<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>6
<FILENAME>ftlditmgtagr.txt
<TEXT>

                        INVESTMENT MANAGEMENT AGREEMENT

               FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST


      THIS  INVESTMENT  MANAGEMENT  AGREEMENT made between  FRANKLIN  TEMPLETON
LIMITED  DURATION INCOME TRUST, a Delaware  statutory trust (the "Trust"),  and
FRANKLIN ADVISERS, INC., a California corporation (the "Manager").

      WHEREAS,  the Trust has been  organized  and  intends  to  operate  as an
investment  company  registered  under the Investment  Company Act of 1940 (the
"1940  Act")  for the  purpose  of  investing  and  reinvesting  its  assets in
securities,  as set  forth in its  Agreement  and  Declaration  of  Trust,  its
By-Laws and its  Registration  Statement  under the 1940 Act and the Securities
Act of 1933,  all as heretofore  and hereafter  amended and  supplemented;  and
the  Trust  desires  to avail  itself  of the  services,  information,  advice,
assistance  and  facilities of an investment  adviser and to have an investment
adviser  perform  various   management,   statistical,   research,   investment
advisory and other services for the Trust; and,

      WHEREAS,  the Manager is registered  as an  investment  adviser under the
Investment  Advisers  Act of 1940,  is engaged  in the  business  of  rendering
investment   advisory,   counseling  and  supervisory  services  to  investment
companies  and other  investment  counseling  clients,  and  desires to provide
these services to the Trust.

      NOW THEREFORE,  in consideration of the terms and conditions  hereinafter
set forth, it is mutually agreed as follows:

      1.   EMPLOYMENT OF THE MANAGER.  The Trust hereby  employs the Manager to
manage  the  investment  and   reinvestment   of  the  Trust's  assets  and  to
administer  its affairs,  subject to the direction of the Board of Trustees and
the  officers  of the Trust,  for the period and on the terms  hereinafter  set
forth.  The Manager  hereby  accepts  such  employment  and agrees  during such
period to render the  services and to assume the  obligations  herein set forth
for the  compensation  herein  provided.  The  Manager  shall for all  purposes
herein  be  deemed  to  be an  independent  contractor  and  shall,  except  as
expressly  provided  or  authorized  (whether  herein  or  otherwise),  have no
authority to act for or  represent  the Trust in any way or otherwise be deemed
an agent of the Trust.

      2.   OBLIGATIONS  OF AND  SERVICES  TO BE PROVIDED  BY THE  MANAGER.  The
Manager  undertakes  to  provide  the  services  hereinafter  set  forth and to
assume the following obligations:

           A.    INVESTMENT ADVISORY SERVICES.

                 (a)   The Manager shall manage the Trust's  assets  subject to
and in  accordance  with the  investment  objectives  and policies of the Trust
and any  directions  which the Trust's Board of Trustees may issue from time to
time.   In   pursuance   of  the   foregoing,   the  Manager   shall  make  all
determinations  with respect to the  investment  of the Trust's  assets and the
purchase and sale of its  investment  securities,  and shall take such steps as
may be  necessary  to  implement  the same.  Such  determinations  and services
shall  include  determining  the manner in which any voting  rights,  rights to
consent to  corporate  action and any other  rights  pertaining  to the Trust's
investment  securities  shall be  exercised.  The Manager shall render or cause
to be rendered  regular reports to the Trust, at regular  meetings of its Board
of  Trustees  and at such other  times as may be  reasonably  requested  by the
Trust's  Board of  Trustees,  of (i) the  decisions  made with  respect  to the
investment  of the Trust's  assets and the purchase and sale of its  investment
securities,  (ii) the  reasons  for such  decisions,  and (iii)  the  extent to
which those decisions have been implemented.

