UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSRS CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-21357 --------- FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST ------------------------------------------------ (Exact name of registrant as specified in charter) ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906 (Address of principal executive offices) (Zip code) CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906 ------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 650 312-2000 ------------ Date of fiscal year end: 3/31 ---- Date of reporting period: 9/30/05 ------- ITEM 1. REPORTS TO STOCKHOLDERS. [GRAPHIC OMITTED] -------------------------------------------------------------------------------- SEPTEMBER 30, 2005 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SEMIANNUAL REPORT | INCOME -------------------------------------------------------------------------------- FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST -------------------------------------------------------------------------------- [LOGO](R) FRANKLIN TEMPLETON INVESTMENTS FRANKLIN o Templeton o Mutual Series FRANKLIN TEMPLETON INVESTMENTS GAIN FROM OUR PERSPECTIVE(R) Franklin Templeton's distinct multi-manager structure combines the specialized expertise of three world-class investment management groups--Franklin, Templeton and Mutual Series. SPECIALIZED EXPERTISE Each of our portfolio management groups operates autonomously, relying on its own research and staying true to the unique investment disciplines that underlie its success. FRANKLIN. Founded in 1947, Franklin is a recognized leader in fixed income investing and also brings expertise in growth- and value-style U.S. equity investing. TEMPLETON. Founded in 1940, Templeton pioneered international investing and, in 1954, launched what has become the industry's oldest global fund. Today, with offices in over 25 countries, Templeton offers investors a truly global perspective. MUTUAL SERIES. Founded in 1949, Mutual Series is dedicated to a unique style of value investing, searching aggressively for opportunity among what it believes are undervalued stocks, as well as arbitrage situations and distressed securities. TRUE DIVERSIFICATION Because our management groups work independently and adhere to different investment approaches, Franklin, Templeton and Mutual Series funds typically have distinct portfolios. That's why our funds can be used to build truly diversified allocation plans covering every major asset class. RELIABILITY YOU CAN TRUST At Franklin Templeton Investments, we seek to consistently provide investors with exceptional risk-adjusted returns over the long term, as well as the reliable, accurate and personal service that has helped us become one of the most trusted names in financial services. ------------------------------------------------------------------------------- MUTUAL FUNDS | RETIREMENT PLANS | 529 COLLEGE SAVINGS PLANS | SEPARATE ACCOUNTS ------------------------------------------------------------------------------- [GRAPHIC OMITTED] Not part of the semiannual report CONTENTS SEMIANNUAL REPORT Franklin Templeton Limited Duration Income Trust .......................... 1 Performance Summary ....................................................... 6 Annual Shareholders' Meeting .............................................. 7 Dividend Reinvestment Plan ................................................ 8 Financial Highlights and Statement of Investments ......................... 11 Financial Statements ...................................................... 21 Notes to Financial Statements ............................................. 24 Shareholder Information ................................................... 31 -------------------------------------------------------------------------------- SEMIANNUAL REPORT FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST YOUR FUND'S GOALS AND MAIN INVESTMENTS: Franklin Templeton Limited Duration Income Trust seeks to provide high, current income, with a secondary objective of capital appreciation to the extent possible, through a portfolio consisting primarily of high yield corporate bonds, floating rate bank loans and mortgage- and other asset-backed securities. Dear Shareholder: This semiannual report for Franklin Templeton Limited Duration Income Trust covers the period ended September 30, 2005. PERFORMANCE OVERVIEW For the six months under review, Franklin Templeton Limited Duration Income Trust posted cumulative total returns of +2.84% based on net asset value and -1.12% based on market price. Share price, as measured by net asset value, decreased from $14.41 per share on March 31, 2005, to $14.25 at period-end, and the market price fell from $13.89 to $13.20 over the same period. You can find the Fund's performance data in the Performance Summary on page 6. ECONOMIC AND MARKET OVERVIEW Overall domestic economic growth remained healthy during the reporting period. More than two-thirds of U.S. gross domestic product (GDP) is generated by consumer spending and almost one-fifth by business spending. Since consumer THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 12. Semiannual Report | 1 PORTFOLIO BREAKDOWN Based on Total Investments as of 9/30/05* [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.] High Yield Corporate Bonds 35.8% Floating Rate Loans 30.8% Mortgage-Backed Securities 21.7% Other Asset-Backed Securities 6.9% Foreign Government & Agency Securities 3.1% Investment Grade Corporate Bonds 0.8% Short-Term Investments & Other Net Assets 0.9% * Total investments include long-term and short-term investments and other net assets excluding preferred stock issued by the Fund. spending relies on consumers' ability to remain gainfully employed, many analysts study the employment picture for indications of consumer spending. For most of the reporting period, nonfarm payroll data, as well as other indexes, showed growing employment. This along with other factors helped consumer spending increase 6.7% (not adjusted for inflation) in September 2005 compared with the same month a year earlier, which supported U.S. economic growth.