Explanatory Notes
Post-Effective Amendment No. 13 to the Registrant's Registration Statement on Form N-1A ("PEA 13"), relating only to the Franklin Liberty Intermediate Municipal Opportunities ETF and Franklin Liberty Municipal Bond ETF, each a series of the Registrant (the "Funds"), was filed with the Securities and Exchange Commission on March 23, 2017 (Accession No. 0001680359-17-000117) pursuant to Rule 485(a) under the 1933 Act as amended (the “1933 Act”). Pursuant to Rule 485(b)(1)(iii) of the 1933 Act, Post-Effective Amendment No. 17 to the Registrant’s Registration Statement on Form N-1A, relating only to the Funds, was filed on June 5, 2017 (Accession No. 0001655589-17-000023) for the sole purpose of designating July 5, 2017 as the new effective date for PEA 13.
Pursuant to Rule 485(b)(1)(iii) of the 1933 Act, this Post-Effective Amendment No. 18 to the Registrant’s Registration Statement on Form N-1A, relating only to the Franklin Liberty Intermediate Municipal Opportunities ETF and Franklin Liberty Municipal Bond ETF, each a series of the Registrant, is being filed for the sole purpose of designating August 4, 2017 as the new date upon which the prospectus and SAI of the Franklin Liberty International Opportunities ETF series of the Registrant, as filed in PEA 13, shall become effective.
Accordingly, the prospectus and statement of additional information of the Funds, as filed in PEA 13, are incorporated herein by reference in their entirety into this filing. As stated on the cover page to this filing, this Post-Effective Amendment No. 18 is intended to become effective on August 4, 2017.
PART C
Other Information
Item 28. Exhibits.
The following exhibits are incorporated by reference to the previously filed documents indicated below, except as noted:
(a) Agreement and Declaration of Trust
(i) Certificate of Trust dated October 9, 2015
Filing: Initial Filing on Form N-1A
File No. 333-208873
Filing Date: January 5, 2016
(ii) Agreement and Declaration of Trust dated October 9, 2015
Filing: Initial Filing on Form N-1A
File No. 333-208873
Filing Date: January 5, 2016
(b) By-laws
(i) By-Laws effective as of October 9, 2015
Filing: Initial Filing on Form N-1A
File No. 333-208873
Filing Date: January 5, 2016
(c) Instruments Defining Rights of Security Holders
(i) Agreement and Declaration of Trust
(a) Article III, Shares
(b) Article V, Shareholders’ Voting Powers and Meetings
(c) Article VI, Net Asset Value; Distributions; Redemptions; Transfers
(d) Article VIII, Certain Transactions: Section 4
(e) Article X, Miscellaneous: Section 4
(ii) By-Laws
(a) Article II, Meetings of Shareholders
(b) Article VI, Records and Reports: Section 1, 2 and 3
(c) Article VII, General Matters: Section 3, 4, 6 and 7
(d) Article VIII, Amendments: Section 1
(iii) Part B, Statement of Additional Information – Item 22
(d) Investment Advisory Contracts
(i) Investment Management Agreement between Registrant, on behalf of Franklin LibertyQ International Equity Hedged ETF, and Franklin Advisers, Inc. dated April 18, 2016
Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: May 17, 2016
(ii) Investment Management Agreement between Registrant, on behalf of Franklin LibertyQ Emerging Markets ETF, and Franklin Advisers, Inc. dated April 18, 2016
Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: May 17, 2016
(iii) Investment Management Agreement between Registrant, on behalf of Franklin LibertyQ Global Dividend ETF, and Franklin Advisers, Inc. dated April 18, 2016
Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: May 17, 2016
(iv) Investment Management Agreement between Registrant, on behalf of Franklin LibertyQ Global Equity ETF, and Franklin Advisers, Inc. dated April 18, 2016
Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: May 17, 2016
(v) Investment Management Agreement between Registrant, on behalf of
Franklin Liberty U.S. Low Volatility ETF and Franklin Advisers, Inc. dated April 18, 2016
Filing: Post-Effective Amendment No. 5 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: September 15, 2016
(vi) Investment Management Agreement between Registrant, on behalf of Franklin Liberty Investment Grade Corporate ETF and Franklin Advisers, Inc. dated April 18, 2016
Filing: Post-Effective Amendment No. 5 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: September 15, 2016
(vii) Investment Management Agreement between Registrant, on behalf of Franklin Liberty International Opportunities ETF and Franklin Advisers, Inc. dated April 18, 2016
Filing: Post-Effective Amendment No. 10 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: January 11, 2017
(viii) Investment Management Agreement between Registrant, on behalf of Franklin LibertyQ U.S. Equity ETF and Franklin Advisers, Inc. dated April 26, 2017
