recommended; (e) such other information regarding each person recommended by such Qualifying Fund
Shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the U.S. Securities
and Exchange Commission (“SEC”) had the nominee been nominated by the Board; (f) whether the shareholder making
the recommendation believes the person recommended would or would not be an “interested person” of the Trust, as defined
in the 1940 Act; and (g) the written consent of each person recommended to serve as a Trustee of the Trust if so nominated
and elected/appointed.
A Trust’s
Nominating Committee may amend these procedures from time to time, including the procedures relating to the evaluation of nominees
and the process for submitting recommendations to the Nominating Committee.
Each Board
has adopted and approved a formal written Charter for its Nominating Committee. A copy of the Charter is attached to this proxy
statement as Exhibit B.
Who are the nominees
for Trustee of my Trust?
Shareholders
of each Trust are being asked to elect six Trustee nominees that will oversee their Trust. The Trustee nominees for election to
serve as Trustees of the Trust are the current members-- Rohit Bhagat, Deborah D. McWhinney, and Anantha K. Pradeep, plus three
new individuals, Alison J. Baumann, Shirley J. Leung and Patrick O’ Connor (the “Trustee Nominees”). Jennifer
M. Johnson, who currently serves as a Trustee, will be stepping off the Board effective upon the election of the Trustee Nominees
by the shareholders of the Trusts.
Each Board
is currently comprised of three Independent Trustees, Rohit Bhagat, Deborah D. McWhinney, Anantha K. Pradeep, and one Interested
Trustee, Jennifer M. Johnson. Jennifer M. Johnson is deemed to be an Interested Trustee due to her position with Franklin Resources,
Inc. (“Franklin Resources”) and currently serves as Chair of the Board but will be stepping off the Boards effective
upon the election of the Trustee Nominees by the shareholders of the Trusts. Currently, Rohit Bhagat has been designated by the
Independent Trustees as the Lead Independent Trustee and upon the election of the New Nominees will become the Chair of the Board
in place of Ms. Johnson. Mr. Bhagat, among other duties: will act as a principal contact for management for communications to
the Independent Trustees in between regular Board meetings; will assist in the coordination and preparation of quarterly
Board meeting agendas; will raise and discuss issues with counsel to the Independent Trustees; will raise issues and
discuss ideas with management on behalf of the Independent Trustees in between regular meetings of the Board; and will chair
executive sessions and separate meetings of the Independent Trustees (other than committee meetings, which are chaired by the
respective committee chairperson).
Each Board has determined it to be in the best interests of its respective Funds and their shareholders to expand the Board from four
to six members. Two additional Independent Trustees, Alison J. Baumann and Shirley J. Leung, are proposed to be elected as a Trustee and
Patrick O’Connor is proposed to be elected as an Interested Trustee. The Trustees believe that the existing Board structure for
each Trust is appropriate because it provides the Independent Trustees with adequate influence over the governance of a Board and each
Fund, while also providing the Board with the invaluable insight of an Interested Trustee, who, as an executive officer of the Trusts
participates in the day-to-day management of a Trust’s affairs, including risk management.
If elected,
each nominee will hold office until the next meeting of shareholders at which Trustees are elected and until his or her successor
shall be elected and qualify, or until his or her earlier death, resignation or removal.
Interested
Trustees of the Trusts hold, or formerly held, director and/or officer positions with, or are stockholders of, Franklin Resources
and its affiliates. Franklin Resources, a global investment management organization operating as Franklin Templeton, is primarily
engaged, through various subsidiaries, in providing investment management, share distribution, transfer agent and administrative
services to a family of investment companies. Franklin Resources is a New York Stock Exchange (“NYSE”) listed holding
company (NYSE: BEN).
Each nominee
currently is available and has consented to serve if elected. If any of the nominees should become unavailable, the designated
proxy holders will vote in their discretion for another person or persons who may be nominated to serve as Trustee(s).
Some of the
nominees for a Trust are standing for election by shareholders of that Trust for the first time. Set forth in the table below
are the nominees who are standing for election by shareholders for the first time, the Board(s) to which they are nominated
to serve and the person(s) who initially recommended them for consideration as nominees for Board membership:
| Independent
Trustee Nominees: |
Trust(s)
for which Nominee is to be elected by shareholders for the first time: |
Recommended
by: |
| Deborah
D. McWhinney |
FETFT,
FTETFT |
An
incumbent Independent Board Member |
| Alison
J. Baumann |
FETFT,
FTETFT, FTT, LMETFIT, LMETFITII |
Management |
| Shirley
J, Leung |
FETFT,
FTETFT, FTT, LMETFIT, LMETFITII |
An
incumbent Independent Board Member |
| |
|
|
| Interested
Trustee Nominee: |
|
|
| Patrick
O’Connor |
FETFT,
FTETFT, FTT, LMETFIT, LMETFITII |
Management |
Listed below, beside the name,
address and year of birth of each Trustee Nominee and Resigning Trustee, are the Trustee Nominees’ and Resigning Trustee’s
positions and length of service on the Board (if any), principal occupations during the past five years (their titles may have
varied during that period), the number of portfolios that the Trustee Nominees and Resigning Trustee oversee in the Franklin Templeton
fund complex and other board memberships that the Trustee Nominees and Resigning Trustees hold (if applicable).
Nominees for Independent Trustee:
Name,
Year of Birth
and Address |
Position |
Length
of
Time
Served* |
Number
of
Portfolios in
Fund Complex
Overseen or to
be Overseen by
Trustee* |
Other
Directorships Held During
at Least the Past Five Years |
Rohit
Bhagat (1964)
One Franklin Parkway
San Mateo, CA 94403-1906 |
Lead
Independent Trustee and proposed to become Chairperson of the Board upon Ms. Johnson’s departure |
FETFT:
Since 2017
FTETFT: Since 2016
FTT: Since 2019
LMETFIT: Since 2021
LMETFITII: Since 2021
|
60 |
AssetMark
Financial Holdings, Inc. (investment solutions) (2018-present) and PhonePe (payment and financial services) (2020-present);
Meesho (eCommerce) (2023-present); and formerly, Axis Bank (banking and financial services) (2013-2021), FlipKart Limited
(2019-2020) (eCommerce company); CapFloat Financial Services Pvt., Ltd. (non-banking finance company) (2018); Zentific Investment
Management (hedge fund) (2015-2018) and FinTech Evolution Acquisition (eCommerce company) (2021-2023). |
Principal Occupation
During at Least the Past 5 Years:
Managing Member, Mukt
Capital, LLC (private investment firm) (2014-present); and formerly, Chief Executive Officer and Director, FinTech
Evolution Acquisition (eCommerce company) (2021-2023); Chairman, Asia Pacific, BlackRock (investment management) (2009-2012);
Global Chief Operating Officer, Barclays Global Investors (investment management) (2005-2009); and Senior Partner, The
Boston Consulting Group (management consulting) (1992-2005).
|
| |
Deborah D. McWhinney
(1955)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Independent
Trustee |
FETFT: Since 2020
FTETFT: Since 2020
FTT: Since 2020
LMETFIT: Since 2021
LMETFITII: Since 2021
|
60 |
IHS
Markit (information services) (2015-present), Borg Warner (automotive) (2018-present), LegalShield (consumer services) (2020-present);
and formerly, Fluor Corporation (construction and engineering) (2014-2020) and Focus Financial Partners, LLC (financial services)
(2018-2020). |
Principal Occupation
During at Least the Past 5 Years:
Director of various companies;
and formerly, Board Member, Lloyds Banking Group (2015-2018) (financial institution) and Fresenius Medical Group
(2016-2018) (healthcare); Chief Executive Officer (2013-2014) and Chief Operating Officer (2011-2013), CitiGroup Global
Enterprise Payments (financial services); and President, Citi’s Personal Banking and Wealth Management (2009-2011).
|
| |
Name,
Year of Birth
and Address |
Position |
Length
of
Time
Served* |
Number
of
Portfolios in
Fund Complex
Overseen or to
be Overseen by
Trustee* |
Other
Directorships Held During
at Least the Past Five Years |
Anantha K. Pradeep (1963)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Independent
Trustee |
FETFT: Since 2017
FTETFT: Since 2016
FTT: Since 2019
LMETFIT: Since 2021
LMETFITII: Since 2021
|
60 |
None |
Principal Occupation
During at Least the Past 5 Years:
Chief Executive Officer,
Smilable, Inc. (technology company) (2014-present); Chief Executive Officer, MachineVantage (technology company) (2018-present);
Founder and Managing Partner, Consult Meridian, LLC (consulting company) (2009-present); and formerly, Founder,
BoardVantage (board portal solutions provider delivering paperless process for boards and leadership) (2000-2002).
|
| |
Alison J. Baumann (1966)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Independent
Trustee |
Newly
Nominated |
60 |
San
Mateo Police Activities League (nonprofit) (2016-present). |
Principal Occupation
During at Least the Past 5 Years:
Director & Chair
Elect and member of governance, finance, scholarship and nominating committees, San Mateo Police Activities League (2016-present)
(nonprofit); Global Head of Product Governance, Franklin Templeton (2020-2022) (financial services/asset management);
Executive Vice President, Global Product Strategy, Franklin Templeton (2010-2020) (financial services/asset management);
401(k) Employee Retirement Plan Committee Member, Franklin Templeton (2017-2019) (oversight); Senior Vice President, Franklin
Templeton Institutional LLC (2009-2022) (financial services );Vice President; Senior Vice President, Franklin/Templeton
Distributors, Inc. (2006-2021) (financial services).
|
| |
Shirley J. Leung (1973)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Independent
Trustee |
Newly
Nominated |
60 |
CFA
Society of San Francisco (industry organization) (2017-2023). |
Principal Occupation
During at Least the Past 5 Years:
Strategic Advisor, Hive
Wealth (2023-present) (Fintech startup); External Advisor, Guttmacher Institute (2021-present) (nonprofit); Board Member,
CFA Society of San Francisco (2017-2023) (industry organization); Chief Investment Officer, Head of Investment Solutions,
Silicon Valley Bank (2020-2023) (private banking/wealth management); Chief Investment Officer & Managing Director,
Scenic Advisement (2016-2020) (investment bank).
|
Nominee for Interested Trustee:
Name,
Year of Birth
and Address |
Position |
Length
of
Time
Served* |
Number
of
Portfolios in
Fund Complex
Overseen or to
be Overseen by
Trustee* |
Other
Directorships Held During
at Least the Past Five Years |
Patrick O’Connor†
(1967)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Interested
Trustee
|
Newly
Nominated |
60 |
None |
Principal Occupation
During at Least the Past 5 Years:
President and Chief Investment
Officer, Franklin Advisory Services, LLC; Senior Vice President, Franklin Advisers, Inc.; and officer of certain funds
in the Franklin Templeton fund complex.
|
|
† Patrick O’Connor is an “interested person” of the Trusts as defined in the 1940 Act. Patrick O’Connor is considered
to be an interested person of the Trusts due to his position as an officer at Franklin Advisory Services LLC, Franklin Advisers, Inc.
and officer of certain funds in the Franklin Templeton fund complex.
|
| * | The
number of portfolios is based on each separate series of the U.S. registered investment
companies within the Franklin Templeton fund complex. These portfolios have a common
investment manager or affiliated investment manager, and also may share a common or affiliated
underwriter. |
Information
on the nominees appears above including information on the business activities of board members during at least the past five
years. In addition to personal qualities, such as integrity, the role of an effective Trust board member inherently requires the
ability to comprehend, discuss and critically analyze materials and issues presented in exercising judgments and reaching informed
conclusions relevant to his or her duties and fiduciary obligations. Each Trust’s Board believes that the specific background
of each nominee for Trustee evidences such ability and is appropriate to his or her serving on the applicable Trust’s Board.
As indicated, Rohit Bhagat has extensive experience in the asset management and financial services industries; Deborah D. McWhinney
has extensive management, risk and cyber security experience; Anantha K. Pradeep has served as Chief Executive Officer of consulting
and technology companies; Alison J. Baumann has served as Global Head of Product Governance at Franklin Templeton; Shirley J.
