0001741773-22-002448 Sample Contracts

Franklin Templeton ETF Trust One Franklin Parkway
Franklin Templeton ETF Trust • July 26th, 2022 • New York

We, Franklin Templeton ETF Trust (the “Trust”), are a Delaware statutory trust operating as an open-end management investment company, 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 of our authorized but unissued shares of beneficial interest (the “Shares”), generally only in aggregations constituting a Creation Unit, as such term is defined in the registration statement filed from time to time by the Trust with the U.S. Securities and Exchange Commission (the “Commission”) and effective under the 1933 Act and the 1940 Act (the “Registration Statement”), only to Authorized Participants (as that term is defined in the Registration Statement) in accordance with applicable Federal and State securities laws. The Trust’s Shares may be made available in one or more separate series. Shares are anticipated to be listed

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AMENDMENT TO AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 26th, 2022 • Franklin Templeton ETF Trust • Delaware

This Amendment, effective as of August 1, 2022, is to the Amended and Restated Investment Management Agreement (the “Agreement”) made as of December 1, 2017 by and between FRANKLIN TEMPLETON ETF TRUST, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN U.S. CORE DIVIDEND TILT INDEX ETF (FORMERLY, FRANKLIN LIBERTYQ GLOBAL DIVIDEND ETF) (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC. (“FAV”), a California corporation, as assigned by FAV to FRANKLIN ADVISORY SERVICES, LLC, a Delaware limited liability company (the “Manager”), pursuant to the Assignment and Assumption Agreement dated as of February 1, 2019.

AMENDMENT TO AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 26th, 2022 • Franklin Templeton ETF Trust • Delaware

This Amendment, effective as of August 1, 2022, is to the Amended and Restated Investment Management Agreement (the “Agreement”) made as of December 1, 2017 by and between FRANKLIN TEMPLETON ETF TRUST, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN EMERGING MARKET CORE DIVIDEND TILT INDEX ETF (FORMERLY, FRANKLIN LIBERTYQ EMERGING MARKETS ETF) (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC. (“FAV”), a California corporation, as assigned by FAV to FRANKLIN ADVISORY SERVICES, LLC, a Delaware limited liability company (the “Manager”), pursuant to the Assignment and Assumption Agreement dated as of February 1, 2019, as amended August 1, 2019.

AMENDMENT TO AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 26th, 2022 • Franklin Templeton ETF Trust • Delaware

This Amendment, effective as of August 1, 2022, is to the Amended and Restated Investment Management Agreement (the “Agreement”) made as of December 1, 2017 by and between FRANKLIN TEMPLETON ETF TRUST, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN INTERNATIONAL CORE DIVIDEND TILT INDEX ETF (FORMERLY, FRANKLIN LIBERTYQ INTERNATIONAL EQUITY HEDGED ETF) (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC. (“FAV”), a California corporation, as assigned by FAV to FRANKLIN ADVISORY SERVICES, LLC, a Delaware limited liability company (the “Manager”), pursuant to the Assignment and Assumption Agreement dated as of February 1, 2019.

AMENDMENT TO AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 26th, 2022 • Franklin Templeton ETF Trust • Delaware

This Amendment, effective as of August 1, 2022, is to the Amended and Restated Investment Management Agreement (the “Agreement”) made as of December 1, 2017 by and between FRANKLIN TEMPLETON ETF TRUST, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN U.S. EQUITY INDEX ETF (FORMERLY, FRANKLIN LIBERTYQ GLOBAL EQUITY ETF) (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC. (“FAV”), a California corporation, as assigned by FAV to FRANKLIN ADVISORY SERVICES, LLC, a Delaware limited liability company (the “Manager”), pursuant to the Assignment and Assumption Agreement dated as of February 1, 2019.

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