CFCV / Legg Mason ETF Investment Trust II - ClearBridge Focus Value ESG ETF - Documents déposés auprès de la SEC, rapport annuel, procuration

Schedule 14A Information Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. _)

Schedule 14A Information Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No.

August 13, 2024

Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Telephone 215.

Schedule 14A Information Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. _)

Schedule 14A Information Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No.

APPENDIX Funds and Reports Reviewed by SEC Staff Fund # File # Registrant Name Series ID Series Name FYE Reviewed 1 811-23487 ActiveShares ETF Trust1 S000067572 ClearBridge Focus Value ESG ETF 3/31/2022 2 811-09869 Franklin Floating Rate Master Trust

ftsecsoxltr.htm - Generated by SEC Publisher for SEC Filing One Franklin Parkway San Mateo, CA 94403-1906 tel 800.632.2350 franklintempleton.com March 15, 2023 VIA EDGAR Christina DiAngelo Fettig U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549-8626 Subject: Franklin Templeton Funds (the “Funds”) (as listed on the attached Appendix) De

See Notes to Schedule of Investments. ClearBridge Focus Value ESG ETF 2022 Quarterly Report 1

NPORT-EX 2 178774LM123122.htm CLEARBRIDGE FOCUS VALUE ESG ETF (Percentages shown based on Fund net assets) Schedule of Investments (unaudited) December 31, 2022 SECURITY SHARES VALUE COMMON STOCKS - 98.3% COMMUNICATION SERVICES - 8.7% Interactive Media & Services - 3.9% Alphabet Inc., Class A Shares 578 $ 50,997 * Meta Platforms Inc., Class A Shares 497 59,809 * Total Interactive Media & Services

See Notes to Schedule of Investments. ClearBridge Focus Value ESG ETF 2022 Quarterly Report 1

CLEARBRIDGE FOCUS VALUE ESG ETF (Percentages shown based on Fund net assets) Schedule of investments (unaudited) June 30, 2022 SECURITY SHARES Value COMMON STOCKS - 95.

See Notes to Schedule of Investments. ClearBridge Focus Value ESG ETF 2021 Quarterly Report 1

CLEARBRIDGE FOCUS VALUE ESG ETF (Percentages shown based on Fund net assets) Schedule of investments (unaudited) December 31, 2021 SECURITY SHARES VALUE COMMON STOCKS - 100.

6 Appendix A

Stradley Ronon Stevens & Young, LLP 2005 Market Street Suite 2600 Philadelphia, PA 19103 Telephone 215.

See Notes to Schedule of Investments. ClearBridge Focus Value ESG ETF 2021 Quarterly Report 1

CLEARBRIDGE FOCUS VALUE ESG ETF Schedule of investments (unaudited) June 30, 2021 SECURITY SHARES VALUE COMMON STOCKS - 99.

- ACTIVESHARES ETF TRUST

DEF 14C 1 d114859ddef14c.htm ACTIVESHARES ETF TRUST UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) Schedule 14C Information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-

- ACTIVESHARES ETF TRUST

PRE 14C 1 d114859dpre14c.htm ACTIVESHARES ETF TRUST UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) Schedule 14C Information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-

See Notes to Schedule of Investments. ClearBridge Focus Value ETF 2020 Quarterly Report 1

HTML CLEARBRIDGE FOCUS VALUE ETF Schedule of investments (unaudited) December 31, 2020 SECURITY SHARES VALUE COMMON STOCKS - 98.

See Notes to Schedule of Investments. ClearBridge Focus Value ETF 2020 Quarterly Report 1

HTML ClearBridge Focus Value ETF Schedule of investments (unaudited) June 30, 2020 SECURITY SHARES VALUE COMMON STOCKS - 97.

Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110 March 25, 2020

COVER Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110 March 25, 2020 VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

LMP Equity Board UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

ActiveShares® ETF Trust 620 Eighth Avenue New York, New York 10018

ActiveShares? ETF Trust 620 Eighth Avenue New York, New York 10018 February 24, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549 Re: ActiveShares? ETF Trust Pre-Effective Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ACTIVESHARES ETF TRUST (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ACTIVESHARES ETF TRUST (Exact name of registrant as specified in its charter) Maryland (State of incorporation or organization) See Below (I.R.S. Employer Identification No.) 620 Eighth Avenue New

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Mana Behbin +1.202.373.6599 [email protected] VIA EDGAR February 21, 2020 Raymond Be, Esq. Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: ActiveShares? ETF Trust File Nos. 333-234497 and 811-23487 Dear Mr. Be: This letter responds to a comment we received from the Staff of the U.S. Securities and Exchange Commission (th

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Mana Behbin +1.202.373.6599 [email protected] VIA EDGAR February 13, 2020 Raymond Be, Esq. Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: ActiveShares? ETF Trust File Nos. 333-234497 and 811-23487 Dear Mr. Be: This letter responds to comments we received from the Staff of the U.S. Securities and Exchange Commission (the

(1) Custodian Services Agreement between the Registrant and The Bank of New York Mellon (“BNYM”) is incorporated herein by reference to Pre-Effective Amendment No. 2.