Leung is the strategic advisor of a Fintech startup; and Patrick O’Connor is a high ranking executive officer at Franklin
Templeton.
How often does a
Trust’s Board meet and what are Trustees paid?
The role of a Trust’s Board is to provide
general oversight of the Trust’s business and to ensure that a Trust is operated for the benefit of all of a Trust’s shareholders.
The Boards anticipate meeting at least four times during the current fiscal year to review the operations of the applicable Trusts and
the Funds’ investment performance and will meet more frequently as necessary. The Boards also oversee the services furnished to
the Trusts by the investment managers and subadvisers to the Funds and various other service providers. All of the Independent Trustees
currently serve as Trustees of each Trust.
The Board members and management believe
that having the same individuals serving on the boards of multiple Franklin Templeton funds enhances the ability of each Trust to obtain,
at a relatively modest cost to each separate Trust, the services of high caliber, experienced and knowledgeable Independent Trustees who
can bring their experience and talents to, and effectively oversee the management of, several Trusts.
Each nominee for Trustee currently in office
attended at least 75% of the aggregate of the total number of meetings of the Boards and the total number of meetings held by all committees
of the Boards on which the nominee for Trustee served during such Trusts’ most recent fiscal year. For each Board, during the fiscal
year ended March 31, 2024, there were four meetings of each Trust’s Board, two meetings of each Trust’s Audit Committee, and
three meetings of each Trust’s Nominating Committee. None of the Trusts currently has a formal policy regarding Board members’
attendance at annual shareholders’ meetings. None of the Trusts held, or were required to hold, an annual meeting at which Trustees
were elected during its last fiscal year.
Independent Trustees are reimbursed for expenses
incurred in connection with attending Board meetings and are paid by each fund in Franklin Templeton for which they serve as director
or trustee. Certain Interested Trustees and officers of the Trusts are shareholders of Franklin Resources and may be deemed to receive
indirect remuneration due to their participation in management fees and other fees received by the investment managers and their affiliates
from the funds in the Franklin Templeton fund complex. The investment managers or their affiliates pay the salaries and expenses of the
officers and Interested Trustee. No Trust maintains or provides pension or retirement benefits to its Board members.
Each Independent Trustee is compensated by
each of the Trusts on which he/she serves as a member of the Board. The Interested Trustees are not compensated for their services as
trustees by the Trusts. Each Independent Trustee of the Trusts is paid a $130,000 annual retainer fee, together with a $15,000 per meeting
fee for attendance at each regularly scheduled board meeting, a portion of which fees are allocated to each Trust. To the extent held,
compensation may also be paid for attendance at specially held board meetings. The Trust's lead independent board member is paid an annual
supplemental retainer of $15,000 for services to such investment companies, a portion of which is allocated to each Trust. Board members
who serve on the Audit Committee of a Trust are paid a $3,000 fee per Committee meeting in which they participate, a portion of which
is allocated to each Trust. Board members who serve on the Nominating Committee of a Trust are paid a $3,000 fee per Committee meeting
in which they participate, a portion of which is allocated to each Trust. The Chair of the Audit Committee receives an additional fee
of $20,000 per year for service as chair of such Audit Committees, a portion of which is allocated to each Trust. The Chair of the Nominating
Committee receives an additional fee of $10,000 per year for service as chair of such Nominating Committee, a portion of which is allocated
to each Trust.
The following table identifies the amount of compensation that each Independent Trustee received from the five Trusts and the aggregate
amount of compensation that each Independent Trustee received from the Franklin Templeton Fund Complex during the fiscal year ended March
31, 2024. Ms. Baumann, Ms. Leung, and Mr. O’Connor do not currently serve as a Trustee of the Trusts and are each standing for initial
election at the Meeting. Accordingly, Ms. Baumann and Ms. Leung did not receive any compensation for the fiscal year ended March 31, 2024.
No executive officer is compensated by the Trusts.
| Name
and Position |
Aggregate
Compensation
from the Trusts |
Pension
or
Retirement
Benefits
Accrued as
Part of
Trust
Expenses |
Estimated
Annual
Benefits
Upon
Retirement |
Total
Compensation
from Franklin
Templeton
Fund Complex |
Number
of
Boards
within
Franklin
Templeton
Fund
Complex on
which the
Nominee or
Current
Trustee
Serves* |
| Independent Trustees |
|
|
|
|
Rohit
Bhagat
Independent Trustee
|
FETFT:
$3,847
FTETFT:
$189,515
FTT:
$7,707
LMETFIT:
$29,048
LMETFITII:
$40 |
Not
Applicable |
Not
Applicable |
$222,167 |
5 |
Deborah
D. McWhinney
Independent trustee
|
FETFT:
$3,323
FTETFT:
$157,506
FTT:
$6,877
LMETFIT:
$26,027
LMETFITII:
$35 |
Not
Applicable |
Not
Applicable |
$191,333 |
5 |
| Name
and Position |
Aggregate
Compensation
from the Trusts |
Pension
or
Retirement
Benefits
Accrued as
Part of
Trust
Expenses |
Estimated
Annual
Benefits
Upon
Retirement |
Total
Compensation
from Franklin
Templeton
Fund Complex |
Number
of
Boards
within
Franklin
Templeton
Fund
Complex on
which the
Nominee or
Current
Trustee
Serves* |
Anantha
K. Pradeep
Independent Trustee
|
FETFT:
$3,426
FTETFT:
$167,541
FTT:
$7,068
LMETFIT:
$25,053
LMETFITII:
$35 |
Not
Applicable |
Not
Applicable |
$201,333 |
5 |
| Interested
Trustee |
|
|
|
|
Jennifer
M. Johnson
Resigning Interested
Trustee*
|
FETFT:
None
FTETFT:
None
FTT:
None
LMETFIT:
None
LMETFITII:
None |
Not
Applicable |
Not
Applicable |
None |
8 |
| * | To retire effective upon
the election of the Trustee Nominees by the shareholders of the Trusts. |
The following
tables provide the dollar range of equity securities of the Trusts (including the Funds within each Trust, if any) and of all
funds in the Franklin Templeton fund complex overseen by the Board nominees that are beneficially owned by them as of dates listed
below.
| Name
of Nominee |
Dollar
Range of Equity Securities in Fund/Fund Name |
Aggregate
Dollar Range of Equity Securities in all Portfolios Overseen by the Nominee in Franklin Templeton Fund Complex |
| Nominees
for Independent Trustee: |
|
|
| Rohit
Bhagat* |
None |
None |
| Deborah
D. McWhinney* |
None |
None |
| Anantha
K. Pradeep* |
None |
None |
| Alison
J. Baumann† |
None |
$50,001-$100,000 |
| Shirley
J. Leung‡ |
$50,001-$100,000
Franklin Income Focus ETF |
$50,001-$100,000 |
| |
|
|
| Nominee
for Interested Trustee: |
|
|
| Patrick
O’Connor# |
$50,001–
$100,000 Franklin FTSE Brazil ETF
$50,001– $100,000
Franklin US Mid Cap Multifactor Index
$100,001-$500,000 Franklin
Income Focus ETF
$100,001-$500,000 Franklin
Senior Loan ETF |
$500,001-$1,000,000 |
| * | Holdings as of December
31, 2023. |
| † | Holdings as of March 22,
2024. |
| ‡ | Holdings as of May 29,
2024. |
| # | Holdings as of July 15,
2024. |
Who are the Executive
Officers of the Trusts?
Officers
of the Trusts are appointed by their respective Boards and serve at the pleasure of the Board. Listed below for the Executive
Officers that are common to all of the Trusts are their names, years of birth and addresses, as well as their positions and length
of service with the Trusts, and principal occupations during at least the past five years.
Executive Officers of the Trusts:
| Name,
Year of Birth and Address |
Position |
Length
of Time Served* |
Harris Goldblat (1969)
100 First Stamford Place
6th Floor
Stamford, CT 06902
|
Vice
President and Secretary |
FETFT – Since 2023
FTETFT – Since
2023
FTT – Since 2023
LMETFIT and LMETFITII
– Since 2021 (Vice President) and 2023 (Secretary)
|
| Name,
Year of Birth and Address |
Position |
Length
of Time Served* |
Principal Occupation
During at Least the Past 5 Years:
Associate General Counsel,
Franklin Templeton; officer of certain funds in the Franklin Templeton fund complex; formerly, Managing Director and Associate
General Counsel for Legg Mason & Co.
|
| |
Fred Jensen (1963)
280 Park Avenue
New York, NY 10018
|
Chief
Compliance Officer |
Since
2021 |
Principal Occupation
During at Least the Past 5 Years:
Director - Global Compliance
of Franklin Templeton; Managing Director of Legg Mason & Co.; Director of Compliance, Legg Mason Office of the Chief
Compliance Officer; Chief Compliance Officer, Franklin Advisory Services, LLC; Compliance Officer, Franklin Advisers,
Inc.; officer of certain funds in the Franklin Templeton fund complex; formerly, Chief Compliance Officer of Legg Mason
Global Asset Allocation; Chief Compliance Officer, Legg Mason Private Portfolio Group; Chief Compliance Officer to The
Reserves Funds (investment adviser, funds and broker-dealer) and Ambac Financial Group (investment adviser, funds and
broker-dealer).
|
| |
Susan Kerr (1949)
280 Park Avenue
New York, NY 10017
|
Vice
President – AML Compliance |
Since
2021 |
Principal Occupation
During at Least the Past 5 Years:
Senior Compliance Analyst,
Franklin Templeton; Chief Anti-Money Laundering Compliance Officer, Legg Mason & Co., or its affiliates; Anti Money
Laundering Compliance Officer; Senior Compliance Officer, Franklin Distributors, LLC; and officer of certain funds in
the Franklin Templeton fund complex.
|
| |
Christopher Kings (1974)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Chief
Executive Officer – Finance and Administration |
Since
January 2024 |
Principal Occupation
During at Least the Past 5 Years:
Senior Vice President,
Franklin Templeton Services, LLC; and officer of certain funds in the Franklin Templeton fund complex.
|
| |
David Mann (1973)
One Franklin Parkway
San Mateo, CA 94403-1906
|
Vice
President |
Since
2023 |
Principal Occupation
During at Least the Past 5 Years:
Head of Global ETF Product
and Capital Markets, Franklin Templeton; and officer of certain funds in the Franklin Templeton fund complex.
|
| |
Todd Mathias (1983)
One Franklin Parkway,
San Mateo, CA 94403-1906
|
Vice
President |
Since
2023 |
Principal Occupation
During at Least the Past 5 Years:
Head of US ETF Product
Strategy, Franklin Templeton; and officer of certain funds in the Franklin Templeton fund complex; and formerly,
Managing Director, Head of iShares Product Canada, BlackRock.
|
| |
Patrick O’Connor
(1967)
One Franklin Parkway
San Mateo, CA 94403-1906
|
President
and Chief Executive Officer – Investment Management |
FETFT – Since 2017
FTETFT – Since
2016
FTT – Since 2019
LMETFIT – Since
2021
LMETFITII – Since
2021
|
| Name,
Year of Birth and Address |
Position |
Length
of Time Served* |
Principal Occupation
During at Least the Past 5 Years:
President and Chief Investment
Officer, Franklin Advisory Services, LLC; Senior Vice President, Franklin Advisers, Inc.; and officer of certain funds
in the Franklin Templeton fund complex.
|
| |
Vivek Pai (1970)
300 S.E. 2nd Street
Fort Lauderdale, FL 33301-1923
|
Treasurer,
Chief Financial Officer and Chief Accounting Officer |
FETFT – Since 2019
FTETFT – Since
2019
FTT – Since 2019
LMETFIT – Since
2021
LMETFITII – Since
2021
|
Principal Occupation
During at Least the Past 5 Years:
Treasurer, U.S. Fund
Administration & Reporting and officer of certain funds in the Franklin Templeton fund complex.
|
What are the Standing
Committees of the Boards?
In addition to the Nominating
Committee, each Board has a standing Audit Committee.