Filing: Post-Effective Amendment No. 15 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: April 21, 2017
(ix) Investment Management Agreement between Registrant, on behalf of Franklin LibertyQ U.S. Mid Cap Equity ETF and Franklin Advisers, Inc. dated April 26, 2017
Filing: Post-Effective Amendment No. 15 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: April 21, 2017
(x) Investment Management Agreement between Registrant, on behalf of Franklin LibertyQ U.S. Small Cap Equity ETF and Franklin Advisers, Inc. dated April 26, 2017
Filing: Post-Effective Amendment No. 15 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: April 21, 2017
(xi) Sub-Advisory Agreement on behalf of Franklin Liberty Investment
Grade Corporate ETF between Franklin Advisers, Inc. and Franklin Templeton Institutional, LLC dated April 18, 2016
Filing: Post-Effective Amendment No. 5 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: September 15, 2016
(xii) Sub-Advisory Agreement on behalf of Franklin Liberty
International Opportunities ETF between Franklin Advisers, Inc. and Franklin Templeton Investimentos (Brasil) Ltda.
Filing: Post-Effective Amendment No. 15 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: April 21, 2017
(xiii) Form of Sub-Advisory Agreement on behalf of Franklin Liberty
International Opportunities ETF between Franklin Advisers, Inc. and Franklin Templeton Investments Corp.
Filing: Post-Effective Amendment No. 10 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: January 11, 2017
(xiv) Form of Sub-Advisory Agreement on behalf of Franklin Liberty
International Opportunities ETF between Franklin Advisers, Inc. and Franklin Templeton Investment Management Limited
Filing: Post-Effective Amendment No. 10 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: January 11, 2017
(xv) Form of Sub-Advisory Agreement on behalf of Franklin Liberty
International Opportunities ETF between Franklin Advisers, Inc. and Franklin Templeton Investments (ME) Limited
Filing: Post-Effective Amendment No. 10 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: January 11, 2017
(xvi) Form of Sub-Advisory Agreement on behalf of Franklin Liberty
International Opportunities ETF between Franklin Advisers, Inc. and Franklin Templeton Investment Trust Management Co., Ltd.
Filing: Post-Effective Amendment No. 10 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: January 11, 2017
(xvii) Form of Sub-Advisory Agreement on behalf of Franklin Liberty
International Opportunities ETF between Franklin Advisers, Inc. and Templeton Asset Management Ltd.
Filing: Post-Effective Amendment No. 10 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: January 11, 2017
(e) Underwriting Contracts
(i) Distribution Agreement, between the Registrant and Franklin Templeton Distributors, Inc. dated April 18, 2016 with Amended Exhibit A dated April 18, 2017
Filing: Post-Effective Amendment No. 15 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: April 21, 2017
(ii) Form of Authorized Participant Agreement
Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: May 17, 2016
(f) Bonus or Profit Sharing Contracts
Not Applicable
(g) Custodian Agreements
(i) Master Custodian Agreement between Registrant and State Street Bank and Trust Company dated April 18, 2016 with an Amended Appendix A dated April 18, 2017
Filing: Post-Effective Amendment No. 15 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: April 21, 2017
(h) Other Material Contracts
(i) Sub-Contract for Fund Administrative Services between Franklin Advisers, Inc. and Franklin Templeton Services, LLC dated April 18, 2016 with an Amended Exhibit A dated April 18, 2017
Filing: Post-Effective Amendment No. 15 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: April 21, 2017
(ii) Sub-Contract for Administration and Fund Accounting Services between State Street Bank and Trust Company and Franklin Templeton Services, LLC dated April 18, 2016 with an Amended Schedule A dated April 18, 2017
Filing: Post-Effective Amendment No. 15 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: April 21, 2017
(iii) Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company dated April 18, 2016 with an Amended Appendix A dated April 18, 2017
Filing: Post-Effective Amendment No. 15 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: April 21, 2017
(i) Legal Opinion
(i) Opinion and Consent of Counsel dated May 13, 2016 with respect to Franklin LibertyQ International Equity Hedged ETF, Franklin LibertyQ Emerging Markets ETF, Franklin LibertyQ Global Dividend ETF and Franklin LibertyQ Global Equity ETF
Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: May 17, 2016
