0001680359-17-000093 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST
Investment Management Agreement • March 13th, 2017 • 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.

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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.

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.

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