Franklin BSP Lending Fund Sample Contracts

AMENDMENT TO THE SERVICES AGREEMENT BETWEEN CLARION FUNDS AND SS&C GIDS, INC. AS SUCCESSOR IN INTEREST TO DST ASSET MANAGETR SOLUTIONS, INC.
Services Agreement • September 29th, 2025 • Franklin BSP Lending Fund

THIS AMENDMENT (“Amendment”) is entered into on July 21, 2025, to be effective June 1, 2025 (the “Effective Date”) and amends the SERVICES AGREEMENT effective as of June 6, 2019, by and between SS&C GIDS, INC., as successor in interest to DST ASSET MANAGER SOLUTIONS, INC. (“SS&C”), and Each Fund listed on Schedule F to this Amendment (each, the “Fund”).

MANAGEMENT AGREEMENT
Management Agreement • September 29th, 2025 • Franklin BSP Lending Fund

This MANAGEMENT AGREEMENT (“Agreement”) is made this 23rd day of July, 2025, by and between Franklin BSP Lending Fund (the “Fund”) and Franklin Templeton Fund Adviser, LLC, a Delaware limited liability company (the “Manager”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 29th, 2025 • Franklin BSP Lending Fund

This Expense Limitation Agreement (the “Agreement”) is made this 23rd day of July, 2025, by and between Franklin BSP Lending Fund, a Delaware statutory trust (the “Fund”), and Franklin Templeton Fund Manager, LLC, a Delaware limited liability company (the “Manager”).

ADMINISTRATION AGREEMENT
Administration Agreement • September 29th, 2025 • Franklin BSP Lending Fund

THIS AGREEMENT is made as of January 1, 2018, by The Bank of New York Mellon, a New York banking organization (“BNY Mellon”), and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Investment Advisor”).

Amendment to Custodian Services Agreement
Custodian Services Agreement • September 29th, 2025 • Franklin BSP Lending Fund

This Amendment (this “Amendment”) dated as of the last date set forth below, amends the Custodian Services Agreement dated as of January 1, 2018, as previously amended (the “Agreement”), and is entered into by and among The Bank of New York Mellon (“Custodian”) and each Fund identified on Exhibit A to this Amendment, on behalf of each of its Portfolios identified on Exhibit A, effective as of May 8, 2025, (the “Effective Date”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.

SELLING AGREEMENT
Selling Agreement • September 29th, 2025 • Franklin BSP Lending Fund

Franklin Distributors, LLC (“we”, “our” or “us”) invites you to participate in the selling and/or distribution of shares of the Franklin Templeton investment companies (the “Funds”) for which we now or in the future serve as principal underwriter, subject to the terms of this Agreement. We will notify you from time to time of the Funds that are eligible for distribution and the terms of compensation under this Agreement. This Agreement supersedes any prior dealer or selling agreements between us, as stated in Section 21, below.

SUBSCRIPTION AGREEMENT
Subscription Agreement • September 29th, 2025 • Franklin BSP Lending Fund

Subscription Agreement, dated as of June 6, 2025, between Franklin BSP Lending Fund, a statutory trust organized under the laws of Delaware (the “Fund”) and BSP Fund HoldCo (Debt Strategy) LP (the “Purchaser”).

Services Agreement
Services Agreement • September 29th, 2025 • Franklin BSP Lending Fund • New York
FRANKLIN BSP LENDING FUND SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 29th, 2025 • Franklin BSP Lending Fund • New York

AGREEMENT made as of the 23rd day of July, 2025, by and between FRANKLIN TEMPLETON FUND ADVISER, LLC (the “Manager”), and BENEFIT STREET PARTNERS L.L.C. (the “Sub-Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • September 29th, 2025 • Franklin BSP Lending Fund

This DISTRIBUTION AGREEMENT (this “Agreement”) is made this 23rd day of July, 2025 by and between Franklin BSP Lending Fund (“Investment Company”), a Delaware statutory trust, and Franklin Distributors, LLC (“Distributor”).

FRANKLIN BSP LENDING FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST May 8, 2025
Agreement and Declaration of Trust • September 29th, 2025 • Franklin BSP Lending Fund

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on May 8, 2025 by and among the individuals executing this Declaration (as defined below) as Trustees and the holders from time to time of the shares of beneficial interest issued hereunder.

Amendment to Administration Agreement
Administration Agreement • September 29th, 2025 • Franklin BSP Lending Fund

This Amendment (this “Amendment”), dated as of the last date set forth below, amends the Administration Agreement dated as of January 1, 2018, as previously amended (the “Agreement”), and is entered into by and between The Bank of New York Mellon (“BNY”) and Franklin Templeton Fund Adviser, LLC (the “Investment Advisor”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.