Audit Committee
Each Trust’s Audit Committee is responsible for the appointment, compensation and retention of the Trust’s independent registered
public accounting firm (“auditors”), including evaluating their independence, recommending the selection of the Trust’s
auditors to the full Board and meeting with such auditors to consider and review matters relating to the Trust’s financial reports
and internal auditing. The Audit Committee for each Trust is comprised of Rohit Bhagat (Chair), Deborah D. McWhinney and Anantha K. Pradeep.
All of the members of the Audit Committees are Independent Trustees.
Selection
of Auditors. The Audit Committee and the Boards of the Trusts have selected the firm of PricewaterhouseCoopers LLP (“PwC”) as auditors
of all Funds of the Trusts for the current fiscal year. Representatives of PwC are not expected to be present at the Meeting but will
have the opportunity to make a statement if they wish, and will be available should any matter arise requiring their presence.
Audit
Fee Information. Fees paid to the auditors, including the audit fees, audit-related fees, tax fees, all other fees, and aggregate
non-audit fees for each Trust’s last two fiscal years and information on pre-approval policies and procedures can be found
in Exhibit C to this proxy statement.
What is each Board’s
Role in Risk Oversight?
Each Board, as a whole, considers risk management issues as part of its general oversight responsibilities throughout the year at regular
Board meetings, through regular reports that have been developed by management, in consultation with the Board and its counsel. These
reports address certain investment, valuation and compliance matters. Each Board also may receive special written reports or presentations
on a variety of risk issues, either upon the Board’s request or upon the investment manager’s initiative. In addition, the
Audit Committee of the Board meets regularly with their respective investment manager’s internal audit group to review reports on
their examinations of functions and processes within Franklin Templeton that affect the Trusts.
With respect to investment risk, the Boards receive regular written reports describing and analyzing the investment performance of the
Fund(s) which they oversee. In addition, the portfolio managers of each Fund meet regularly with the Boards to discuss portfolio performance,
including investment risk. To the extent that a Fund changes a particular investment strategy that could have a material impact on the
Fund’s risk profile, the applicable Board generally is consulted with respect to such change. To the extent that a Fund invests
in certain complex securities, including derivatives, the Board receives periodic reports containing information about exposure of the
Fund to such instruments. In addition, each investment manager’s investment risk personnel meet regularly with the Boards to discuss
a variety of issues, including the impact on a Fund of the investment in particular securities or instruments, such as derivatives and
commodities.
With respect to
valuation, each Trust’s investment manager(s) provides periodic reports to the Board that enable the Board to oversee the Trust's
investment manager(s), as the Board's Valuation Designee, in monitoring and assessing material risks associated with fair valuation determinations,
including material conflicts of interest. In addition, each Board reviews the investment manager's performance of an annual valuation
risk assessment under which the investment manager seeks to identify and enumerate material valuation risks which are or may be impactful
to the Trust including, but not limited to (1) the types of investments held (or intended to be held) by a Fund, giving consideration
to those investments’ characteristics; (2) potential market or sector shocks or dislocations which may affect the ongoing
valuation operations; and (3) the extent to which each fair value methodology uses unobservable inputs. The investment manager reports
any material changes to the risk assessment, along with appropriate actions designed to manage such risks, to the Board.
With respect to liquidity risk, each Board
(other than FTT) receives liquidity risk management reports under the applicable Trust’s Liquidity Risk Management (LRM) Program
and reviews, no less frequently than annually, a written report prepared by the LRM Program Administrator that addresses, among other
items, the operation of the LRM Program and assesses its adequacy and effectiveness of implementation as well as any material changes
to the LRM Program.
With respect to compliance risks, each Board
receives regular compliance reports prepared by the investment manager’s compliance group and meets regularly with the Trust’s
Chief Compliance Officer (CCO) to discuss compliance issues, including compliance risks. In accordance with SEC rules, the Independent
Trustees meet regularly in executive session with the CCO, and the Trust’s CCO prepares and presents an annual written compliance
report to the Board. Each Board adopts compliance policies and procedures for a Trust and approves such procedures for a Trust’s
service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities
laws. The investment manager periodically provides an enterprise risk management presentation to the Board to describe the way in which
risk is managed on a complex-wide level. Such presentation covers such areas as investment risk, reputational risk, personnel risk, and
business continuity risk.
What is the Required Vote on Proposal 1?
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.
THE BOARD
OF EACH TRUST UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD.
PROPOSAL 2: FOR ROYCE
QUANT SMALL-CAP QUALITY VALUE ETF (“SQLV”) ONLY - TO APPROVE CHANGES TO SQLV’S FUNDAMENTAL INVESTMENT POLICY
REGARDING INDUSTRY CONCENTRATION
The Board of Trustees of LMETFIT, on behalf of SQLV, unanimously recommends that the shareholders of SQLV approve a change to the SQLV’S
current fundamental investment policy regarding industry concentration. Prior to May 10, 2022, SQLV pursued a different investment objective
and strategy as a passive ETF whereby SQLV sought to track the investment results of a specific underlying index. Pursuant to that strategy,
SQLV operated in reliance on SEC guidance permitting SQLV to concentrate its investments (i.e., invest more than 25% of the value of its
total assets in securities of issuers in the same industry) to approximately the same extent that its underlying index was concentrated
in the securities of such particular industry. Effective May 10, 2022, SQLV became an actively-managed ETF and no longer pursues an investment
objective and strategy that seeks to track the investment results of an underlying index. As a result, SQLV is no longer eligible to rely
on the aforementioned SEC guidance applicable to passive ETFs with respect to its fundamental policy relating to concentration. At the
request of the SEC staff, LMETFIT, on behalf of SQLV, agreed that next time it held a shareholder meeting, that it would propose the removal
from the fundamental policy of the language that permitted SQLV to concentrate its investments to approximately the same extent that its
underlying index was concentrated in the securities of a particular industry.
The proposed fundamental investment
policy would more accurately reflect the Fund’s status as an actively-managed ETF.
The fundamental industry
concentration policy is proposed to be amended as follows [Strike-through text is the text that is proposed to be deleted and
underlined text denote additions]:
Concentration:
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, and except that the Fund may invest more than 25% of the value of its total assets in
securities of issuers in the same industry to approximately the same extent that its Underlying Index concentrates in the securities
of such particular industry.
Non-fundamental
clarification of policy: With respect to the fundamental policy relating to concentration set forth above, the 1940 Act does not
define what constitutes “concentration” in an industry. The SEC staff has taken the position that investment of 25% or more
of a fund’s total assets in one or more issuers conducting their principal activities in the same industry or group of industries
constitutes concentration. It is possible that interpretations of concentration could change in the future. A fund that invests a significant
percentage of its total assets in a single industry may be particularly susceptible to adverse events affecting that industry and may
be more risky riskier than a fund that does not concentrate in an industry. The policy above will be interpreted
to refer to concentration as that term may be interpreted from time to time. The policy also will be interpreted to permit investment
without limit in the following: securities of the U.S. government and its agencies or instrumentalities; securities of state, territory,
possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; and repurchase agreements
collateralized by any such obligations. Accordingly, issuers of the foregoing securities will not be considered to be members of any
industry. There also will be no limit on investment in issuers domiciled in a single jurisdiction or country; however, the Trust understands
that the SEC staff considers securities issued by a foreign government to be in a single industry for purposes of calculating applicable
limits on concentration. Prior to May 10, 2022, the Fund pursued a different investment objective and strategy as a passive ETF
whereby the Fund sought to track the investment results of a specific underlying index. Pursuant to that strategy, the Fund operated
in reliance on SEC guidance permitting the Fund to concentrate its investments (i.e., invest more than 25% of the value of its total
assets in securities of issuers in the same industry) to approximately the same extent that its underlying index was concentrated in
the securities of such particular industry. Effective May 10, 2022, the Fund became an actively-managed ETF and no longer pursues an
investment objective and strategy that seeks to track the investment results of an underlying index. Therefore, the Fund is no longer
eligible to rely on the aforementioned SEC guidance applicable to passive ETFs with respect to its fundamental policy relating to concentration.
The policy also will be interpreted to give broad authority to the Fund as to how to classify issuers within or among industries.
What effect will changing
the current fundamental investment policy have on SQLV?
At the present time, the LMETFIT Board and SQLV’s investment manager and subadviser do not anticipate that the changing the investment
policy as proposed would involve additional material risk to SQLV or affect the way SQLV is currently managed or operated.
What is the Required
Vote on Proposal 2?
Proposal
2 will be voted on separately by the shareholders of SQLV. The Proposal must be approved for SQLV by the affirmative vote of a
“majority of the outstanding voting securities,” as defined in and required by the 1940 Act. The affirmative vote
of a “majority of the outstanding voting securities” of SQLV is defined as the affirmative vote of the lesser of:
(A) 67% or more of the voting power of the voting securities of the Fund present at the Meeting, if the holders of more than 50%
of the voting power of the outstanding voting securities of such Fund are present or represented by proxy; or (B) more than
50% of the voting power of the outstanding voting securities of such Fund (sometimes referred to as a “1940 Act Majority
Vote”).
THE BOARD
OF TRUSTEES OF LMETFIT, ON BEHALF OF SQLV,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” PROPOSAL 2.
PROPOSAL 3: FOR EACH
FUND THAT IS A SERIES OF LEGG MASON ETF INVESTMENT TRUST ONLY – TO APPROVE THE USE OF A “MANAGER OF MANAGERS”
STRUCTURE WHEREBY EACH FUND’S INVESTMENT MANAGER WOULD BE ABLE TO HIRE AND REPLACE SUBADVISERS WITHOUT SHAREHOLDER APPROVAL
Background
Pursuant to an investment management agreement between each Fund that is a series of LMETFIT and Franklin Templeton Fund Adviser, LLC
(“FTFA”), FTFA is responsible for, among other items, managing the assets of the Fund and making decisions with respect to
the investment of each Fund’s assets and purchases and sales of investment securities on behalf of the Fund, subject to the supervision
of LMETFIT’s Board.
FTFA is wholly-owned
by Franklin Resources. Many of Franklin Resources’ subsidiaries that provide investment management services (together, the
“Investment Manager Affiliates,” and each, an “Investment Manager Affiliate”) are organized under the
laws of different jurisdictions throughout the world for sales, client servicing and tax purposes. Depending on the strategy,
FTFA may wish to use the portfolio management and trading expertise of personnel employed by an Investment Manager Affiliate in
other global locations or utilize an Investment Manager Affiliate that has a unique or specialized investment expertise, thereby
providing to a Fund’s shareholders the full benefit of the investment management resources of Franklin Resources. Alternatively,
FTFA may wish to provide a Fund with the skill and expertise of subadvisers that are not affiliated in any way with Franklin Resources
or FTFA.
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.
FTFA’s reliance upon the LM Order would
allow FTFA to hire, without shareholder approval, new subadvisers that are partially owned by Franklin Resources. Reliance on the LM Order
by FTFA would occur if and when FTFA desires to utilize a new subadviser that is partially but not wholly-owned by Franklin Resources.
Until that time, FTFA anticipates that it will rely on the FT Order, which would allow FTFA to hire, without shareholder approval, new
subadvisers that are either wholly-owned by Franklin Resources or unaffiliated with Franklin Resources. (This ability to hire new subadvisers
that are wholly or partially owned by (affiliated with) Franklin Resources and subadvisers that are not affiliated with Franklin Resources,
without obtaining prior shareholder approval is referred to collectively as the “Manager of Managers Structure”). Before a
Fund may rely on either the FT Order or the LM Order, a Fund’s use of the Manager of Managers Structure must be approved by the
Fund’s shareholders by a 1940 Act Majority Vote.
Why am I being asked
to vote on this Proposal?