(1) Business spending also rose during the reporting period, contributing to economic growth. Nonresidential investment spending rose 8.8% in the second quarter of 2005 and 6.2% in the third quarter.(1) Historically low interest rates continued to allow many companies easy access to capital, and ample cash also helped some companies to support their spending plans. Productivity continued to grow, which helped businesses generate more goods and services without substantially raising inflation. Oil prices increased substantially during the period amid concerns about potential long-term supply limitations in the face of expected strong global demand growth, especially from China and India. Despite rising commodity prices, inflation remained relatively contained for the 12 months ended September 30, 2005, as measured by the 2.0% rise for the core Consumer Price Index (CPI).(2) This increase was below the core CPI's 10-year average of 2.2%.(2) However, acknowledging the economy's strength as well as potential inflationary pressure from high energy prices, the Federal Reserve Board (Fed) raised the federal funds target rate to 3.75% from 2.75% during the six-month period and indicated possible "measured" increases would follow. The Fed also noted in its most recent statement that there would be some temporary economic effects due to hurricane impacts, but there was some debate about the long-term effects. During the period, the yield curve flattened, as short- and intermediate-term Treasury yields rose and longer-term yields fell. INVESTMENT STRATEGY We invest in a diversified mix of fixed income securities, primarily high yield corporate bonds, senior secured floating rate bank loans, and mortgage- and other asset-backed securities. Our top-down analysis of macroeconomic trends combined with a bottom-up fundamental analysis of market sectors, industries and issuers drives our investment process. We seek to maintain a limited duration, or interest rate sensitivity, to moderate the impact that fluctuating interest rates might have on the Fund's fixed income portfolio. Within the corporate bond (1) Source: Bureau of Economic Analysis. (2) Source: Bureau of Labor Statistics. Core CPI excludes food and energy costs. 2 | Semiannual Report and bank loan sectors, we seek securities trading at reasonable valuations from issuers with characteristics such as strong market positions, stable cash flows, reasonable capital structures, supportive asset values, strong sponsorship and improving credit fundamentals. In the mortgage- and other asset-backed securities sector, we look to capture an attractive income stream and total return through our analysis of security prepayment assumptions, pricing inefficiencies and underlying collateral characteristics. MANAGER'S DISCUSSION During this reporting period, the three core investment categories in which the Fund invests generated similar returns, although high yield corporate bonds and bank loans delivered the strongest performance. Both of these asset classes benefited from improving credit fundamentals, which were in turn driven by the favorable economic environment. In addition, bank loans experienced increases in their income streams since their payouts are tied to rising short-term interest rates. Returns on fixed-rate mortgages and other asset-backed securities slightly trailed those of the other sectors, as they entered the period offering a lower yield than high yield corporate bonds and their income distributions did not increase along with short-term interest rates. In terms of sector allocation, high yield corporate bonds represented our largest weighting at period-end, as we believed fundamental credit trends such as positive corporate earnings growth, low default rates and balance sheet liquidity could provide support for such issuers. However, the high yield market did experience some volatility during the first half of the reporting period with the expected rating downgrades of General Motors' and Ford's corporate bonds as well as broad equity market weakness weighing on the sector. As a result, yield spreads over Treasuries, as measured by the CSFB High Yield Index, widened from 3.7 percentage points at the beginning of the period to 4.6 in mid-May, before rebounding to end the period at 3.8 percentage points above Treasuries. Although we remained positive about the fundamental credit trends for high yield corporate bonds, we reduced our sector exposure during the latter half of the period as the sector recovered mid-period and valuations again became richer. DIVIDEND DISTRIBUTIONS* 4/1/05-9/30/05 -------------------------------------------------------------------------------- MONTH DIVIDEND PER COMMON SHARE -------------------------------------------------------------------------------- April 9.10 cents -------------------------------------------------------------------------------- May 9.10 cents -------------------------------------------------------------------------------- June 9.10 cents -------------------------------------------------------------------------------- July 9.10 cents -------------------------------------------------------------------------------- August 9.10 cents -------------------------------------------------------------------------------- September 9.10 cents -------------------------------------------------------------------------------- TOTAL 54.60 CENTS -------------------------------------------------------------------------------- * All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Semiannual Report | 3 During the period under review, the bank loan market remained strong, benefiting from the combination of favorable credit fundamentals and rising interest rates, and strong demand stemmed from an influx of new institutional investors and structured investment vehicles participating in this market. Earnings concerns at General Motors and Ford along with subsequent downgrades by rating agencies, as noted earlier, created volatility in the high yield corporate debt markets that eventually spilled over into the loan market and caused prices to drop slightly in April and May. From June to the end of the period, however, secondary loan prices rebounded and new-issue spreads tightened, as investors seemed to take comfort in corporate credit fundamentals as well as the low default rate environment. In this rising short-term interest rate environment, we found the floating-rate feature attractive and increased our exposure to bank loans during the period. In the mortgage- and other asset-backed securities sector, the to-be-announced (TBA) mortgage-backed securities (MBS) market became less attractive to us, and we increased our focus and research on specified MBS pools.(3) By applying our research expertise within the specified pool marketplace, we sought to improve this sector's total return potential. Overall, the Fund's allocation to the mortgage-and asset-backed securities sector remained relatively flat over the period. (3) A specified pool consists of previously identified mortgage pools. A TBA security consists of generic mortgage pools to be determined at the settlement date. 4 | Semiannual Report Thank you for your continued participation in Franklin Templeton Limited Duration Income Trust. We look forward to serving your future investment needs. Sincerely, [PHOTO OMITTED] /s/ Christopher J. Molumphy ----------------------- Christopher J. Molumphy, CFA [PHOTO OMITTED] /s/ Richard S. Hsu --------------- Richard S. Hsu, CFA [PHOTO OMITTED] /s/ Eric G. Takaha -------------- Eric G. Takaha, CFA [PHOTO OMITTED] /s/ Roger A. Bayston ---------------- Roger A. Bayston, CFA Portfolio Management Team Franklin Templeton Limited Duration Income Trust THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF SEPTEMBER 30, 2005, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE ADVISER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Semiannual Report | 5 PERFORMANCE SUMMARY AS OF 9/30/05 Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses. Capital gain distributions are net profits realized from the sale of portfolio securities. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. All total returns include reinvested distributions according to the terms specified in the Fund's dividend reinvestment plan and do not reflect any sales charges paid at inception or brokerage commissions paid on secondary market purchases. The performance table does not reflect any taxes due on Fund dividends, capital gain distributions, if any, or realized gains on the sale of Fund shares. PRICE AND DISTRIBUTION INFORMATION -------------------------------------------------------------------------------------------- SYMBOL: FTF CHANGE 9/30/05 3/31/05 -------------------------------------------------------------------------------------------- Net Asset Value (NAV) -$0.16 $14.25 $14.41 -------------------------------------------------------------------------------------------- Market Price (NYSE) -$0.69 $13.20 $13.89 -------------------------------------------------------------------------------------------- DISTRIBUTIONS (4/1/05-9/30/05) -------------------------------------------------------------------------------------------- Dividend Income $0.5460 -------------------------------------------------------------------------------------------- PERFORMANCE(1) -------------------------------------------------------------------------------------------- COMMENCEMENT OF 6-MONTH 1-YEAR OPERATIONS (8/27/03) -------------------------------------------------------------------------------------------- Cumulative Total Return(2) -------------------------------------------------------------------------------------------- Based on change in NAV +2.84% +5.68% +16.83% -------------------------------------------------------------------------------------------- Based on change in market price -1.12% -1.66% +3.44% -------------------------------------------------------------------------------------------- Average Annual Total Return(2) -------------------------------------------------------------------------------------------- Based on change in NAV +2.84% +5.68% +7.71% -------------------------------------------------------------------------------------------- Based on change in market price -1.12% -1.66% +1.63% -------------------------------------------------------------------------------------------- Distribution