Exhibit (g)(1) CUSTODIAN SERVICES AGREEMENT THIS AGREEMENT is made as of January 1, 2018 by and among each Fund (as defined below) on behalf of each of its Portfolios (as defined below) and The Bank of New York (the “Custodian”).

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit (j) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form N-1A of ActiveShares ETF Trust of our report dated January 21, 2020, relating to the financial statements of ClearBridge Focus Value ETF, which appears in such Registration Statement.

(2) Code of Ethics of Precidian is incorporated herein by reference to Pre-Effective Amendment No. 2.

Exhibit (p)(2) CODE OF ETHICS PRECIDIAN FUNDS, LLC September 15, 2015 This Code of Ethics (?Code?) is adopted in compliance with the requirements of U.

Seed Capital Subscription Agreement is incorporated herein by reference to Pre-Effective Amendment No. 2.

Legg Mason, Inc. 100 International Drive Baltimore, MD 21202 Exhibit (l) January 8, 2020 ActiveShares® ETF Trust (the “Trust”) 620 Eighth Avenue New York, NY 10019 Re: ActiveShares® ETF Trust Ladies and Gentlemen: We hereby agree to purchase from the Trust, which is an investment company offering multiple series (each, a “Fund” and collectively, the “Funds”), on a date to be specified by the Trust

FORM OF SUB-ADMINISTRATION AGREEMENT

EX-99.(H)(3) 9 d822612dex99h3.htm FORM OF SUB-ADMINISTRATION AGREEMENT Exhibit (h)(3) FORM OF SUB-ADMINISTRATION AGREEMENT This SUB-ADMINISTRATION AGREEMENT (the “Agreement”) is made as of the day of , 2020 by and between Precidian Funds LLC (“Manager”), a Delaware limited liability company, and Legg Mason Partners Fund Advisor, LLC (“Sub-Administrator”), a Delaware limited liability company, each

(2) Form of Amendment No. 2 to Transfer Agency and Service Agreement between the Registrant and BNYM is incorporated herein by reference to Pre-Effective Amendment No. 2.

Exhibit (h)(2) Form of Amendment No. 2 Transfer Agency and Service Agreement This Amendment No. 2 To Transfer Agency and Service Agreement (“Amendment No. 2”), dated as of January 17, 2020 (“Effective Date”), is being entered into by and between The Bank of New York Mellon (“BNY Mellon” or “Transfer Agent”) and each Legg Mason registered investment company listed on Schedule A to this Amendment No

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Mana Behbin +1.202.373.6599 [email protected] VIA EDGAR January 27, 2020 Raymond Be, Esq. Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: ActiveShares? ETF Trust File Nos. 333-234497 and 811-23487 Dear Mr. Be: This letter responds to comments we received from the Staff of the U.S. Securities and Exchange Commission (the

As filed with the U.S. Securities and Exchange Commission on January 27, 2020

ActiveShares ETF Trust As filed with the U.S. Securities and Exchange Commission on January 27, 2020 File No. 333-234497 File No. 811-23487 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒ PRE-EFFECTIVE AMENDMENT NO. 2 ☒ POST-EFFECTIVE AMENDMENT NO. ☐ AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY A

(2) Form of Amendment No. 4 to Custodian Services Agreement between the Registrant and BNYM is incorporated herein by reference to Pre-Effective Amendment No. 2.

Exhibit (g)(2) Form of Amendment No. 4 To Custodian Services Agreement This Amendment No. 4 To Custodian Services Agreement (“Amendment No. 4”), dated as of January 17, 2020 (“Effective Date”), is being entered into by and among The Bank of New York Mellon (the “Custodian”) and each Fund identified on Exhibit A to this Amendment No. 4 on behalf of each of its Portfolios identified on Exhibit A. Ca

(1) Transfer Agency and Service Agreement between the Registrant and BNYM is incorporated herein by reference to Pre-Effective Amendment No. 2.

Exhibit (h)(1) TRANSFER AGENCY AND SERVICE AGREEMENT THIS AGREEMENT (this ?Agreement?) is made as of the 1 day of January, 2018, by and between The Bank of New York Mellon, a New York banking organization having its principal office at 225 Liberty Street, New York, New York 10286 (?BNY Mellon? or the ?Transfer Agent?), and each Legg Mason registered investment company listed on Schedule A hereto (each, the ?Trust?).