                 (b)   The  Manager,  subject  to and in  accordance  with  any
directions  which the Trust's  Board of  Trustees  may issue from time to time,
shall  place,  in the  name  of the  Trust,  orders  for the  execution  of the
Trust's  securities  transactions.  When placing such orders, the Manager shall
seek to  obtain  the best net  price  and  execution  for the  Trust,  but this
requirement  shall not be deemed to  obligate  the  Manager  to place any order
solely  on the  basis of  obtaining  the  lowest  commission  rate if the other
standards  set  forth  in  this  section  have  been  satisfied.   The  parties
recognize  that there are likely to be many  cases in which  different  brokers
are  equally  able to  provide  such best  price  and  execution  and that,  in
selecting  among  such  brokers  with  respect  to  particular  trades,  it  is
desirable  to  choose  those   brokers  who  furnish   research,   statistical,
quotations  and other  information  to the Trust and the Manager in  accordance
with  the  standards  set  forth  below.   Moreover,  to  the  extent  that  it
continues  to be  lawful  to do so  and  so  long  as  the  Board  of  Trustees
determines  that the Trust will benefit,  directly or indirectly,  by doing so,
the Manager may place  orders with a broker who charges a  commission  for that
transaction  which is in  excess  of the  amount  of  commission  that  another
broker would have charged for  effecting  that  transaction,  provided that the
excess  commission is  reasonable  in relation to the value of  "brokerage  and
research  services" (as defined in Section 28(e)(3) of the Securities  Exchange
Act of 1934) provided by that broker.

                 Accordingly,  the Trust and the Manager agree that the Manager
shall select brokers for the execution of the Trust's transactions from among:

                 (i)   Those  brokers and dealers  who provide  quotations  and
                 other  services  to  the  Trust,  specifically  including  the
                 quotations  necessary to determine the Trust's net assets,  in
                 such amount of total  brokerage as may  reasonably be required
                 in light of such services; and

                 (ii)  Those   brokers  and   dealers   who  supply   research,
                 statistical  and other data to the  Manager or its  affiliates
                 which  the  Manager  or  its   affiliates   may  lawfully  and
                 appropriately  use in their  investment  advisory  capacities,
                 which relate directly to securities,  actual or potential,  of
                 the Trust,  or which place the Manager in a better position to
                 make  decisions  in  connection  with  the  management  of the
                 Trust's  assets and  securities,  whether or not such data may
                 also be useful to the Manager and its  affiliates  in managing
                 other portfolios or advising other clients,  in such amount of
                 total  brokerage as may reasonably be required.  Provided that
                 the Trust's  officers are satisfied that the best execution is
                 obtained,  the  sale  of  shares  of the  Trust  may  also  be
                 considered as a factor in the selection of  broker-dealers  to
                 execute the Trust's portfolio transactions.

                 (c)   When the Manager has  determined  that the Trust  should
tender    securities    pursuant    to   a   "tender    offer    solicitation,"
Franklin/Templeton  Distributors,  Inc. ("Distributors") shall be designated as
the  "tendering  dealer"  so long  as it is  legally  permitted  to act in such
capacity under the federal  securities laws and rules  thereunder and the rules
of any  securities  exchange  or  association  of which  Distributors  may be a
member.  Neither the Manager nor  Distributors  shall be  obligated to make any
additional  commitments  of capital,  expense or personnel  beyond that already
committed  (other than normal  periodic fees or payments  necessary to maintain
its  corporate  existence  and  membership  in  the  National   Association  of
Securities  Dealers,  Inc.) as of the date of this  Agreement.  This  Agreement
shall not  obligate  the  Manager or  Distributors  (i) to act  pursuant to the
foregoing  requirement  under any  circumstances in which they might reasonably
believe  that  liability  might be imposed  upon them as a result of so acting,
or (ii) to institute  legal or other  proceedings  to collect fees which may be
considered  to be due from  others to it as a result  of such a tender,  unless
the Trust shall enter into an agreement  with the Manager  and/or  Distributors
to reimburse them for all such expenses  connected  with  attempting to collect
such  fees,  including  legal  fees  and  expenses  and  that  portion  of  the
compensation  due  to  their  employees  which  is  attributable  to  the  time
involved in attempting to collect such fees.

                 (d)   The Manager shall render  regular  reports to the Trust,
not more frequently than  quarterly,  of how much total brokerage  business has
been placed by the Manager,  on behalf of the Trust,  with brokers falling into
each  of the  categories  referred  to  above  and  the  manner  in  which  the
allocation has been accomplished.

                 (e)   The Manager  agrees that no investment  decision will be
made  or  influenced  by a  desire  to  provide  brokerage  for  allocation  in
accordance  with the foregoing,  and that the right to make such  allocation of
brokerage  shall not interfere with the Manager's  paramount duty to obtain the
best net price and execution for the Trust.