(ii) Opinion and Consent of Counsel dated September 14, 2016 with respect to Franklin Liberty U.S. Low Volatility ETF and Franklin Liberty Investment Grade Corporate ETF
Filing: Post-Effective Amendment No. 5 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: September 15, 2016
(iii) Opinion and Consent of Counsel dated January 11, 2017 with respect to Franklin Liberty International Opportunities ETF
Filing: Post-Effective Amendment No. 10 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: January 11, 2017
(iv) Opinion and Consent of Counsel dated April 21, 2017 with respect to Franklin LibertyQ U.S. Equity ETF, Franklin LibertyQ U.S. Mid Cap Equity ETF and Franklin LibertyQ U.S. Small Cap Equity ETF
Filing: Post-Effective Amendment No. 15 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: April 21, 2017
(j) Other Opinions
Not Applicable.
(k) Omitted Financial Statements
Not Applicable.
(l) Initial Capital Agreements
To be filed by amendment.
(m) Rule 12b-1 Plan
(i) Distribution Plan pursuant to Rule 12b-1 dated April 18, 2016 with Amended Exhibit A dated April 18, 2017
Filing: Post-Effective Amendment No. 15 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: April 21, 2017
(n) Rule 18f-3 Plan
Not Applicable.
(p) Code of Ethics
(i) Code of Ethics
Filing: Pre-Effective Amendment No. 3 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: May 17, 2016
(q) Power of Attorney
(i) Power of Attorney dated April 18, 2016
Filing: Pre-Effective Amendment No. 2 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: April 22, 2016
(ii) Power of Attorney dated August 29, 2016 for Susan R. Thompson
Filing: Post-Effective Amendment No. 4 to Registration Statement on Form N-1A
File No. 333-208873
Filing Date: September 13, 2016
(iii) Power of Attorney dated May 23, 2017 for Matthew T. Hinkle
Item 29. Persons Controlled by or Under Common Control with the Registrant
None
Item 30. Indemnification
The Agreement and Declaration of Trust (the “Declaration”) provides that any person who is or was a Trustee, officer, employee or other agent, including the underwriter, of such Trust shall be liable to the Trust and its shareholders only for (1) any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, or (2) the person’s own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person (such conduct referred to herein as Disqualifying Conduct) and for nothing else. Except in these instances and to the fullest extent that limitations of liability of agents are permitted by the Delaware Statutory Trust Act (the “Delaware Act”), these Agents (as defined in the Declaration) shall not be responsible or liable for any act or omission of any other Agent of the Trust or any investment adviser or principal underwriter. Moreover, except and to the extent provided in these instances, none of these Agents, when acting in their respective capacity as such, shall be personally liable to any other person, other than such Trust or its shareholders, for any act, omission or obligation of the Trust or any trustee thereof.
The Trust shall indemnify, out of its property, to the fullest extent permitted under applicable law, any of the persons who was or is a party, or is threatened to be made a party to any Proceeding (as defined in the Declaration) because the person is or was an Agent of such Trust. These persons shall be indemnified against any Expenses (as defined in the Declaration), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the Proceeding if the person acted in good faith or, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent shall not in itself create a presumption that the person did not act in good faith or that the person had reasonable cause to believe that the person’s conduct was unlawful. There shall nonetheless be no indemnification for a person’s own Disqualifying Conduct.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to Trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a Trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with securities being registered, the Trust may be required, unless in the opinion of its counsel the matter has been settled by controlling precedent, to submit to a court or appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of the Investment Adviser
(a) Franklin Advisers, Inc. (Advisers)
The officers and directors of Advisers, Registrant’s investment manager, also serve as officers and/or directors/trustees for (1) Advisers' corporate parent, Franklin Resources, Inc. (Resources), and/or (2) other investment companies in Franklin Templeton Investments. For additional information please see Part B and Schedules A and D of Form ADV of Advisers (SEC File 801-26292), incorporated herein by reference, which set forth the officers and directors of Advisers and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.