Opinion and consent Venable LLP regarding legality of shares being registered is incorporated herein by reference to Pre-Effective Amendment No. 2.

Exhibit (i) January 27, 2020 ActiveShares ETF Trust 620 Eighth Avenue New York, New York 10018 Re: Registration Statement on Form N-1A: 1933 Act File No.

(4) Form of Amendment No. 5 to Fund Accounting Services Agreement between the Registrant and BNYM is incorporated herein by reference to Pre-Effective Amendment No. 2.

Exhibit (g)(4) Form of Amendment No. 5 To Fund Accounting Services Agreement This Amendment No. 5 To Fund Accounting Services Agreement (“Amendment No. 5”), dated as of January 17, 2020 (“Effective Date”), is being entered into by and between The Bank of New York Mellon (“Fund Accounting Agent”) and each Fund identified on Exhibit A to this Amendment No. 5 on behalf of each of its Portfolios ident

(2) Form of Authorized Participant Agreement is incorporated herein by reference to Pre-Effective Amendment No. 2 to the registration statement on Form N-1A as filed with the SEC on January 27, 2020 (“Pre-Effective Amendment No. 2”).

Exhibit (e)(2) FORM OF AUTHORIZED PARTICIPANT AGREEMENT This Authorized Participant Agreement (this ?Agreement?) is entered into by and between (the ?Participant?) and Legg Mason Investor Services, LLC (the ?Distributor?), principal underwriter of the Trust and its separate series listed on Annex A hereto (each, a ?Fund? and collectively, the ?Funds?).

(3) Fund Accounting Services Agreement between the Registrant and BNYM is incorporated herein by reference to Pre-Effective Amendment No. 2.

Exhibit (g)(3) FUND ACCOUNTING SERVICES AGREEMENT THIS AGREEMENT is made as of January 1, 2018 by and between The Bank of New York Mellon (the ?Fund Accounting Agent?), and each Fund (as defined below) on behalf of each of its Portfolios (as defined below).

(3) Code of Ethics of ClearBridge is incorporated herein by reference to Pre-Effective Amendment No. 1.

Exhibit (p)(3) CLEARBRIDGE INVESTMENTS CODE OF ETHICS SCOPE AND PURPOSE Set forth below is the Code of Ethics (the ?Code?) for ClearBridge Investments as required by Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the ?Advisers Act?), and Rule 17j-1 under the Investment Company Act of 1940, as amended (the ?Investment Company Act?).

(5) Code of Ethics of Franklin Distributors is incorporated herein by reference to Pre-Effective Amendment No. 1.

POLICY US CORPORATE & DISTRIBUTION Exhibit (p)(5) February 25, 2019 LEGG MASON & CO.

FORM OF DISTRIBUTION AGREEMENT

Exhibit (e)(1) FORM OF DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (this ?Agreement?) is made as of this day of , 2019, by and between ActiveShares ETF Trust (the ?Company?), a Maryland statutory trust, on behalf of its series listed on Schedule A hereto (each a ?Fund? and collectively, the ?Funds?), and Legg Mason Investor Services, LLC (the ?Distributor?), a Delaware limited liability company.

(1) Code of Ethics of the Independent Trustees of the Registrant is incorporated herein by reference to Pre-Effective Amendment No. 1.

EX-99.(P)(1) 7 d822612dex99p1.htm CODE OF ETHICS OF THE REGISTRANT. Exhibit (p)(1) Code of Ethics for Independent Directors/Trustees I. General Provisions A. Individuals Covered by the Code B. Personal Securities Transactions C. Securities Transactions in the Funds II. Reporting Requirements A. Initial and Annual Acknowledgement B. Transactions in Reportable Securities Ill. Compliance with the Cod

(4) Code of Ethics of Western Asset is incorporated herein by reference to Pre-Effective Amendment No. 1.

Exhibit (p)(4) CODE OF ETHICS Western Asset Income Fund Western Asset Management Company Western Asset Management Company Limited Western Asset Management Company Pte.

ACTIVESHARES ETF TRUST POWER OF ATTORNEY

Exhibit (q) ACTIVESHARES ETF TRUST POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Jane E.

FORM OF SUBADVISORY AGREEMENT

Exhibit (d)(2) FORM OF SUBADVISORY AGREEMENT This SUBADVISORY AGREEMENT (?Agreement?) is made this day of , 2019, by and between Precidian Funds LLC, a Delaware limited liability company (the ?Manager?), and ClearBridge Investments, LLC, a Delaware limited liability company (the ?Subadviser?).