As noted
above, Franklin Resources is a global investment management organization with offices and Investment Manager Affiliates located
around the world. From time to time, a portfolio manager may relocate from one Investment Manager Affiliate to another in order
to gain further experience, or FTFA may believe it would be beneficial to a Fund to have access to the investment management expertise
of another Investment Manager Affiliate (whether wholly or partially owned by Franklin Resources) or a subadviser that is not
affiliated with FTFA. In addition, sometimes FTFA may reposition a Fund with a new or different investment strategy and want to
replace an existing subadviser with another Investment Manager Affiliate who has the experience and expertise to manage the Fund’s
new or changed investment strategy. If a Fund were permitted to rely on either the FT Order or the LM Order, such investment management
changes could be effected with Board approval, but without the time associated with obtaining shareholder approval. A Fund would,
however, inform shareholders of the hiring of any new subadviser within 90 days after the hiring of the subadviser.
How will the Manager
of Managers Structure Operate?
Under the
Manager of Managers Structure, FTFA will be permitted to appoint and replace subadvisers for a Fund and to enter into and approve
amendments to subadvisory agreements without first obtaining shareholder approval. However, the Board, including a majority of
the Independent Trustees, must approve any new subadviser and any new or amended subadvisory agreement for a Fund.
Under the
Manager of Managers Structure, FTFA would have the overall responsibility, subject to oversight by the Board, to oversee the subadvisers
and recommend their hiring, termination and replacement. Specifically, the conditions of the FT Order and LM Order require FTFA
to, subject to the review and approval of the Board, including a majority of the Independent Trustees: (a) set a Fund’s
overall investment strategies; (b) evaluate, select and recommend subadvisers to manage all or a portion of a Fund’s assets;
and (c) implement procedures reasonably designed to ensure that each subadviser complies with a Fund’s investment goals,
policies and restrictions. In addition, subject to the review by the Board, FTFA is required to: (a) when appropriate, allocate
and reallocate a Fund’s assets among multiple subadvisers; and (b) monitor and evaluate the performance of the subadvisers.
The replacement of FTFA or the imposition of material changes to a Fund’s investment management agreement, other than as
discussed above, would, however, require shareholder approval.
If FTFA,
with the approval of the Board, including a majority of the Independent Trustees, determines that the use of the Manager of Managers
Structure is in the best interests of a Fund, the Manager of Managers Structure would without obtaining shareholder approval:
(1) enable a new subadviser to commence providing services to a Fund more quickly; (2) permit FTFA to allocate the and reallocate
a Fund’s assets among itself and one or more subadvisers; and (3) permit the Board to approve material changes to subadvisory
agreements. Under the Manager of Managers Structure, upon receiving approval of the Board, including a majority of the Independent
Trustees, subadvisers selected by FTFA could immediately manage a Fund’s assets. A Fund would, however, inform shareholders
of the hiring of any new subadvisers within 90 days after hiring the subadviser.
How does this Proposal
affect my fees as a shareholder of a Fund?
Approval
of this Proposal will not affect your fees as a shareholder of a Fund. The Manager of Managers Structure will not at any time
entail an increase in the contractual investment management fees paid by a Fund. Further, shareholder approval would be necessary
to increase the contractual investment management fees that are payable by a Fund, which is not contemplated.
How does this Proposal
affect my right to vote on subadvisory agreements?
If Proposal
3 is approved for a Fund, and the Board and FTFA believe that the use of one or more subadvisers would be in the best interests
of a Fund, a Fund’s shareholders generally would not be asked to approve hiring subadvisers for a Fund, assuming that the
conditions of the FT Order or LM Order, as applicable, are met. Rather, FTFA, with the approval of the Board, including a majority
of the Independent Trustees, would be able to appoint subadvisers and make appropriate changes to the subadvisory agreements without
seeking shareholder approval. A Fund would, however, inform shareholders of the hiring of any new subadviser within 90 days after
the hiring of the subadviser.
Why did the Board
approve the Manager of Managers Structure?
The Board
of LMETFIT, including a majority of the Independent Trustees, approved the Manager of Managers Structure and is recommending that
shareholders approve the Manager of Managers Structure at the Meeting because the Manager of Managers Structure would enable each
Fund to operate with greater efficiency in the future by allowing a Fund to use both affiliated (including those that are partially
or wholly-owned by Frankin Resources) and unaffiliated subadvisers best suited to its needs without incurring potential delays
that could be associated with obtaining shareholder approvals.
What is the required
vote on Proposal 3?
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.
THE BOARD
OF TRUSTEES OF LMETFIT UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSAL 3.
ADDITIONAL INFORMATION ABOUT
THE FUNDS
The
Investment Managers. The investment managers and any subadviser(s) or sub-subadviser(s) of the Funds and their principal
addresses are set forth below. Pursuant to an investment management agreement, the investment manager for a Fund (along with any
subadviser) manages the investment and reinvestment of that Fund’s assets. Each investment manager is a direct or indirect,
wholly owned or majority owned subsidiary of Franklin Resources. The following subadvisers and sub-subadvisers are either indirect,
wholly owned or majority owned subsidiaries of Franklin Resources: Franklin Templeton Institutional LLC, Western Asset Management
Company LLC, Western Asset Management Company Limited, Western Asset Management Company Pte. Ltd., Western Asset Management Company
Ltd, ClearBridge Investments, LLC, ClearBridge Investments Pty Limited, Martin Currie Inc., Brandywine Global Investment Management
LLC, Royce & Associates, L.P and K2/D&S Management Co., L.L.C.
| Trust/Fund |
Investment Manager |
Subadviser(s) |
| FRANKLIN
ETF TRUST |
|
|
| Franklin
Short Duration U.S. Government ETF |
Franklin
Advisers, Inc. |
N/A |
| FRANKLIN
TEMPLETON ETF TRUST |
|
|
Franklin Emerging Market
Core Dividend Tilt Index ETF
|
Franklin
Advisory Services, LLC |
Franklin
Templeton Institutional, LLC |
Franklin International
Core Dividend Tilt Index ETF
|
Franklin
Advisory Services, LLC |
Franklin
Templeton Institutional, LLC |
| Franklin
U.S. Core Dividend Tilt Index ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
U.S. Large Cap Multifactor Index ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
U.S. Mid Cap Multifactor Index ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
U.S. Small Cap Multifactor Index ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Asia ex Japan ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Australia ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Brazil ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Canada ETF |
Franklin
Advisory Services, LLC |
Franklin Templeton Institutional,
LLC
|
| Franklin
FTSE China ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Trust/Fund |
Investment Manager |
Subadviser(s) |
| Franklin
FTSE Europe ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Eurozone ETF |
Franklin
Advisory Services, LLC |
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Germany ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Hong Kong ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE India ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Japan ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Japan Hedged ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Latin America ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Mexico ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Russia ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Saudi Arabia ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE South Korea ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Switzerland ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE Taiwan ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
FTSE United Kingdom ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| Franklin
U.S. Equity Index ETF |
Franklin Advisory Services,
LLC
|
Franklin
Templeton Institutional, LLC |
| BrandywineGLOBAL
– Dynamic US Large Cap Value ETF |
Franklin
Advisers, Inc. |
Brandywine Global Investment
Management LLC
|
| Trust/Fund |
Investment Manager |
Subadviser(s) |
| BrandywineGLOBAL
– US Fixed Income ETF |
Franklin
Advisers, Inc. |
Brandywine Global Investment
Management LLC
|
| ClearBridge
Sustainable Infrastructure ETF |
Franklin
Advisers, Inc. |
ClearBridge
Investments Pty Limited |
Franklin Disruptive Commerce
ETF
|
Franklin
Advisers, Inc. |
N/A |
Franklin Dynamic Municipal
Bond ETF
|
Franklin
Advisers, Inc. |
N/A |
Franklin Exponential
Data ETF
|
Franklin
Advisers, Inc. |
N/A |
Franklin Focused Growth
ETF
|
Franklin
Advisers, Inc. |
N/A |
Franklin Genomic Advancements
ETF
|
Franklin
Advisers, Inc. |
N/A |
Franklin High Yield Corporate
ETF
|
Franklin
Advisers, Inc. |
N/A |
Franklin Income Focus
ETF
|
Franklin
Advisers, Inc. |
N/A |
Franklin Intelligent
Machines ETF
|
Franklin
Advisers, Inc. |
N/A |
| Franklin
International Aggregate Bond ETF |
Franklin Templeton Investment
Management Limited
|
Franklin
Advisers, Inc. |
| Franklin
Investment Grade Corporate ETF |
Franklin Advisers, Inc.
|
Franklin Templeton Institutional,
LLC
|
| Franklin
Municipal Green Bond ETF |
Franklin Advisers, Inc.
|
N/A |
| Franklin
Senior Loan ETF |
Franklin Advisers, Inc.
|
N/A |
| Franklin
Systematic Style Premia ETF |
Franklin Advisers, Inc.
|
K2/D&S
Management Co., L.L.C.
|
| Franklin
Ultra Short Bond ETF |
Franklin Advisers, Inc.
|
N/A |
| Franklin
U.S. Core Bond ETF |
Franklin Advisers, Inc.
|
Franklin
Templeton Institutional, LLC |
| Franklin
Income Equity Focus ETF |
Franklin Advisers, Inc.
|
N/A |
| Franklin
U.S. Treasury Bond ETF |
Franklin Advisers, Inc.
|
Franklin Templeton Institutional,
LLC
|
| Martin
Currie Sustainable International Equity ETF |
Franklin Advisers, Inc.
|
Martin
Currie Inc. |
| Trust/Fund |
Investment Manager |
Subadviser(s) |
| Western
Asset Bond ETF |
Franklin
Advisers, Inc. |
Western
Asset Management Company, LLC (with sub-subadvisers, Western Asset Management Company Limited, Western Asset Management Pte Ltd.
and Western Asset Management Company Ltd.) |
| FRANKLIN
TEMPLETON TRUST |
|
|
| Franklin
OnChain U.S. Government Money Fund |
Franklin
Advisers, Inc. |
N/A |
| LEGG
MASON ETF INVESTMENT TRUST |
|
|
| ClearBridge
Dividend Strategy ESG ETF |
Franklin
Templeton Fund Adviser, LLC |
ClearBridge Investments,
LLC and Western Asset Management Company, LLC
|
| ClearBridge
Large Cap Growth ESG ETF |
Franklin Templeton Fund
Adviser, LLC
|
ClearBridge
Investments, LLC and Western Asset Management Company, LLC |
| Royce
Quant Small-Cap Quality Value ETF |
Franklin
Templeton Fund Adviser, LLC |
Royce & Associates, LP and Western Asset Management Company, LLC |
| Western
Asset Short Duration Income ETF |
Franklin Templeton Fund
Adviser, LLC
|
Western
Asset Management Company, LLC (with sub-subadvisers, Western Asset Management Company Limited, Western Asset Management Pte Ltd.
and Western Asset Management Company Ltd.) |
| Western
Asset Total Return ETF |
Franklin Templeton Fund
Adviser, LLC
|
Western Asset Management
Company, LLC (with sub-subadvisers Western Asset Management Company Limited, Western Asset Management Pte Ltd. and Western
Asset Management Company Ltd.)
|
| Franklin
International Low Volatility High Dividend Index ETF |
Franklin Templeton Fund
Adviser, LLC
|
Franklin Advisers, Inc.
and Western Asset Management Company LLC
|
| Trust/Fund |
Investment Manager |
Subadviser(s) |
| Franklin
U.S. Low Volatility High Dividend Index ETF |
Franklin
Templeton Fund Adviser, LLC |
Franklin Advisers, Inc.
and Western Asset Management Company LLC
|
| LEGG
MASON ETF INVESTMENT TRUST II |
|
|
| ClearBridge
Focus Value ESG ETF |
Franklin
Templeton Fund Adviser, LLC |
ClearBridge Investments,
LLC and Western Asset Management Company LLC
|
There were no purchases or sales
of any securities in excess of 1% of any class of outstanding securities of a Fund’s investment manager or any of the investment
manager’s parents or subsidiaries by any nominee for election as a Trustee of the applicable Trust since the beginning of
the Fund’s most recently completed fiscal year.
Addresses for the investment
advisers and subadvisers are as follows:
Franklin Advisers, Inc., Franklin
Advisory Services, LLC, and Franklin Templeton Institutional, LLC, One Franklin Parkway, San Mateo, California, 94403-1906.