(b) Franklin Templeton Institutional, LLC (FT Institutional)
FT Institutional is an indirect, wholly owned subsidiary of Resources. FT Institutional serves as sub-adviser to Franklin Liberty Investment Grade Corporate ETF. The officers of FT Institutional also serve as officers for (1) Resources, and/or (2) other investment companies in Franklin Templeton Investments. For additional information please see Part B and Schedules A and D of Form ADV of FT Institutional (SEC File 801-60684), incorporated herein by reference, which set forth the officers of FT Institutional and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.
(c) Franklin Templeton Investimentos (Brasil) Ltda. (FTI Brasil)
FTI Brasil is an indirect, wholly owned subsidiary of Resources. FTI Brasil serves as sub-adviser to Franklin Liberty International Opportunities ETF. The officers of FTI Brasil also serve as officers for (1) Resources, and/or (2) other investment companies in Franklin Templeton Investments. For additional information please see Part B and Schedules A and D of Form ADV of FTI Brasil (SEC File 801-71881), incorporated herein by reference, which set forth the officers of FTI Brasil and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.
(d) Franklin Templeton Investments Corp. (FTIC)
FTIC is an indirect, wholly owned subsidiary of Resources. FTIC serves as sub-adviser to Franklin Liberty International Opportunities ETF. The officers and/or directors of FTIC also serve as officers for (1) Resources, and/or (2) other investment companies in Franklin Templeton Investments. For additional information please see Part B and Schedules A and D of Form ADV of FTIC (SEC File 801-58185), incorporated herein by reference, which set forth the officers of FTIC and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.
(e) Franklin Templeton Investment Management Limited (FTIML)
FTIML is an indirect, wholly owned subsidiary of Resources. FTIML serves as sub-adviser to Franklin Liberty International Opportunities ETF. The officers of FTIML also serve as officers for (1) Resources, and/or (2) other investment companies in Franklin Templeton Investments. For additional information please see Part B and Schedules A and D of Form ADV of FTIML (SEC File 801-55170), incorporated herein by reference, which set forth the officers of FTIML and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.
(f) Franklin Templeton Investments (ME) Limited (FTIME)
FTIME is an indirect, wholly owned subsidiary of Resources. FTIME serves as sub-adviser to Franklin Liberty International Opportunities ETF. The officers of FTIME also serve as officers for (1) Resources, and/or (2) other investment companies in Franklin Templeton Investments. For additional information please see Part B and Schedules A and D of Form ADV of FTIME (SEC File 801-77965), incorporated herein by reference, which set forth the officers of FTIME and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.
(g) Franklin Templeton Investment Trust Management Co., Ltd. (FTITMC)
FTITMC is an indirect, wholly owned subsidiary of Resources. FTITMC serves as sub-adviser to Franklin Liberty International Opportunities ETF. The officers of FTITMC also serve as officers for (1) Resources, and/or (2) other investment companies in Franklin Templeton Investments. For additional information please see Part B and Schedules A and D of Form ADV of FTITMC (SEC File 801-71877), incorporated herein by reference, which set forth the officers of FTITMC and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.
(h) Templeton Asset Management Ltd. (TAML)
TAML is an indirect, wholly owned subsidiary of Resources. TAML serves as sub-adviser to Franklin Liberty International Opportunities ETF. The officers of TAML also serve as officers for (1) Resources, and/or (2) other investment companies in Franklin Templeton Investments. For additional information please see Part B and Schedules A and D of Form ADV of TAML (SEC File 801-46997), incorporated herein by reference, which set forth the officers of TAML and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.
