Franklin Templeton Limited Duration Income Trust Sample Contracts

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AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • August 31st, 2021 • Franklin LTD Duration Income Trust

This Amendment is dated as of the 29th day of January 2021, by and between each of the Investment Companies listed on Exhibit A hereto (the “Fund”) for itself and for each of its Series listed on Exhibit A hereto, and The Bank of New York Mellon (formerly The Bank of New York) (the “Custodian”). Capitalized terms used but not defined herein shall have the meanings given in the Agreement (defined below).

EXHIBIT 99.h.2 MASTER SELECTED DEALER AGREEMENT
Master Selected Dealer Agreement • August 26th, 2003 • Franklin Templeton Limited Duration Income Trust • New York
Contract
Fund Services Agreement • August 31st, 2021 • Franklin LTD Duration Income Trust • New York
I. GENERAL
Master Agreement • August 26th, 2003 • Franklin Templeton Limited Duration Income Trust • New York
Franklin Templeton Limited Duration Income Trust One Franklin Parkway San Mateo, California 94403-1906
Franklin LTD Duration Income Trust • September 17th, 2018 • California

We, Franklin Templeton Limited Duration Income Trust, (the “Fund”), are a Delaware statutory trust operating as an closed-end management investment company or “mutual fund”, which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). We desire to issue one or more series or classes of our authorized but unissued shares of capital stock or beneficial interest (the “Shares”) to authorized persons in accordance with applicable Federal and State securities laws. The Fund’s Shares may be made available in one or more separate series, each of which may have one or more classes.

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • September 21st, 2018 • Franklin LTD Duration Income Trust • New York

Each of Franklin Limited Duration Income Trust, a Delaware statutory trust (the “Fund”), and Franklin Advisers, Inc., a California corporation (the “Adviser”), hereby confirms the agreement with and appointment of UBS Securities LLC to act as dealer manager (the “Dealer Manager”) in connection with the issuance by the Fund to the holders of record (the “Record Date Shareholders”) at the close of business on the record date set forth in the Prospectus (as defined herein) (the “Record Date”) transferable rights entitling such Record Date Shareholders to subscribe for up to 7,534,709 shares (each a “Share” and, collectively, the “Shares”) of beneficial interest, no par value (the “Common Shares”), of the Fund (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Shareholder one (1) transferable right (each a “Right” and, collectively, the “Rights”) for each Common Share held by such Record Date Shareholder on the Record Date. Such Rights entitle their hol

A-3
Investment Management Agreement • August 31st, 2021 • Franklin LTD Duration Income Trust
OF
Agreement and Declaration of Trust • May 27th, 2003 • Franklin Templeton Strategic Income Trust • Delaware
CUSTODY AGREEMENT
Custody Agreement • September 17th, 2018 • Franklin LTD Duration Income Trust • New York

THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of ______________, 2018 by and between FRANKLIN INVESTORS SECURITIES TRUST, FRANKLIN STRATEGIC SERIES AND FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST, each a statutory trust organized under the laws of Delaware, (each a “Company” and collectively, the “Companies”) having its principal place of business at One Franklin Parkway, San Mateo, California 94403-1906 on behalf of the series listed on Appendix A (each a “Fund” and collectively, the “Funds”), and MILLENNIUM TRUST COMPANY, LLC, a limited liability company organized under the laws of the State of Illinois, having its principal place of business at 2001 Spring Road, Oak Brook, IL 60523 (the “Custodian”).

AMENDMENT
Franklin LTD Duration Income Trust • September 17th, 2018

Amendment made as of May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996, as thereafter amended, between each of the investment companies listed on Schedule 1 hereto (each, a “Fund”) and The Bank of New York (“Custodian”) (such Master Custody Agreement hereinafter referred to as the “Custody Agreement”).

AUCTION PREFERRED SHARES FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST Shares, Series M Shares, Series W Shares, Series F Liquidation Preference $25,000 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • November 3rd, 2003 • Franklin Templeton Limited Duration Income Trust • New York

Franklin Templeton Limited Duration Income Trust, a Delaware statutory trust (the "Fund") and Franklin Advisers, Inc., a California corporation (the "Adviser"), propose to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom Citigroup Global Markets Inc. (the "Representative") is acting as representative an aggregate of shares of its Series M, shares of its Series W and shares of its Series F Auction Preferred Shares (collectively, the "Preferred Shares"), par value $.0.01 per share, with a liquidation preference of $25,000 per share (the shares of Preferred Shares to be sold hereby are referred to herein, collectively, as the "Shares"). The Shares will be authorized by, and subject to the terms and conditions of, the Statement of Preferences of Auction Preferred Shares ("the Statement") in substantially the form filed as an exhibit to the registration statement referred to in Section 1 of this Underwriting Agreement (the "Agreement").

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST
Investment Management Agreement • June 14th, 2018 • Franklin LTD Duration Income Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of May 1, 2013, is made between FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST, a Delaware statutory trust (the "Trust"), and FRANKLIN ADVISERS, INC., a California corporation (the "Manager"), and amends and restates the prior Investment Management Agreement between the Trust and the Manager, dated as of August 29, 2003.