Franklin Templeton Investment
Management Ltd., Cannon Place, 78 Cannon Street, London, EC4N6HL, England.
Franklin Templeton Fund Adviser,
LLC, 280 Park Avenue, New York, New York 10017
Martin Currie Inc., 5 Morrison
Street 2nd floor Edinburgh EH3 8BH
Western Asset Management Company,
LLC, 385 East Colorado Boulevard, Pasadena, California 91101 and 620 Eight Avenue, New York, New York 10018.
Western Asset Management Company
Limited, 10 Exchange Square, Primrose Street, London EC2A 2EN, United Kingdom.
Western Asset Management Company
Pte. Ltd, 1 George Street #23-01 Singapore 049145.
Western Asset Management Company
Ltd, 5-1 Marunouchi 1-Chome Chiyoda-Ku Tokyo 100-6536, Japan.
ClearBridge Investments, LLC,
620 Eight Avenue, New York, New York 10018.
ClearBridge Investments Pty Limited,
Level 13, 35 Clarence Street, Sydney, NSW 2000, Australia
Royce & Associates, L.P.,
745 Fifth Avenue, New York, NY 10151
Brandywine Global Investment
Management, LLC, 1735 Market Street, Suite 1800 Philadelphia, PA 19103
K2/D&S
Management Co., L.L.C., 300 Atlantic Street, 12th Fl., Stamford, CT 06901-3535
Other
Service Providers
| Service
Provider |
FETFT |
FTETFT |
FTT |
LMETFIT
and LMETFITII |
| Administrator |
Franklin Templeton Services,
LLC
One Franklin Parkway,
San Mateo, California 94403-1906 |
Franklin Templeton Services,
LLC
One Franklin Parkway,
San Mateo, California 94403-1906 |
Franklin Templeton Services,
LLC
One Franklin Parkway,
San Mateo, California 94403-1906 |
Franklin
Templeton Fund Adviser, LLC (as part of its management services) |
| Sub-Administrator |
Bank of New York Mellon
111
Sanders Creek Parkway, East Syracuse, NY 13057 |
State Street Bank and
Trust Company
One Congress Street,
Suite 1, Boston, MA 02114-2016. |
J.P. Morgan Chase Bank,
N.A.
270 Park Avenue, New
York, New York 10017-2070 |
Bank of New York Mellon
103 Bellevue Parkway
Wilmington, Delaware, 19809 |
| Underwriter |
Franklin Templeton Distributors,
Inc.
One Franklin Parkway,
San Mateo, California 94403-1906 |
Franklin Templeton Distributors,
Inc.
One Franklin Parkway,
San Mateo, California 94403-1906 |
Franklin Templeton Distributors,
Inc.
One Franklin Parkway,
San Mateo, California 94403-1906 |
Franklin Templeton Distributors,
Inc.
One Franklin Parkway,
San Mateo, California 94403-1906 |
| Transfer
Agent |
Bank of New York Mellon
111
Sanders Creek Parkway, East Syracuse, NY 13057 |
State Street Bank and
Trust Company
One Congress Street,
Suite 1, Boston, MA 02114-2016. |
Franklin Templeton Investor
Services
3344 Quality Drive, Rancho
Cordova, CA 95670-7313 |
Bank of New York Mellon
240
Greenwich Street, New York, New York 10286 |
| Custodian |
Bank of New York Mellon
100
Church Street, New York, NY 10286 |
State Street Bank and
Trust Company
One Congress Street,
Suite 1, Boston, MA 02114-2016. |
J.P. Morgan Chase Bank
270 Park Avenue, New
York, New York 10017-2070 |
Bank of New York Mellon
240
Greenwich Street, New York, New York 10286 |
| Independent
Registered Public Accounting Firm |
PricewaterhouseCoopers
LLP
405
Howard Street, Suite 600, San Francisco, CA 94105 |
PricewaterhouseCoopers
LLP
405
Howard Street, Suite 600, San Francisco, CA 94105 |
PricewaterhouseCoopers
LLP
405
Howard Street, Suite 600, San Francisco, CA 94105 |
PricewaterhouseCoopers
LLP
100 East Pratt Street,
Suite 2600, Baltimore, MD 21202 |
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.
Outstanding
Shares and Principal Shareholders. The outstanding shares and classes of each Fund as of July 29, 2024, the
Record Date, are set forth in Exhibit D. In addition, for the Funds that are series of LMETFIT and LMETFITII, the net assets of
the Fund are provided as of the Record Date. Shareholders of record of Funds that are series of FTETFT, FTT and FETFT are entitled to
one vote for each share you own of a Fund on each matter relating to that Fund presented at the Meeting (“Share-Based Voting”).
Shareholders of record of Funds that are series of LMETFIT and LMETFITII are entitled to one vote for each dollar of net asset value of
the Fund represented by the shareholder’s shares of that Fund (“Dollar-Based Voting”).
The names
and addresses of shareholders of record that owned 5% or more of the outstanding shares of a Fund are set forth in Exhibit
E. From time to time, the number of shares held in “street name” accounts of various securities dealers for the
benefit of their clients may exceed 5% of the total shares outstanding of any class of a Fund. To the knowledge of each Fund’s
management, as of the Record Date, there were no other entities, except as set forth in Exhibit E owning beneficially more
than 5% of the outstanding shares of any class of the Fund.
[As of the
Record Date, the Trustees and Officers of each Trust, as a group owned of record and beneficially less than 1% of the outstanding
shares of the Fund.]
Contacting
the Board. If a shareholder wishes to send a communication to the Board of a Fund, such correspondence should be in writing
and addressed to the Board of that Fund at One Franklin Parkway, San Mateo, California 94403-1906, Attention: Navid J. Tofigh,
Assistant Secretary. The correspondence will be given to the Board for review and consideration.
FURTHER INFORMATION ABOUT
VOTING AND THE MEETING
Solicitation
of Proxies. Your vote is being solicited by the Board. The cost of soliciting proxies,
including the fees of a proxy soliciting agent, will be borne entirely by the Funds’ investment managers. Franklin Templeton also
will reimburse brokerage firms and others for their expenses in forwarding proxy material to the beneficial owners and soliciting them
to execute proxies. The Trusts expect that the solicitation will be primarily by mail, but may also include telephone, facsimile, electronic
or other means of communication. Trustees and officers of a Fund, and regular employees and agents of a Fund’s investment manager
or its affiliates involved in the solicitation of proxies are not reimbursed.
Morrow Sodali
Fund Solutions (the “Solicitor”) has been engaged to assist in the solicitation of proxies, at an estimated cost of
$1,138,000 to $1,193,000, including expenses. As the date of the Meeting approaches, certain Fund shareholders may receive a telephone
call from a representative of the Solicitor if their votes have not yet been received.
Authorization
to permit the Solicitor to execute proxies may be obtained by telephonic instructions from shareholders of the Funds. Proxies
that are obtained telephonically will be recorded in accordance with the procedures set forth below. The Boards believe that these
procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions
of the shareholder are accurately determined.
In all cases
where a telephonic proxy is solicited, the Solicitor representative is required to ask for each shareholder’s full name
and address and to confirm that the shareholder has received the proxy materials in the mail or by other acceptable means. If
the shareholder is a corporation or other entity, the Solicitor representative is required to ask for the person’s title
and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the
information provided to the Solicitor, then the Solicitor may ask for the shareholder’s instructions on the Proposals. Although
the Solicitor representative is permitted to answer questions about the process, he or she is not permitted to recommend to the
shareholder how to vote, other than reading any recommendation set forth in this proxy statement. The Solicitor will record the
shareholder’s instructions on the proxy card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm
his or her vote and asking the shareholder to call the Solicitor immediately if his or her instructions are not correctly reflected
in the confirmation.
If a shareholder
wishes to participate in the Meeting but does not wish to give a proxy by telephone, the shareholder may still submit the proxy
card(s) originally sent with the proxy statement by mail, by Internet (as permitted), or by telephone instruction (as permitted),
or attend virtually.
Voting
by Broker-Dealers. The Trusts expect that, before the Meeting, broker-dealer firms holding shares of the Funds in “street
name” for the broker-dealer firms’ customers will request voting instructions from their customers and beneficial
owners. If these instructions are not received by the date specified in the broker-dealer firms’ proxy solicitation materials,
the Trusts understand that broker-dealers may only vote on Proposal 1, Election of a Board of Trustees, on behalf of the broker-dealer
firms’ customers and beneficial owners. Certain broker-dealers may exercise discretion over shares held in the broker-dealer
firms’ names for which no instructions are received by voting these shares in the same proportion as the broker-dealer firms
vote shares for which they received instructions.
Quorum.
For FETFT, FTETFT and FTT, the holders of 40% of the outstanding shares of the Trust entitled to vote at the Meeting, present
virtually or represented by proxy, constitutes a quorum at the Meeting for purposes of acting upon the Proposal applicable to
such Trust. For LMETFIT or LMETFITII, the holders of outstanding shares representing 33.3% of the voting power of the Trust (or
if the proposal is to be voted upon by a Fund separately, the holders of outstanding shares representing 33.3% of the voting power
of the Fund), entitled to vote and present virtually or by proxy constitutes a quorum at the Meeting, for purposes of acting upon
the Proposals applicable to such Trust (or Fund).
Method
of Tabulation. The vote required to approve each Proposal is set forth in the discussion of the Proposal. Abstentions
and broker non-votes will be treated as votes present at a Shareholders’ meeting; abstentions and broker non-votes
will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes
of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval,
or on proposals requiring an affirmative vote of a majority of votes cast for approval but will have the effect of a vote against
any proposal requiring a 1940 Act Majority Vote.
Adjournment.
The Meeting as to any Fund that are series of FETFT, FTETFT, and FTT may
be adjourned from time to time for any reason whatsoever by vote of the holders of a majority of the shares present (virtually or by proxy
and entitled to vote at the Meeting), or by the Chair of the Board or by certain officers, whether or not a quorum is present. For the
Funds that are series of LMETFIT and LMETFITII, the Meeting may by action of the Chair of the Meeting and without any action by shareholders,
be adjourned from time to time with respect to one or more matters to be considered at the Meeting, whether or not a quorum is present
with respect to such matter. Such authority to adjourn the Meeting may be used in the event that a quorum is not present at the Meeting,
or in the event that a quorum is present but sufficient votes have not been received to approve a Proposal, or for any other reason consistent
with applicable state law and a Trust’s By-Laws, including to allow for the further solicitation of proxies. Any adjournment may
be made with respect to any business which might have been transacted at the Meeting, and any adjournment will not delay or otherwise
affect the effectiveness and validity of any business transacted at the Meeting prior to adjournment. The persons designated as proxies
may use their discretionary authority to vote as instructed by management of the Funds on questions of adjournment and on any other proposals
raised at the Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which management of such Funds did
not have timely notice, as set forth in the SEC’s proxy rules.
Shareholder
Proposals. The Trusts are not required and do not intend to hold regular annual meetings
of shareholders. A shareholder who wishes to submit a proposal for consideration for inclusion in a Trust’s proxy statement for
the next meeting of shareholders of such Trust should send his or her written proposal to a Trust’s office located at One Franklin
Parkway, San Mateo, California 94403-1906, Attention: Navid J. Tofigh, Assistant Secretary, so that it is received within a reasonable
time in advance of such meeting in order to be included in the appropriate Trust’s proxy statement and proxy card relating to that
meeting and presented at the meeting. A shareholder proposal may be presented at a meeting of shareholders only if such proposal concerns
a matter that may be properly brought before the meeting under applicable federal proxy rules, state law and the applicable Trust’s
governing instruments. Submission of a proposal by a shareholder does not guarantee that the proposal will be included in the Trust’s
proxy statement or presented at the meeting.
