0001379491-21-003455 Sample Contracts

FRANKLIN ETF TRUST on behalf of FRANKLIN LIBERTY SHORT DURATION U.S. GOVERNMENT ETF AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 28th, 2021 • Franklin ETF Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of December 29, 2017, is made between FRANKLIN ETF TRUST, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN LIBERTY SHORT DURATION U.S. GOVERNMENT ETF (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”), and amends and restates the prior Investment Management Agreement between the Trust, on behalf of the Fund, and the Manager, dated as of August 1, 2013.

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FRANKLIN ETF TRUST One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • July 28th, 2021 • Franklin ETF Trust • California

We, Franklin ETF Trust (the “Trust”), comprised of the series listed on Attachment A (each a “Fund”, and collectively, the “Funds”), are a Delaware statutory trust operating as an open-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.

AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • July 28th, 2021 • Franklin ETF Trust • New York

This Amendment (“Amendment”) to the FUND SERVICES AGREEMENT, dated January 22, 2020 among FRANKLIN TEMPLETON SERVICES, LLC (the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of July 15, 2020, between the Customer and J.P. Morgan.

TERMINAL LINK AGREEMENT EXHIBIT A (Effective as of January 29, 2021)
Terminal Link Agreement • July 28th, 2021 • Franklin ETF Trust

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 28th, 2021 • Franklin ETF Trust

This Amendment, dated as of May 14, 2020, is to each Investment Management Agreement, as amended and/or restated to date (each, an “Agreement”), by and between each Investment Manager identified on Schedule A, each a registered investment adviser (the “Investment Manager”), and each registered investment company (each, an “Investment Company”), on behalf of itself and, as applicable, its separate series (each, a “Series”) identified opposite the Investment Manager’s name on Schedule A.

SECOND JOINDER TO GLOBAL CUSTODY AGREEMENT
Joinder to Global Custody Agreement • July 28th, 2021 • Franklin ETF Trust • New York

This second Joinder (“Joinder”) to the GLOBAL CUSTODY AGREEMENT, dated March 1, 2020 among each of the Customers listed on Annex B thereto (each a “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of March 12, 2021, and shall be effective as of March 12, 2021, between the New Customer (as defined below) and J.P. Morgan.

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