                 (f)   Decisions  on proxy  voting shall be made by the Manager
unless  the  Board  of   Trustees   determines   otherwise.   Pursuant  to  its
authority,  Manager  shall  have the  power to vote,  either  in  person  or by
proxy,  all  securities  in which the Trust may be invested  from time to time,
and shall not be  required  to seek or take  instructions  from the Trust  with
respect  thereto.  Manager  shall  not be  expected  or  required  to take  any
action other than the  rendering of  investment-related  advice with respect to
lawsuits involving  securities  presently or formerly held in the Trust, or the
issuers  thereof,  including  actions  involving  bankruptcy.   Should  Manager
undertake  litigation  against  an issuer on  behalf  of the  Trust,  the Trust
agrees to pay its  portion of any  applicable  legal fees  associated  with the
action or to forfeit any claim to any assets  Manager may recover  and, in such
case,  agrees to hold  Manager  harmless  for  excluding  the  Trust  from such
action.  In the  case of  class  action  suits  involving  issuers  held in the
Trust,  Manager  may  include  information  about  the Trust  for  purposes  of
participating in any settlements.

     B.   PROVISION OF  INFORMATION  NECESSARY  FOR  PREPARATION  OF  SECURITIES
          REGISTRATION STATEMENTS,  AMENDMENTS AND OTHER MATERIALS. The Manager,
          its officers and employees will make available and provide  accounting
          and statistical  information  required by the Trust in the preparation
          of registration  statements,  reports and other documents  required by
          federal and state  securities  laws and with such  information  as the
          Trust  may  reasonably  request  for  use in the  preparation  of such
          documents  or  of  other  materials   necessary  or  helpful  for  the
          underwriting and distribution of the Trust's shares.

     C.   OTHER  OBLIGATIONS  AND SERVICES.  The Manager shall make its officers
          and  employees  available to the Board of Trustees and officers of the
          Trust for  consultation and discussions  regarding the  administration
          and management of the Trust and its investment activities.

     D.   DELEGATION  OF SERVICES.  The Manager may, at its expense,  select and
          contract with one or more  investment  advisers  registered  under the
          Investment  Advisers Act of 1940  ("Sub-Advisers")  to perform some or
          all of the  services for the Trust for which it is  responsible  under
          this  Agreement.  The Manager will  compensate any Sub-Adviser for its
          services to the Trust.  The Manager may  terminate the services of any
          Sub-Adviser at any time in its sole discretion, and shall at such time
          assume the  responsibilities  of such  Sub-Adviser  unless and until a
          successor  Sub-Adviser  is selected and the requisite  approval of the
          Trust's  shareholders  is obtained.  The Manager will continue to have
          responsibility for all advisory services furnished by any Sub-Adviser.

     3.   EXPENSES OF THE TRUST. It is understood that the Trust will pay all of
its own  expenses  other than those  expressly  assumed by the Manager herein,
which expenses payable by the Trust shall include:

           A.    Fees and expenses paid to the Manager as provided herein;

           B.    Expenses of all audits by independent public accountants;

          C.     Expenses of transfer agent, registrar,  custodian, dividend
disbursing agent and shareholder record-keeping services, including the expenses
of issue, repurchase or redemption of its shares;

           D.    Expenses of obtaining  quotations  for  calculating  the value
of the Trust's net assets;

           E.    Salaries and other  compensations  of  executive  officers of
the Trust who are not officers, directors, stockholders or employees of the
Manager or its affiliates;

           F.    Taxes levied against the Trust;

           G.    Brokerage fees and  commissions  in connection  with the
purchase and sale of securities for the Trust;

           H.    Costs, including the interest expense, of borrowing money;

           I.    Costs  incident  to  meetings  of the  Board of  Trustees  and
shareholders of the Trust, reports to the Trust's  shareholders,  the filing of
reports  with  regulatory  bodies and the  maintenance  of the  Trust's and the
Trust's legal existence;

           J.    Legal  fees,   including   the  legal  fees   related  to  the
registration and continued qualification of the Trust's shares for sale;

           K.    Trustees'   fees  and   expenses  to  trustees   who  are  not
directors,  officers,  employees or  stockholders  of the Manager or any of its
affiliates;

           L.    Costs  and  expense  of  registering   and   maintaining   the
registration  of the Trust and its  shares  under  federal  and any  applicable
state  laws;  including  the  printing  and  mailing  of  prospectuses  to  its
shareholders;