No business
other than the matters described above is expected to come before the Meeting, but should any other matter requiring a vote of
shareholders arise, including any questions as to an adjournment or postponement of the Meeting, the persons designated as proxies
named on the enclosed proxy cards will vote on such matters in accordance with the views of management.
| |
By Order of the Boards of Trustees, |
| |
|
| August __, 2024 |
Harris Goldblat |
| |
Vice President and Secretary |
EXHIBIT
A-Share-Based Voting versus Dollar-Based Voting
FRANKLIN
ETF TRUST [Share-Based Voting]
Franklin
Short Duration U.S. Government ETF
FRANKLIN
TEMPLETON ETF TRUST [Share-Based Voting]
Franklin Emerging Market
Core Dividend Tilt Index ETF
|
Franklin
FTSE Germany ETF |
Franklin
FTSE United Kingdom ETF |
Franklin
Intelligent Machines ETF |
Franklin International
Core Dividend Tilt Index ETF
|
Franklin FTSE Hong
Kong ETF |
Franklin U.S. Equity
Index ETF |
Franklin International
Aggregate Bond ETF |
Franklin U.S. Core Dividend
Tilt Index ETF
|
Franklin FTSE India
ETF |
BrandywineGLOBAL
– Dynamic US Large Cap Value ETF |
Franklin Investment
Grade Corporate ETF |
Franklin U.S. Large Cap
Multifactor Index ETF
|
Franklin FTSE Japan
ETF |
BrandywineGLOBAL
– US Fixed Income ETF |
Franklin Municipal
Green Bond ETF |
Franklin U.S. Mid Cap
Multifactor Index ETF
|
Franklin FTSE Japan
Hedged ETF |
ClearBridge Sustainable
Infrastructure ETF |
Franklin Senior Loan
ETF |
Franklin U.S. Small Cap
Multifactor Index ETF
|
Franklin FTSE Latin
America ETF |
Franklin Disruptive
Commerce ETF |
Franklin Systematic
Style Premia ETF |
Franklin FTSE Asia ex
Japan ETF
|
Franklin FTSE Mexico
ETF |
Franklin Dynamic
Municipal Bond ETF |
Franklin Ultra Short
Bond ETF |
Franklin FTSE Australia
ETF
|
Franklin FTSE Russia
ETF |
Franklin Exponential
Data ETF |
Franklin U.S. Core
Bond ETF |
| Franklin FTSE Brazil
ETF |
Franklin FTSE Saudi Arabia
ETF
|
Franklin Focused
Growth ETF |
Franklin Income Equity
Focus ETF |
Franklin FTSE Canada
ETF
|
Franklin FTSE South Korea
ETF
|
Franklin Genomic
Advancements ETF |
Franklin U.S. Treasury
Bond ETF |
| Franklin FTSE China
ETF |
Franklin FTSE Switzerland
ETF |
Franklin High Yield
Corporate ETF |
Martin Currie Sustainable
International Equity ETF
|
Franklin FTSE Europe
ETF
|
Franklin FTSE Taiwan
ETF |
Franklin Income Focus
ETF |
Western Asset Bond
ETF |
| Franklin FTSE Eurozone
ETF |
|
|
|
FRANKLIN
TEMPLETON TRUST [Share-Based Voting]
Franklin
OnChain U.S. Government Money Fund
LEGG
MASON ETF INVESTMENT TRUST [Dollar-Based Voting]
ClearBridge
Dividend Strategy ESG ETF
ClearBridge
Large Cap Growth ESG ETF
Royce Quant
Small-Cap Quality Value ETF
Western Asset
Short Duration Income ETF
Western Asset
Total Return ETF
Franklin
International Low Volatility High Dividend Index ETF
Franklin
U.S. Low Volatility High Dividend Index ETF
LEGG
MASON ETF INVESTMENT TRUST II [Dollar-Based Voting]
ClearBridge
Focus Value ESG ETF
EXHIBIT
B-Nominating and Governance Committee Charter
NOMINATING
AND GOVERNANCE COMMITTEE CHARTER
The Nominating
and Governance Committee (the “Committee”) is a committee of, and established by, the Boards of Trustees (the “Board”)
of the Franklin Templeton ETF Trust, Franklin ETF Trust, Franklin Templeton Trust, Legg Mason ETF Investment Trust and Legg Mason
ETF Investment Trust II, and each of their respective series (collectively, the “Funds”). The Committee consists of
such number of members as set by the Board from time to time and its members shall be selected by the Board. The Committee shall
be comprised entirely of “independent members.” For purposes of this Charter, independent members shall mean trustees
who are not “interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940,
as amended (the “1940 Act”) (referred to hereinafter as “Independent Trustees” or “Independent Board
members”).
The purpose
of the Committee shall be to (1) select and nominate candidates for membership on the Board; (2) ensure that the Board complies
with the Fund Governance Policy and other policies adopted by the Committee; and (3) such other matters as the Board or the Committee
chair deems appropriate. This Statement of Purpose is not intended to limit those matters that may be assigned to the Committee
nor limit the policies the Committee may adopt to guide its activities.
| III. | Committee
Nominations and Functions. |
| 1. | The
Committee shall periodically review the size and composition of the Board and shall make
recommendations to the full Board concerning (a) the necessity of adding one or more
Independent Board members or conducting a shareholder vote to comply with the Fund Governance
Policy provisions relating to Board composition, (b) the desirability of increasing or
decreasing the size of the Board based on the workload of the Board, or (c) adding individuals
as Independent Board members with differing backgrounds or skill sets in order to provide
an appropriate mix of perspectives, diversity, knowledge and experience on the Board. |
| 2. | The
Committee shall make recommendations for nominations for Independent Board members to
the incumbent Independent Board members and to the full Board. The Committee shall evaluate
candidates’ qualifications for Board membership and the independence of such candidates
from the Fund’s investment managers and other principal service providers, consistent
with the requirements of the Fund Governance Policy, based on information provided in
response to a comprehensive questionnaire prepared by counsel to elicit the relevant
information. Persons selected must be independent in terms of both the letter and the
spirit of the 1940 Act. The Committee shall also consider the effect of any relationships
beyond those delineated in the 1940 Act that might impair independence, e.g.,
business, financial or family relationships with investment managers or service providers. |
| 3. | The
Committee shall also evaluate candidates’ qualifications and make recommendations
for “interested” members on the Board to the full Board. |
| 4. | The
Committee may adopt from time to time specific, minimum qualifications that the Committee
believes a candidate must meet before being considered as a candidate for Board membership
and shall comply with any rules adopted from time to time by the U.S. Securities and
Exchange Commission regarding investment company nominating committees and the nomination
of persons to be considered as candidates for Board membership. |
| 5. | The
Committee shall review shareholder recommendations for nominations to fill vacancies
on the Board if such recommendations are submitted in writing and addressed to the Committee
at the Fund’s offices. The Committee shall adopt, by resolution, a policy regarding
its procedures for considering candidates for the Board, including any recommended by
shareholders. |
| 6. | The
Committee shall make recommendations to the full Board for Independent Trustee membership
on committees of the Board. |
| IV. | Other
Powers and Responsibilities. |
| 1. | The
Committee shall monitor the continued independence of Independent Trustees and evaluate
any circumstances that may arise through the submission of an annual questionnaire intended
for this purpose or that are otherwise brought to the Committee’s attention. |
| 2. | The
Committee shall annually review and make recommendations to the Board regarding Independent
Board member compensation. |
| 3. | The
Committee shall oversee an annual evaluation by all Board members of Board effectiveness
and the adequacy of the Board’s adherence to industry corporate governance best
practices. This evaluation shall include a consideration of the effectiveness of the
committee structure of the Board and the number of Funds on whose Boards each Trustee
serves. The Committee shall recommend to the Board or its committees the implementation
of proposed enhancements resulting from the annual evaluation. |
| 4. | The
Committee shall evaluate any proposed board memberships of an Independent Board member
to confirm that no conflict exists with the Independent Board member’s current
service on the Board. |
| 5. | The
Committee shall facilitate educational and training programs for Independent Board Members
as needs arise. |
| 6. | The
Committee annually shall evaluate the status of counsel to the Independent Board members
as “independent legal counsel” and, if appropriate, confirm that determination
to the full Board. |
| 7. | The
Committee shall ensure that the provisions of the Fund Governance Standards found in
Rule 0-1(a)(7), as contained in the Fund Governance Policy, are met by the Board. |
| 8. | The
Committee shall periodically assess the membership, scope of activities and charters
of all Board committees to confirm that they comply with the Fund Governance Policy,
to the extent applicable. |
| 9. | The
Committee shall review and make recommendations to the Board concerning Board structure
and operations. |
| 1. | The
Committee shall meet at least once each year or more frequently in open or executive
sessions. The Committee may invite members of management, counsel, advisers and others
to attend its meetings as it deems appropriate. The Committee shall have separate sessions
with management and others, as and when it deems appropriate. |
| 2. | The
Committee shall have the resources and authority appropriate to discharge its responsibilities,
including authority to retain special counsel and other experts or consultants at the
expense of the Fund. |
| 3. | The
Committee shall report its activities to the Board and make such recommendations as the
Committee may deem necessary or appropriate. |
| 4. | A
majority of the members of the Committee shall constitute a quorum for the transaction
of business at any meeting of the Committee. The action of a majority of the members
of the Committee present at a meeting at which a quorum is present shall be the action
of the Committee. The Committee may meet in person, by videoconference or by telephone,
and the Committee may act by written consent, to the extent permitted by law and by the
Fund’s by-laws. In the event of any inconsistency between this Charter and the
Fund’s organizational documents, the provisions of the Fund’s organizational
documents shall be given precedence. |
| 5. | The
Committee shall adopt a Nominating and Governance Committee Charter (the “Charter”)
and review this Charter at least annually and recommend any changes to the full Board. |
ADDITIONAL
STATEMENT FOR EXCHANGE-LISTED FUNDS
The Committee shall comply with
any additional rules of any applicable listing exchange related to Committee matters, including requirements related to Independent
Board members.
Amended: May 11, 2023
Amended: May 29, 2024
EXHIBIT
C- Audit Fee Information
Audit Fee Information for
FETFT:
Audit Fees
(a) The aggregate fees paid to
PricewaterhouseCoopers LLP (“PwC” or the “Auditor”) for professional services rendered by PwC for the
audit of FETFT’s annual financial statements or for services that are normally provided by PwC in connection with statutory
and regulatory filings or engagements were $25,950 for the fiscal year ended March 31, 2024 and $25,260 for the fiscal year ended
March 31, 2023.
Audit-Related Fees
(b) There were no fees paid to
PwC for assurance and related services rendered by PwC to FETFT that are reasonably related to the performance of the audit of
FETFT’s financial statements and are not reported under paragraph (a) above.
There were no fees paid to PwC
for assurance and related services rendered by PwC to FETFT’s investment adviser and any entity controlling, controlled
by or under common control with the investment adviser that provides ongoing services to FETFT that are reasonably related to
the performance of the audit of their financial statements.
Tax Fees
(c) There were no fees paid to
PwC for professional services rendered by PwC to FETFT for tax compliance, tax advice and tax planning.
The aggregate fees paid to PwC
for professional services rendered by PwC to FETFT’s investment adviser and any entity controlling, controlled by or under
common control with the investment adviser that provides ongoing services to FETFT for tax compliance, tax advice and tax planning
were $140,000 for the fiscal year ended March 31, 2024 and $70,000 for the fiscal year ended March 31, 2023. The services for
which these fees were paid included global access to tax platform International Tax View.
All Other Fees
(d) The aggregate fees paid to
PwC for products and services rendered by PwC to FETFT not reported in paragraphs (a)-(c) above were $74 for the fiscal year ended
March 31, 2024 and $0 for the fiscal year ended March 31, 2023. The services for which these fees were paid included review of
materials provided to the fund Board in connection with the investment management contract renewal process.
The aggregate fees paid to PwC
for products and services rendered by PwC to FETFT’s investment adviser and any entity controlling, controlled by or under
common control with the investment adviser that provides ongoing services to FETFT not reported in paragraphs (a)-(c) above were
$158,426 for the fiscal year ended March 31, 2024 and $75,711 for the fiscal year ended March 31, 2023. The services for which
these fees were paid included professional fees relating to security counts, professional fees in connection with SOC 1 Reports,
professional services relating to the readiness assessment over Greenhouse Gas Emissions and Energy, fees in connection with license
for employee development tool ProEdge and fees in connection with a license for accounting and business knowledge platform Viewpoint.