Item 32. Principal Underwriters
(a) Franklin Templeton Distributors, Inc. (Distributors) also acts as principal underwriter of shares of:
Franklin Alternative Strategies Funds
Franklin California Tax-Free Income Fund
Franklin California Tax-Free Trust
Franklin Custodian Funds
Franklin ETF Trust
Franklin Federal Tax-Free Income Fund
Franklin Fund Allocator Series
Franklin Global Trust
Franklin Gold and Precious Metals Fund
Franklin High Income Trust
Franklin Investors Securities Trust
Franklin Managed Trust
Franklin Municipal Securities Trust
Franklin Mutual Series Funds
Franklin New York Tax-Free Income Fund
Franklin New York Tax-Free Trust
Franklin Real Estate Securities Trust
Franklin Strategic Mortgage Portfolio
Franklin Strategic Series
Franklin Tax-Free Trust
Franklin Templeton Global Trust
Franklin Templeton International Trust
Franklin Templeton Money Fund Trust
Franklin U.S. Government Money Fund
Franklin Templeton Variable Insurance Products Trust
Franklin Value Investors Trust
Institutional Fiduciary Trust
Templeton China World Fund
Templeton Developing Markets Trust
Templeton Funds
Templeton Global Investment Trust
Templeton Global Opportunities Trust
Templeton Global Smaller Companies Fund
Templeton Growth Fund, Inc.
Templeton Income Trust
Templeton Institutional Funds
(b) The information required with respect to each director and officer of Distributors is incorporated by reference to Part B of this Form N-1A and Schedule A of Form BD filed by Distributors with the Securities and Exchange Commission pursuant to the Securities Act of 1934 (SEC File No. 008-05889).
(c) Not Applicable. Registrant's principal underwriter is an affiliated person of an affiliated person of the Registrant.
Item 33. Location of Accounts and Records
The accounts, books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 are kept by the Fund at One Franklin Parkway, San Mateo, CA 94403-1906.
Item 34. Management Services
There are no management-related service contracts not discussed in Part A or Part B.
Item 35. Undertakings
Not Applicable.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Mateo and the State of California, on the 30 th day of June, 2017.
FRANKLIN TEMPLETON ETF TRUST
(Registrant)
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By: /s/NAVID J. TOFIGH |
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Navid J. Tofigh |
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Vice President and Secretary |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: |
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Patrick O’Connor* |
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Patrick O’Connor |
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President and Chief Executive Officer – Investment Management |
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June 30, 2017 |
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Matthew T. Hinkle* |
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Matthew T. Hinkle |
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Chief Executive Officer – Finance and Administration |
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June 30, 2017 |
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Gaston Gardey* |
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Gaston Gardey |
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Chief Financial Officer and Chief Accounting Officer |
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June 30, 2017 |
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Jennifer M. Johnson* |
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Jennifer M. Johnson |
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Trustee |
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June 30, 2017 |
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Rohit Bhagat* |
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Rohit Bhagat |
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Trustee |
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June 30, 2017 |
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Anantha K. Pradeep* |
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Anantha K. Pradeep |
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Trustee |
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June 30, 2017 |
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Susan R. Thompson* |
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Susan R. Thompson |
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Trustee |
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June 30, 2017 |
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* By: /s/NAVID J. TOFIGH
Navid J. Tofigh
Attorney-in-Fact
(Pursuant to Powers of Attorney previously filed and herewith)
POWER OF ATTORNEY
The undersigned officer of FRANKLIN TEMPLETON ETF TRUST, a Delaware statutory trust (the "Registrant"), hereby appoint MARGUERITE C. BATEMAN, BRUCE G. LETO, LARRY P. STADULIS, KRISTIN H. IVES, KAREN L. SKIDMORE, CRAIG s. tyle, Alison e. baur, STEVEN J. GRAY and NAVID J. TOFIGH (with full power to each of them to act alone) his attorney-in-fact and agent, in all capacities, to execute, deliver and file in the names of the undersigned, any and all instruments that said attorneys and agents may deem necessary or advisable to enable the Registrant to comply with or register any security issued by the Registrant under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations thereunder, including but not limited to, any registration statement, including any and all pre- and post-effective amendments thereto, any other document to be filed with the U.S. Securities and Exchange Commission and any and all documents required to be filed with respect thereto with any other regulatory authority. The undersigned grants to each of said attorneys, full authority to do every act necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he could do if personally present, thereby ratifying all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.
The undersigned officer hereby executes this Power of Attorney as of the 23rd day of May, 2017.
/s/Matthew T. Hinkle
Matthew T. Hinkle
Chief Executive Officer – Finance and Administration