           M.    Trade association dues;

           N.    The Trust's  pro rata  portion of  fidelity  bond,  errors and
omissions, and trustees and officer liability insurance premiums; and

           O.    The Trust's  portion of the cost of any proxy  voting  service
used on its behalf.

4.    COMPENSATION  OF THE  MANAGER.  The Trust  shall pay an  advisory  fee in
cash to the  Manager  based upon a  percentage  of the value of the Trust's net
assets,  calculated  as set  forth  below,  as  compensation  for the  services
rendered and obligations  assumed by the Manager,  during the preceding  month,
on the first business day of the month in each year.

           A.   For  purposes  of  calculating  such fee,  the value of the net
assets of the Trust shall be  determined  in the same manner as that Trust uses
to compute  the value of its net assets in  connection  with the  determination
of the net  asset  value of its  shares,  all as set  forth  more  fully in the
Trust's  current  prospectus  and  statement  of  additional  information.  The
Trust's net assets will be deemed to be the value of the Trust's  total  assets
minus the  average  daily sum of the  Trust's  liabilities  (which  liabilities
exclude the  aggregate  liquidation  preference  of any  outstanding  preferred
stock  or  the   outstanding   amount  of  any  borrowing  or  short-term  debt
securities).  The rate of the  management  fee  payable  by the Trust  shall be
calculated daily at the annual rate of [0.70%].

           B.    The  advisory  fee  payable  by the Trust  shall be reduced or
eliminated  to  the  extent  that   Distributors  has  actually  received  cash
payments of tender  offer  solicitation  fees less  certain  costs and expenses
incurred in  connection  therewith  and to the extent  necessary to comply with
the  limitations  on  expenses  which may be borne by the Trust as set forth in
the laws,  regulations and  administrative  interpretations  of those states in
which  the  Trust's  shares  are  registered.  The  Manager  may waive all or a
portion of its fees  provided  for  hereunder  and such waiver shall be treated
as a  reduction  in  purchase  price  of its  services.  The  Manager  shall be
contractually  bound  hereunder by the terms of any publicly  announced  waiver
of its fee, or any  limitation  of the Trust's  expenses,  as if such waiver or
limitation were full set forth herein.

           C.    If  this  Agreement  is  terminated  prior  to the  end of any
month, the accrued advisory fee shall be paid to the date of termination.

      5.   ACTIVITIES  OF THE  MANAGER.  The  services  of the  Manager  to the
Trust  hereunder  are not to be deemed  exclusive,  and the  Manager and any of
its  affiliates  shall be free to render  similar  services to others.  Subject
to and in accordance  with the Agreement and  Declaration  of Trust and By-Laws
of the  Trust  and  Section  10(a)  of the  1940  Act,  it is  understood  that
trustees,  officers,  agents  and  shareholders  of  the  Trust  are  or may be
interested in the Manager or its affiliates as directors,  officers,  agents or
stockholders;  that directors,  officers, agents or stockholders of the Manager
or its  affiliates  are  or  may  be  interested  in  the  Trust  as  trustees,
officers,   agents,   shareholders  or  otherwise;  that  the  Manager  or  its
affiliates  may be interested in the Trust as  shareholders  or otherwise;  and
that the effect of any such  interests  shall be governed by said Agreement and
Declaration of Trust, By-Laws and the 1940 Act.

      6.   LIABILITIES OF THE MANAGER.

           A.    In the  absence  of  willful  misfeasance,  bad  faith,  gross
negligence,  or reckless  disregard of obligations  or duties  hereunder on the
part of the  Manager,  the  Manager  shall not be subject to  liability  to the
Trust  or to any  shareholder  of the  Trust  for  any act or  omission  in the
course of, or connected with,  rendering  services  hereunder or for any losses
that may be sustained in the  purchase,  holding or sale of any security by the
Trust.

