FUND ADMINISTRATION AGREEMENT
AGREEMENT dated as of --------------- between FRANKLIN
XXXXXXXXX LIMITED DURATION INCOME TRUST, a Delaware statutory
trust (the "Trust"), and FRANKLIN XXXXXXXXX SERVICES, LLC (the
"Administrator").
In consideration of the mutual agreements herein made,
the parties hereby agree as follows:
(1) The Administrator agrees, during the life of this
Agreement, to provide the following services to the Trust:
(a) providing office space, telephone, office
equipment and supplies for the Trust;
(b) providing trading desk facilities for the Trust,
unless these facilities are provided by the Trust's investment
adviser;
(c) authorizing expenditures and approving bills for
payment on behalf of the Trust;
(d) supervising preparation of periodic reports to
Shareholders, notices of dividends, capital gains distributions
and tax credits; and attending to routine correspondence and
other communications with individual Shareholders when asked to
do so by the Trust's shareholder servicing agent or other agents
of the Trust;
(e) coordinating the daily pricing of the Trust's
investment portfolio, including collecting quotations from
pricing services engaged by the Trust; providing fund accounting
services, including preparing and supervising publication of
daily net asset value quotations, periodic earnings reports and
other financial data;
(f) monitoring relationships with organizations
serving the Trust, including custodians, transfer agents, public
accounting firms, law firms, printers and other third party
service providers;
(g) supervising compliance by the Trust with
recordkeeping requirements under the federal securities laws,
including the Investment Company Act of 1940 (the "1940 Act"),
and the rules and regulations thereunder, supervising compliance
with recordkeeping requirements imposed by state laws or
regulations, and maintaining books and records for the Trust
(other than those maintained by the custodian and transfer
agent);
(h) preparing and filing of tax reports including the
Trust's income tax returns, and monitoring the Trust's compliance
with subchapter M of the Internal Revenue Code, and other
applicable tax laws and regulations;
(i) monitoring the Trust's compliance with: 1940 Act
and other federal securities laws, and rules and regulations
thereunder; state and foreign laws and regulations applicable to
the operation of investment companies; the Trust's investment
objectives, policies and restrictions; and the Code of Ethics and
other policies adopted by the Trust's Board of Trustees or
("Board") or by the Adviser and applicable to the Trust;
(j) providing executive, clerical and secretarial
personnel needed to carry out the above responsibilities; and
(k) preparing regulatory reports, including without
limitation NSARs, proxy statements and U.S. and foreign ownership
reports.
Nothing in this Agreement shall obligate the Trust to pay any
compensation to the officers of the Trust. Nothing in this
Agreement shall obligate the Administrator to pay for the
services of third parties, including attorneys, auditors,
printers, pricing services or others, engaged directly by the
Trust to perform services on behalf of the Trust.
(2) The Trust agrees to pay to the Administrator as
compensation for such services a monthly fee equal on an annual
basis to 0.20% of the average daily net assets of the Trust.
From time to time, the Administrator may waive all or a portion
of its fees provided for hereunder and such waiver shall be
treated as a reduction in the purchase price of its services.
The Administrator shall be contractually bound hereunder by the
terms of any publicly announced waiver of its fee, or any
limitation of each affected Trust's expenses, as if such waiver
or limitation were fully set forth herein.
(3) This Agreement shall remain in full force and effect
through for one year after its execution and thereafter from year
to year to the extent continuance is approved annually by the
Board of the Trust.
(4) This Agreement may be terminated by the Trust at any
time on sixty (60) days' written notice without payment of
penalty, provided that such termination by the Trust shall be
directed or approved by the vote of a majority of the Board of
the Trust in office at the time or by the vote of a majority of
the outstanding voting securities of the Trust (as defined by the
1940 Act); and shall automatically and immediately terminate in
the event of its assignment (as defined by the 1940 Act).
(5) In the absence of willful misfeasance, bad faith or
gross negligence on the part of the Administrator, or of reckless
disregard of its duties and obligations hereunder, the
Administrator shall not be subject to liability for any act or
omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers.
FRANKLIN XXXXXXXXX LIMITED
DURATION INCOME TRUST
By: ------------------------
Xxxxxx X. Xxxxxxx
Vice President & Secretary
FRANKLIN XXXXXXXXX SERVICES, LLC
By: -------------------------
Xxxxxx X. Xxxxxxx
Senior Vice President &
Secretary