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Fund Administrative Services • June 14th, 2018 • Franklin LTD Duration Income Trust • California

This Subcontract, dated as of May 1, 2013, and amended as of May 1, 2014, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

Contract
Agreement and Declaration • October 15th, 2021 • Franklin LTD Duration Income Trust • Delaware
STATEMENT OF WORK
Statement of Work • September 21st, 2018 • Franklin LTD Duration Income Trust

This STATEMENT OF WORK (this “SOW”) is entered into as of September 17, 2018, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Franklin Limited Duration Income Trust (the “Company” or “Fund”), pursuant to the Transfer Agency and Registrar Services Agreement (“Agreement”) dated March 25, 2015, by and between “the Parties”. In the event of a conflict between this SOW and the Agreement, the Agreement shall prevail. Terms not otherwise defined in this SOW shall have the same meaning as in the Agreement.

EXHIBIT 99.h.4 [FORM OF] AFTER-MARKET SERVICES AGREEMENT
Market Services Agreement • August 26th, 2003 • Franklin Templeton Limited Duration Income Trust • New York
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AMENDMENT NO. 1 TO CUSTODY AGREEMENT
Custody Agreement • September 17th, 2018 • Franklin LTD Duration Income Trust

This Amendment No. 1 (the “Amendment”) to the Custody Agreement (as supplemented and amended, the “Agreement”) entered into on August __, 2018 by and between FRANKLIN INVESTORS SECURITIES TRUST, FRANKLIN STRATEGIC SERIES AND FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST, each a statutory trust organized under the laws of Delaware, (each a “Company” and collectively, the “Companies”) having its principal place of business at One Franklin Parkway, San Mateo, California 94403-1906 on behalf of the series listed on Appendix A (each a “Fund” and collectively, the “Funds”), and MILLENNIUM TRUST COMPANY, LLC, a limited liability company organized under the laws of the State of Illinois, having its principal place of business at 2001 Spring Road, Oak Brook, IL 60523 (the “Custodian”) is hereby made and effective as of September __, 2018 (the “Amendment Effective Date”).

FRANKLIN BROKER-DEALER AGREEMENT BASIC TERMS FOR ACTING AS A BROKER-DEALER Relating to AUCTION PREFERRED SHARES
Franklin Templeton Limited Duration Income Trust • November 3rd, 2003 • New York
January 19, 2022 Franklin Limited Duration Income Trust Fort Lauderdale, FL 33301 Attn: Lori A. Weber, Vice President and Co-Secretary RE: Rights Offering Dear Lori:
Franklin LTD Duration Income Trust • January 19th, 2022

This letter will serve as the agreement (the “Agreement”) between AST Fund Solutions, LLC (“AST Fund Solutions”) and the Franklin Limited Duration Income Trust (the “Fund”), pursuant to which AST Fund Solutions will provide the services set forth below in connection with the Fund’s proposed Rights Offering (the “Offer”). The Offer is currently scheduled to commence on January 19, 2022.

AMENDED AND RESTATED FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • March 13th, 2017 • Franklin LTD Duration Income Trust • California

This Agreement, dated as of February 28, 2012, is between FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST (the "Fund"), a Delaware statutory trust, and FRANKLIN TEMPLETON SERVICES, LLC ("Administrator"), and amends and restates the prior Fund Administration Agreement between the Fund and Administrator.

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • January 19th, 2022 • Franklin LTD Duration Income Trust • New York

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of January 19, 2022, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Franklin Limited Duration Income Trust (the “Fund”).

EXHIBIT 99.h.1 FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST _____ COMMON SHARES OF BENEFICIAL INTEREST [FORM OF] UNDERWRITING AGREEMENT
Additional Compensation Agreement • August 26th, 2003 • Franklin Templeton Limited Duration Income Trust • New York
Franklin Templeton Limited Duration Income Trust
Franklin LTD Duration Income Trust • March 13th, 2017 • California

We, Franklin Templeton Limited Duration Income Trust, (the "Fund"), are a Delaware statutory trust operating as an closed-end management investment company or "mutual fund", which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), and whose shares are registered under the Securities Act of 1933, as amended (the "1933 Act"). We desire to issue one or more series or classes of our authorized but unissued shares of capital stock or beneficial interest (the "Shares") to authorized persons in accordance with applicable Federal and State securities laws. The Fund's Shares may be made available in one or more separate series, each of which may have one or more classes.

January 25, 2017
Franklin LTD Duration Income Trust • March 13th, 2017

This letter will serve as the agreement (the "Agreement") between AST Fund Solutions, LLC ("AST Fund Solutions") and the Franklin Limited Duration Income Trust (the "Fund"), pursuant to which AST Fund Solutions will provide the services set forth below in connection with each Fund's proposed public tender offer for the repurchase of its Common Shares (the "Offer"). The Offer is currently scheduled to commence on January 30, 2017.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • July 24th, 2003 • Franklin Templeton Limited Duration Income Trust • Delaware
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