(e) (1) FETFT’s audit committee
is directly responsible for approving the services to be provided by the auditors, including:
(i) pre-approval
of all audit and audit related services;
(ii) pre-approval
of all non-audit related services to be provided to the Fund by the auditors;
(iii) pre-approval
of all non-audit related services to be provided to FETFT by the auditors to FETFT’s investment adviser or to any entity
that controls, is controlled by or is under common control with FETFT’s investment adviser and that provides ongoing services
to FETFT where the non-audit services relate directly to the operations or financial reporting of FETFT; and
(iv) establishment
by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided
by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved
by other means, such as through establishment of guidelines or by action of a designated member or members of the committee;
provided the policies and procedures are detailed as to the particular service and the committee is informed of each service and
such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities
Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions
that may be available under applicable law or rules.
(e) (2) None of the services
provided to FETFT described in paragraphs (b)-(d) above were approved by the audit committee pursuant to paragraph (c)(7)(i)(C)
of Rule 2-01 of regulation S-X.
The aggregate non-audit fees
paid to PwC for services rendered by PwC to FETFT and FETFT’s investment adviser and any entity controlling, controlled
by or under common control with the investment adviser that provides ongoing services to FETFT were $298,500 for the fiscal year
ended March 31, 2024 and $145,711 for the fiscal year ended March 31, 2023.
FETFT’s audit committee
of the board has considered whether the provision of non-audit services that were rendered to FETFT’s investment adviser
(not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing
services to FETFT that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with
maintaining PwC’s independence.
Audit Fee Information for
FTETFT:
Audit Fees
(a) The aggregate fees paid to
PwC for professional services rendered by PwC for the audit of the FTETFT’s annual financial statements or for services
that are normally provided by PwC in connection with statutory and regulatory filings or engagements were $998,129 for the fiscal
year ended March 31, 2024 and $999,623 for the fiscal year ended March 31, 2023.
Audit-Related Fees
(b) There were no fees paid to
PwC for assurance and related services rendered by PwC to the FTETFT that are reasonably related to the performance of the audit
of the FTETFT’s financial statements and are not reported under paragraph (a) above. There were no fees paid to PwC for
assurance and related services rendered by PwC to the FTETFT’s investment adviser and any entity controlling, controlled
by or under common control with the investment adviser that provides ongoing services to the FTETFT that are reasonably related
to the performance of the audit of their financial statements.
Tax Fees
(c) The aggregate fees paid to
PwC for professional services rendered by PwC to the FTETFT for tax compliance, tax advice and tax planning were $0 for the fiscal
year ended March 31, 2024 and $6,000 for the fiscal year ended March 31, 2023. The services for which these fees were paid included
tax compliance services related to year-end. The aggregate fees paid to PwC for professional services rendered by PwC to the FTETFT’s
investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides
ongoing services to the FTETFT for tax compliance, tax advice and tax planning were $275,000 for the fiscal year ended March 31,
2024 and $418,850 for the fiscal year ended March 31, 2023. The services for which these fees were paid included global access
to tax platform International Tax View and tax compliance services related to year-end.
All Other
Fees
(d) The aggregate fees paid to
PwC for products and services rendered by PwC to the FTETFT not reported in paragraphs (a)-(c) above were $5,991 for the fiscal
year ended March 31, 2024 and $0 for the fiscal year ended March 31, 2023. The services for which these fees were paid included
review of materials provided to the fund Board in connection with the investment management contract renewal process. The aggregate
fees paid to PwC for products and services rendered by PwC to the FTETFT’s investment adviser and any entity controlling,
controlled by or under common control with the investment adviser that provides ongoing services to the FTETFT not reported in
paragraphs (a)-(c) above were $130,600 for the fiscal year ended March 31, 2024 and $59,560 for the fiscal year ended March 31,
2023. The services for which these fees were paid included professional services relating to the readiness assessment over Greenhouse
Gas Emissions and Energy, professional fees relating to security counts, fees in connection with a license for accounting and
business knowledge platform Viewpoint, and fees in connection with license for employee development tool Pro Edge.
(e) (1) The FTETFT’s audit
committee is directly responsible for approving the services to be provided by the auditors, including:
(i) pre-approval
of all audit and audit related services;
(ii) pre-approval
of all non-audit related services to be provided to the Fund by the auditors;
(iii) pre-approval
of all non-audit related services to be provided to the FTETFT by the auditors to the FTETFT’s investment adviser or to
any entity that controls, is controlled by or is under common control with the FTETFT’s investment adviser and that provides
ongoing services to the FTETFT where the non-audit services relate directly to the operations or financial reporting of the FTETFT;
and
(iv) establishment
by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided
by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved
by other means, such as through establishment of guidelines or by action of a designated member or members of the committee;
provided the policies and procedures are detailed as to the particular service and the committee is informed of each service and
such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities
Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions
that may be available under applicable law or rules.
(e) (2) None of the services
provided to the FTETFT described in paragraphs (b)-(d) above were approved by the audit committee pursuant to paragraph (c)(7)(i)(C)
of Rule 2-01 of regulation S-X.
The aggregate non-audit fees
paid to PwC for services rendered by PwC to the FTETFT and the FTETFT’s investment adviser and any entity controlling, controlled
by or under common control with the investment adviser that provides ongoing services to the FTETFT were $411,591 for the fiscal
year ended March 31, 2024 and $484,410 for the fiscal year ended March 31, 2023.
The FTETFT’s audit committee
of the board has considered whether the provision of non-audit services that were rendered to the FTETFT’s investment adviser
(not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing
services to the FTETFT that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
with maintaining PwC’s independence.
Audit Fee Information for
FTT:
Audit Fees
(a) The aggregate fees paid to
PwC for professional services rendered by PwC for the audit of the FTT’s annual financial statements or for services that
are normally provided by PwC in connection with statutory and regulatory filings or engagements were $23,700 for the fiscal year
ended March 31, 2024 and $23,010 for the fiscal year ended March 31, 2023.
Audit-Related Fees
(b) There were no fees paid to
PwC for assurance and related services rendered by PwC to the FTT that are reasonably related to the performance of the audit
of the FTT's financial statements and are not reported under paragraph (a) above. There were no fees paid to PwC for assurance
and related services rendered by PwC to the FTT's investment adviser and any entity controlling, controlled by or under common
control with the investment adviser that provides ongoing services to the FTT that are reasonably related to the performance of
the audit of their financial statements.
Tax Fees
(c) There were no fees paid to
PwC for professional services rendered by PwC to the FTT for tax compliance, tax advice and tax planning. The aggregate fees paid
to PwC for professional services rendered by PwC to the FTT’s investment adviser and any entity controlling, controlled
by or under common control with the investment adviser that provides ongoing services to the FTT for tax compliance, tax advice
and tax planning were $140,000 for the fiscal year ended March 31, 2024 and $70,000 for the fiscal year ended March 31, 2023.
The services for which these fees were paid included global access to tax platform International Tax View.
All Other Fees
(d) The aggregate fees paid to
PwC for products and services rendered by PwC to the FTT other than the services reported in paragraphs (a)-(c) above were $153
for the fiscal year ended March 31, 2024 and $0 for the fiscal year ended March 31, 2023. The services for which these fees were
paid included review of materials provided to the fund Board in connection with the investment management contract renewal process.
The aggregate fees paid to PwC for products and services rendered by PwC to the FTT’s investment adviser and any entity
controlling, controlled by or under common control with the investment adviser that provides ongoing services to the FTT other
than the services reported in paragraphs (a)-(c) above were $158,426 for the fiscal year ended March 31, 2024 and $75,711 for
the fiscal year ended March 31, 2023. The services for which these fees were paid included professional services relating to the
readiness assessment over Greenhouse Gas Emissions and Energy, professional fees relating to security counts, fees in connection
with license for employee development tool Pro Edge, fees in connection with a license for accounting and business knowledge platform
Viewpoint and professional fees in connection with SOC 1 Reports.
(e) (1) The FTT’s audit
committee is directly responsible for approving the services to be provided by the auditors, including:
| (i) | pre-approval
of all audit and audit related services; |
| (ii) | pre-approval
of all non-audit related services to be provided to the Fund by the auditors; |
| (iii) | pre-approval
of all non-audit related services to be provided to the FTT by the auditors to the FTT’s
investment adviser or to any entity that controls, is controlled by or is under common
control with the FTT’s investment adviser and that provides ongoing services to
the FTT where the non-audit services relate directly to the operations or financial reporting
of the FTT; and |
| (iv) | establishment
by the audit committee, if deemed necessary or appropriate, as an alternative to committee
pre-approval of services to be provided by the auditors, as required by paragraphs (ii)
and (iii) above, of policies and procedures to permit such services to be pre-approved
by other means, such as through establishment of guidelines or by action of a designated
member or members of the committee; provided the policies and procedures are detailed
as to the particular service and the committee is informed of each service and such policies
and procedures do not include delegation of audit committee responsibilities, as contemplated
under the Securities Exchange Act of 1934, to management; subject, in the case of
(ii) through (iv), to any waivers, exceptions or exemptions that may be available under
applicable law or rules. |
(e) (2) None of the services
provided to the FTT described in paragraphs (b)-(d) above were approved by the audit committee pursuant to paragraph (c)(7)(i)(C)
of Rule 2-01 of regulation S-X.
The aggregate non-audit fees
paid to PwC for services rendered by PwC to the FTT and the FTT’s investment adviser and any entity controlling, controlled
by or under common control with the investment adviser that provides ongoing services to the FTT were $298,579 for the fiscal
year ended March 31, 2024 and $145,711 for the fiscal year ended March 31, 2023.
FTT’s audit committee of
the board has considered whether the provision of non-audit services that were rendered to the FTT’s investment adviser
(not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing
services to the FTT that were not preapproved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with
maintaining PwC’s independence.
Audit Fee Information for
LMETFIT:
Audit Fees
(a) The aggregate fees billed
in the last two fiscal years ending March 31, 2022 and March 31, 2023 (the “Reporting Periods”) for professional services
rendered by the LMETFIT’s principal accountant, PwC, for the audit of the LMETFIT’s annual financial statements, or
services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for
the Reporting Periods, were $146,240 in March 31, 2023 and $150,630 in March 31, 2024.
Audit-Related Fees
(b) The aggregate fees billed
in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the
LMETFIT’s financial statements were $0 in March 31, 2023 and $0 in March 31, 2024.
Tax Fees
(c) The aggregate fees billed
in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax
Services”) were $82,000 in March 31, 2023 and $82,000 in March 31, 2024. These services consisted of (i) review or preparation
of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance
regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or
treatment of various financial instruments held or proposed to be acquired or held.
There were no fees billed for
tax services by the Auditors to service affiliates during the Reporting Periods that required preapproval by the Audit Committee.
All Other Fees
(d) The aggregate fees billed
in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a)
through (c) above for the LMETFIT, were $0 in the previous fiscal year and $0 in March 31, 2024.
All Other Fees. There were no
other non-audit services rendered by the Auditor to Franklin Templeton Fund Adviser, LLC (“FTFA”), formerly known
as Legg Mason Partners Fund Advisor, LLC (“FTFA”), and any entity controlling, controlled by or under common control
with FTFA that provided ongoing services to LMETFIT requiring pre-approval by the Audit Committee in the Reporting Period.
(e) Audit Committee’s pre–approval
policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit
Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by
FTFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible
non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent
auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting
of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve
non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of
this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that
are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to
the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not
include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial
information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind
reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources;
(vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated
to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee
of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services
provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser
that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total
amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided
to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides
ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee;
(ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services;
and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s))
prior to the completion of the audit.
(2) None of the services described
in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-audit fees billed by the
Auditor for services rendered to LMETFIT, FTFA and any entity controlling, controlled by, or under common control with FTFA that
provides ongoing services to LMETFIT during the reporting period were $785,604 in the previous fiscal year and $0 in March 31,
2024.