           B.    Notwithstanding   the   foregoing,   the  Manager   agrees  to
reimburse  the  Trust  for  any  and  all  costs,  expenses,  and  counsel  and
trustees' fees reasonably  incurred by the Trust in the  preparation,  printing
and   distribution  of  proxy   statements,   amendments  to  its  Registration
Statement,  holdings of meetings of its  shareholders or trustees,  the conduct
of factual investigations,  any legal or administrative  proceedings (including
any  applications  for  exemptions  or  determinations  by the  Securities  and
Exchange  Commission)  which  the  Trust  incurs  as the  result  of  action or
inaction  of the  Manager or any of its  affiliates  or any of their  officers,
directors,   employees   or   stockholders   where  the   action  or   inaction
necessitating  such  expenditures (i) is directly or indirectly  related to any
transactions  or  proposed  transaction  in the stock or control of the Manager
or its affiliates  (or litigation  related to any pending or proposed or future
transaction  in such  shares or  control)  which  shall  have  been  undertaken
without  the prior,  express  approval of the Trust's  Board of  Trustees;  or,
(ii) is within the  control of the Manager or any of its  affiliates  or any of
their officers,  directors,  employees or  stockholders.  The Manager shall not
be  obligated  pursuant  to  the  provisions  of  this  Subparagraph  6.B.,  to
reimburse  the Trust for any  expenditures  related  to the  institution  of an
administrative  proceeding  or civil  litigation  by the Trust or a shareholder
seeking  to  recover  all  or  a  portion  of  the  proceeds   derived  by  any
stockholder  of the  Manager  or any of its  affiliates  from  the  sale of his
shares of the  Manager,  or similar  matters.  So long as this  Agreement is in
effect,  the  Manager  shall  pay to the  Trust  the  amount  due for  expenses
subject  to this  Subparagraph  6.B.  within  thirty  (30) days after a bill or
statement  has been  received by the Manager  therefor.  This  provision  shall
not be deemed  to be a waiver  of any  claim  the Trust may have or may  assert
against  the  Manager  or others  for costs,  expenses  or  damages  heretofore
incurred  by the  Trust  or for  costs,  expenses  or  damages  the  Trust  may
hereafter incur which are not reimbursable to it hereunder.

           C.    No provision of this  Agreement  shall be construed to protect
any trustee or officer of the Trust,  or  director  or officer of the  Manager,
from liability in violation of Sections 17(h) and (i) of the 1940 Act.

      7.   RENEWAL AND TERMINATION.

           A.    This  Agreement  shall  become  effective  on the date written
below  and  shall  continue  in effect  for two (2)  years  thereafter,  unless
sooner  terminated  as  hereinafter  provided  and  shall  continue  in  effect
thereafter   for  periods  not   exceeding   one  (1)  year  so  long  as  such
continuation  is approved at least  annually (i) by a vote of a majority of the
outstanding  voting  securities  of the  Trust  or by a vote  of the  Board  of
Trustees  of the Trust,  and (ii) by a vote of a majority  of the  Trustees  of
the Trust who are not parties to the  Agreement  (other than as Trustees of the
Trust),  cast in person at a meeting  called  for the  purpose of voting on the
Agreement.

           B.    This Agreement:

                 (i)   may at any time be  terminated  without  the  payment of
any  penalty  either by vote of the Board of  Trustees  of the Trust or by vote
of a majority of the outstanding  voting  securities of the Trust on sixty (60)
days' written notice to the Manager;

                 (ii)  shall  immediately  terminate  with respect to the Trust
in the event of its assignment; and

                 (iii) may be  terminated  by the  Manager  on sixty (60) days'
written notice to the Trust.

           C.    As used in this Paragraph the terms "assignment,"  "interested
person" and "vote of a majority of the  outstanding  voting  securities"  shall
have the meanings set forth for any such terms in the 1940 Act.

           D.    Any  notice  under  this  Agreement  shall be given in writing
addressed  and  delivered,  or  mailed  post-paid,  to the  other  party at any
office of such party.

      8.   SEVERABILITY.  If any provision of this  Agreement  shall be held or
made invalid by a court  decision,  statute,  rule or otherwise,  the remainder
of this Agreement shall not be affected thereby.

      9.   GOVERNING  LAW.  This  Agreement  shall be governed by and construed
in accordance with the laws of the State of California.


IN WITNESS  WHEREOF,  the  parties  hereto have  caused  this  Agreement  to be
executed and effective on the ------ day of -------, 2003.


FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST


By:   ----------------------
      Murray L. Simpson
      Vice President & Secretary



FRANKLIN ADVISERS, INC.


By:   -----------------------
      Martin L. Flanagan
      President

</TEXT>
</DOCUMENT>