W. John McGuire

SEC Transmittal Letter W. John McGuire Partner +1.202.373.6799 [email protected] VIA EDGAR December 20, 2019 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: ActiveShares® ETF Trust (Filing relates to ClearBridge Focus Value ETF (the “Fund”)) (File Nos. 333-34497 and 811-23487) Registration Statement on Form N-1A Ladies and Gentlemen: On behalf of Active

As filed with the U.S. Securities and Exchange Commission on December 20, 2019

As filed with the U.S. Securities and Exchange Commission on December 20, 2019 File No. 333-234497 File No. 811-23487 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? PRE-EFFECTIVE AMENDMENT NO. 1 ? POST-EFFECTIVE AMENDMENT NO. ? AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ? AMENDMENT

FORM OF MANAGEMENT AGREEMENT Precidian Funds LLC

Exhibit (d)(1) FORM OF MANAGEMENT AGREEMENT Precidian Funds LLC This MANAGEMENT AGREEMENT (?Agreement?) is made this day of , 2019, by and between (the ?Trust?) and Precidian Funds LLC, a Delaware limited liability company (the ?Manager?).

FORM OF SUBADVISORY AGREEMENT

EX-99.(D)(3) 4 d822612dex99d3.htm FORM OF SUBADVISORY AGREEMENT BETWEEN PRECIDIAN AND WESTERN ASSET. Exhibit (d)(3) FORM OF SUBADVISORY AGREEMENT This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2019, by and between Precidian Funds LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, LLC, a California limited liability company (the “Subadvi

Shareholder Services and Distribution Plan is incorporated herein by reference to Pre-Effective Amendment No. 1 to the registration statement on Form N-1A as filed with the SEC on December 20, 2019 (“Pre-Effective Amendment No. 1”).

Exhibit (m) ACTIVESHARES ETF TRUST SHAREHOLDER SERVICES AND DISTRIBUTION PLAN November 6, 2019 WHEREAS, the Board of Trustees (the “Board”) of ActiveShares ETF Trust (the “Trust”) wishes to adopt this Shareholder Services and Distribution Plan (the “Plan”) adopted pursuant to Rule 12b-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”) for each series of the Trust

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Mana Behbin +1.202.373.6599 [email protected] VIA EDGAR December 20, 2019 Raymond Be, Esq. Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: ActiveShares? ETF Trust File Nos. 333-234497 and 811-23487 Dear Mr. Be: This letter responds to comments we received from the Staff of the U.S. Securities and Exchange Commission (the

(2) Registrant’s Declaration of Trust dated October 2, 2019 is incorporated herein by reference to the Initial Registration Statement.

DECLARATION OF TRUST OF ACTIVESHARES ETF TRUST (a Maryland Statutory Trust) Dated as of October 22, 2019 TABLE OF CONTENTS ARTICLE I.

BYLAWS ActiveShares ETF Trust ARTICLE 1 Declaration of Trust and Principal Office

EX-99.B 4 d822612dex99b.htm BYLAWS BYLAWS of ActiveShares ETF Trust ARTICLE 1 Declaration of Trust and Principal Office 1.1 Declaration of Trust. These Bylaws are adopted pursuant to Section 6.8 of the Declaration of Trust, as from time to time in effect (the “Declaration”), of the Maryland statutory trust established by the Certificate of Trust filed with the State Department of Assessments and T

(1) Certificate of Trust dated October 22, 2019 of ActiveShares® ETF Trust (the “Registrant”) is incorporated herein by reference to the initial Registration Statement on Form N-1A as filed with the Securities and Exchange Commission (“SEC”) on November 4, 2019 (the “Initial Registration Statement”).

State of Maryland Department of Assessments and Taxation Charter Division Larry Hogan Governor Michael L.

W. John McGuire

SEC Transmittal Letter W. John McGuire Partner +1.202.373.6799 [email protected] VIA EDGAR November 4, 2019 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: ActiveShares ETF Trust (File Nos. 333-and 811-23487) Initial Registration Statement on Form N-1A Ladies and Gentlemen: On behalf of ActiveShares ETF Trust (the “Trust”), we are filing, pursuant to th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 ☒ PRE-EFFECTIVE AMENDMENT NO. ☐ POST-EFFECTIVE AMENDMENT NO. ☐ REGISTRATION STATEMENT THE INVESTMENT COMPANY ACT OF 19

Table of Contents File No. 333- File No. 811-23487 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? PRE-EFFECTIVE AMENDMENT NO. ? POST-EFFECTIVE AMENDMENT NO. ? AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ? AMENDMENT NO. ? ACTIVESHARES ETF TRUST (Exact Name of Registrant as Specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940 and in connection wit