AUCTION AGENCY AGREEMENT dated as of , 2003 Relating to Auction Preferred Shares Series M, Series W and Series F of FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUSTAuction Agency Agreement • November 3rd, 2003 • Franklin Templeton Limited Duration Income Trust • New York
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 AGREEMENTUnderwriting 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").
FRANKLIN BROKER-DEALER AGREEMENT BASIC TERMS FOR ACTING AS A BROKER-DEALER Relating to AUCTION PREFERRED SHARESFranklin Templeton Limited Duration Income Trust • November 3rd, 2003 • New York