LMETFIT’s Audit Committee
has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved
(not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the
Auditor to LMETFIT or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.
Audit Fee Information for
LMETFITII:
Audit Fees
(a) The aggregate fees billed
in the last two fiscal years ending March 31, 2023 and March 31, 2024 (the “Reporting Periods”) for professional services
rendered by the LMETFITII’s principal accountant, PwC, for the audit of the LMETFITII’s annual financial statements,
or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for
the Reporting Periods, were $16,320 in March 31, 2023 and $16,810 in March 31, 2024.
Audit-Related Fees
(b) The aggregate fees billed
in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the
LMETFITII’s financial statements were $0 in March 31, 2023 and $0 in March 31, 2024.
Tax Fees
(c) The aggregate fees billed
in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax
Services”) were $20,000 in March 31, 2023 and $10,000 in March 31, 2024. These services consisted of (i) review or preparation
of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance
regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or
treatment of various financial instruments held or proposed to be acquired or held.
There were no fees billed for
tax services by the Auditors to service affiliates during the Reporting Periods that required preapproval by the Audit Committee.
All Other Fees
(d) The aggregate fees billed
in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a)
through (c) above for LMETFITII, were $0 in the previous fiscal year and $0 in March 31, 2024.
All Other Fees. There were no
other non-audit services rendered by the Auditor to Franklin Templeton Fund Adviser, LLC (“FTFA”), Formerly known
as Legg Mason Partners Fund Advisor, LLC (“FTFA”), and any entity controlling, controlled by or under common control
with FTFA that provided ongoing services to LMETFITII requiring pre-approval by the Audit Committee in the Reporting Period.
(e) Audit Committee’s pre–approval
policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit
Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by
FTFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible
non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent
auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting
of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve
non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of
this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that
are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to
the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not
include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial
information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind
reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources;
(vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated
to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee
of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services
provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser
that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total
amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided
to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides
ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee;
(ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services;
and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s))
prior to the completion of the audit.
(2) None of the services described
in paragraphs (b) through (d) above were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-audit fees billed by the
Auditor for services rendered to LMETFITII, FTFA and any entity controlling, controlled by, or under common control with FTFA
that provides ongoing services to LMETFITII during the reporting period were $608,059 in the previous fiscal year and $0 in March
31, 2024.
LMETFITII’s Audit Committee
has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved
(not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by PwC
to the LMETFITII or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.
EXHIBIT
D- Shares Outstanding as of the Record Date
| Trust |
Fund |
Number
of Shares Outstanding |
| Franklin ETF Trust |
Franklin Short Duration U.S. Government ETF
|
1,676,000 |
| Franklin Templeton ETF Trust |
Franklin Emerging Market Core Dividend Tilt Index ETF
Franklin International Core Dividend Tilt Index ETF
Franklin U.S. Core Dividend Tilt Index ETF
Franklin U.S. Large Cap Multifactor Index ETF
Franklin U.S. Mid Cap Multifactor Index ETF
Franklin U.S. Small Cap Multifactor Index ETF
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 Eurozone ETF
Franklin FTSE Germany ETF
Franklin FTSE Hong Kong ETF
Franklin FTSE India ETF
Franklin FTSE Japan ETF
Franklin FTSE Japan Hedged ETF
Franklin FTSE Latin America ETF |
500,000
28,600,000
1,350,000
23,000,000
15,600,000
950,000
1,200,000
1,800,000
9,600,000
11,100,000
6,600,000
2,800,000
800,000
1,000,000
700,000
39,900,000
70,200,000
2,400,000
2,700,000 |
| Trust |
Fund |
Number
of Shares Outstanding |
|
Franklin FTSE Mexico ETF
Franklin FTSE Russia ETF
Franklin FTSE Saudi Arabia ETF
Franklin FTSE South Korea ETF
Franklin FTSE Switzerland ETF
Franklin FTSE Taiwan ETF
Franklin FTSE United Kingdom ETF
Franklin U.S. Equity Index ETF
BrandywineGLOBAL – Dynamic US Large Cap Value ETF
BrandywineGLOBAL – US Fixed Income ETF
ClearBridge Sustainable Infrastructure ETF
Franklin Disruptive Commerce ETF
Franklin Dynamic Municipal Bond ETF
Franklin Exponential Data ETF
Franklin Focused Growth ETF
Franklin Genomic Advancements ETF
Franklin High Yield Corporate ETF
Franklin Income Focus ETF
Franklin Intelligent Machines ETF
Franklin International Aggregate Bond ETF
Franklin Investment Grade Corporate ETF
Franklin Municipal Green Bond ETF |
2,900,000
800,000
500,000
6,100,000
1,600,000
5,100,000
25,400,000
23,200,000
11,802,953
500,000
350,000
300,000
10,600,000
250,000
2,648,449
300,000
13,250,000
10,000,000
400,000
27,500,000
18,750,000
4,400,000 |
| Trust |
Fund |
Number
of Shares Outstanding |
|
Franklin Senior Loan ETF
Franklin Systematic Style Premia ETF
Franklin Ultra Short Bond ETF
Franklin U.S. Core Bond
ETF
Franklin Income Equity Focus ETF
Franklin U.S. Treasury Bond ETF
Martin Currie Sustainable International Equity ETF
Western
Asset Bond ETF |
22,750,000
8,100,000
300,000
91,950,000
1,850,000
39,600,000
2,166,807
1,600,000 |
| Fraklin
Templeton Trust |
Franklin
OnChain U.S. Government Money Fund |
418,494,416.470 |
| Trust |
Fund |
Number of Shares Outstanding |
Net Assets ($) |
| Legg Mason ETF Investment Trust |
ClearBridge Dividend Strategy ESG ETF
ClearBridge Large Cap Growth ESG ETF
Royce Quant Small-Cap Quality Value ETF
Western Asset Short Duration Income ETF
Western Asset Total Return ETF
Franklin International Low Volatility High Dividend Index ETF
Franklin U.S. Low Volatility High Dividend Index ETF
|
1,000,000
5,213,748
700,000
550,000
2,000,000
36,600,000
15,700,000
|
47,917,987
357,090,623
29,665,492
13,214,215
40,325,931
1,113,814,278
601,369,774 |
| Legg Mason ETF Investment Trust II |
ClearBridge Focus Value ESG ETF |
44,000 |
1,627,069 |
EXHIBIT
E-Principal Holders of Shares
PRINCIPAL
HOLDERS OF FUND SHARES AS OF JULY 29, 2024
| Trust
Name |
Name
and Address of Account |
Number
of Shares |
Percentage
(%) |
Franklin
ETF Trust:
Franklin Short Duration
U.S. Government ETF |
[ ] |
[ ] |
[ ] |
Franklin
Templeton ETF Trust:
Franklin Emerging Market
Core Dividend Tilt Index ETF |
[ ] |
[ ] |
[ ] |
| Franklin
International Core Dividend Tilt Index ETF |
[ ] |
[ ] |
[ ] |
| Franklin
U.S. Core Dividend Tilt Index ETF |
[ ] |
[ ] |
[ ] |
| Franklin
U.S. Large Cap Multifactor Index ETF |
[ ] |
[ ] |
[ ] |
| Franklin
U.S. Mid Cap Multifactor Index ETF |
[ ] |
[ ] |
[ ] |
| Franklin
U.S. Small Cap Multifactor Index ETF |
[ ] |
[ ] |
[ ] |
| 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 Eurozone ETF |
[ ] |
[ ] |
[ ] |
| Franklin
FTSE Germany ETF |
[ ] |
[ ] |
[ ] |
| Franklin
FTSE Hong Kong ETF |
[ ] |
[ ] |
[ ] |
| Franklin
FTSE India ETF |
[ ] |
[ ] |
[ ] |
| Franklin
FTSE Japan ETF |
[ ] |
[ ] |
[ ] |
| Trust
Name |
Name
and Address of Account |
Number
of Shares |
Percentage
(%) |
| 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 Korea ETF |
[ ] |
[ ] |
[ ] |
| Franklin
FTSE Switzerland ETF |
|
|
|
| Franklin
FTSE Taiwan ETF |
[ ] |
[ ] |
[ ] |
| Franklin
FTSE United Kingdom ETF |
[ ] |
[ ] |
[ ] |
| Franklin
U.S. Equity Index ETF |
[ ] |
[ ] |
[ ] |
| BrandywineGLOBAL
– Dynamic US Large Cap Value ETF |
[ ] |
[ ] |
[ ] |
| BrandywineGLOBAL
– US Fixed Income ETF |
[ ] |
[ ] |
[ ] |
| ClearBridge
Sustainable Infrastructure ETF |
[ ] |
[ ] |
[ ] |
| Franklin
Disruptive Commerce ETF |
[ ] |
[ ] |
[ ] |
| Franklin
Dynamic Municipal Bond ETF |
[ ] |
[ ] |
[ ] |
| Franklin
Exponential Data ETF |
[ ] |
[ ] |
[ ] |
| Franklin
Focused Growth Fund |
[ ] |
[ ] |
[ ] |
| Franklin
Genomic Advancements ETF |
[ ] |
[ ] |
[ ] |
| Franklin
High Yield Corporate ETF |
[ ] |
[ ] |
[ ] |
| Franklin
Income Focus ETF |
[ ] |
[ ] |
[ ] |
| Franklin
Intelligent Machines ETF |
[ ] |
[ ] |
[ ] |
| Franklin
International Aggregate Bond ETF |
[ ] |
[ ] |
[ ] |
| Trust
Name |
Name
and Address of Account |
Number
of Shares |
Percentage
(%) |
| Franklin
Investment Grade Corporate ETF |
[ ] |
[ ] |
[ ] |
| Franklin
Municipal Green Bond ETF |
[ ] |
[ ] |
[ ] |
| Franklin
Senior Loan ETF |
[ ] |
[ ] |
[ ] |
| Franklin
Systematic Style Premia ETF |
[ ] |
[ ] |
[ ] |
| Franklin
Ultra Short Bond ETF |
[ ] |
[ ] |
[ ] |
| Franklin
U.S. Core Bond ETF |
[ ] |
[ ] |
[ ] |
| Franklin
Income Equity Focus ETF |
[ ] |
[ ] |
[ ] |
| Franklin
U.S. Treasury Bond ETF |
[ ] |
[ ] |
[ ] |
| Martin
Currie Sustainable International Equity ETF |
[ ] |
[ ] |
[ ] |
| Western
Asset Bond ETF |
[ ] |
[ ] |
[ ] |
Franklin Templeton
Trust:
Franklin OnChain U.S.
Government Money Fund |
[ ] |
[ ] |
[ ] |
Legg
Mason ETF Investment Trust: |
[ ] |
[ ] |
[ ] |
| ClearBridge
Dividend Strategy ESG ETF |
[ ] |
[ ] |
[ ] |
| ClearBridge
Large Cap Growth ESG ETF |
[ ] |
[ ] |
[ ] |
| Royce
Quant Small-Cap Quality Value ETF |
[ ] |
[ ] |
[ ] |
| Western
Asset Short Duration Income ETF |
[ ] |
[ ] |
[ ] |
| Western
Asset Total Return ETF |
[ ] |
[ ] |
[ ] |
| Franklin
International Low Volatility High Dividend Index ETF |
[ ] |
[ ] |
[ ] |
| Franklin
U.S. Low Volatility High Dividend Index ETF |
[ ] |
[ ] |
[ ] |
Legg Mason ETF
Investment Trust II:
ClearBridge Focus Value
ESG ETF |
[ ] |
[ ] |
[ ] |
| * | For the benefit of its
customer(s). |
| ** | Shareholders
who beneficially own 25% or more of the outstanding shares of the Fund or who are otherwise
deemed to “control” the Fund may be able to significantly influence the outcome
of matters submitted to a vote of the Fund’s shareholders. |
E-3
Franklin Short Duration ... (AMEX:FTSD)
Historical Stock Chart
From Oct 2024 to Nov 2024
Franklin Short Duration ... (AMEX:FTSD)
Historical Stock Chart
From Nov 2023 to Nov 2024