Rate(3) 8.27% -------------------------------------------------------------------------------------------- PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MORE CURRENT PERFORMANCE, CALL FRANKLIN TEMPLETON INVESTMENTS AT 1-800/342-5236. ENDNOTES INTEREST RATE MOVEMENTS AND MORTGAGE PREPAYMENTS WILL AFFECT THE FUND'S SHARE PRICE AND YIELD. THE RISKS ASSOCIATED WITH HIGHER-YIELDING, LOWER-RATED SECURITIES INCLUDE HIGHER RISK OF DEFAULT AND LOSS OF PRINCIPAL. (1) Figures are for common shares. (2) Total return calculations represent the cumulative and average annual changes in value of an investment over the periods indicated. Six-month return has not been annualized. (3) Distribution rate is based on an annualization of the Fund's 9.1 cent per share September dividend and the AMEX closing price of $13.20 on 9/30/05. 6 | Semiannual Report ANNUAL SHAREHOLDERS' MEETING SEPTEMBER 22, 2005 At an annual Meeting of Shareholders of Franklin Templeton Limited Duration Income Trust (the "Fund") held on September 22, 2005, shareholders approved the following: Regarding the proposal to elect nominees for Trustees: ---------------------------------------------------------------------------------------------------- COMMON % OF % OF SHARES OUTSTANDING % OF WITHHELD OR OUTSTANDING % OF TRUSTEES FOR SHARES VOTED ABSTAIN SHARES VOTED ---------------------------------------------------------------------------------------------------- Robert F. Carlson 21,363,378.074 79.894% 98.886% 240,590.000 0.900% 1.114% ---------------------------------------------------------------------------------------------------- S. Joseph Fortunato 21,346,827.074 79.833% 98.810% 257,141.000 0.962% 1.190% ---------------------------------------------------------------------------------------------------- Edith E. Holiday 21,362,348.074 79.891% 98.882% 241,620.000 0.904% 1.118% ---------------------------------------------------------------------------------------------------- Frank A. Olson 21,354,239.074 79.860% 98.844% 249,729.000 0.934% 1.156% ---------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------- PREFERRED % OF % OF SHARES OUTSTANDING % OF WITHHELD OR OUTSTANDING % OF TRUSTEES FOR SHARES VOTED ABSTAIN SHARES VOTED ---------------------------------------------------------------------------------------------------- Robert F. Carlson 5,618.000 73.931% 99.98% 1.000 0.013% 0.02% ---------------------------------------------------------------------------------------------------- S. Joseph Fortunato 5,618.000 73.931% 99.98% 1.000 0.013% 0.02% ---------------------------------------------------------------------------------------------------- Edith E. Holiday 5,618.000 73.931% 99.98% 1.000 0.013% 0.02% ---------------------------------------------------------------------------------------------------- Frank A. Olson 5,618.000 73.931% 99.98% 1.000 0.013% 0.02% ---------------------------------------------------------------------------------------------------- Rupert H. Johnson, Jr. 5,618.000 73.931% 99.98% 1.000 0.013% 0.02% ---------------------------------------------------------------------------------------------------- Semiannual Report | 7 DIVIDEND REINVESTMENT PLAN The Fund's Dividend Reinvestment Plan (the "Plan") offers you a prompt and simple way to reinvest dividends and capital gain distributions ("Distributions") in shares of the Fund. PFPC, Inc. (the "Agent"), P.O. Box 43027, Providence, RI 02940-3027, will act as your Agent in administering the Plan. The Agent will open an account for you under the Plan in the same name as your outstanding shares are registered. The complete Terms and Conditions of the Dividend Reinvestment Plan are contained in the Fund's Dividend Reinvestment Plan Brochure. A copy of that Brochure may be obtained from the Fund at the address on the back cover of this report. You are automatically enrolled in the Plan unless you elect to receive Distributions in cash. If you own shares in your own name, you should notify the Agent, in writing, if you wish to receive Distributions in cash. If the Fund declares a Distribution, you, as a participant in the Plan, will automatically receive an equivalent amount of shares of the Fund purchased on your behalf by the Agent. If on the payment date for a Distribution, the net asset value per share is equal to or less than the market price per share plus estimated brokerage commissions, the Agent shall receive newly issued shares, including fractions, from the Fund for your account. The number of additional shares to be credited shall be determined by dividing the dollar amount of the Distribution by the greater of the net asset value per share on the payment date, or 95% of the then current market price per share. If the net asset value per share exceeds the market price plus estimated brokerage commissions on the payment date for a Distribution, the Agent (or a broker-dealer selected by the Agent) shall try, for a purchase period of 30 days, to apply the amount of such Distribution on your shares (less your pro rate share of brokerage commissions incurred) to purchase shares on the open market. The weighted average price (including brokerage commissions) of all shares it purchases shall be your allocated price per share. If, before the Agent has completed it purchases, the market price plus estimated brokerage commissions exceeds the net asset value of the shares as of the payment date, the purchase price the Agent paid may exceed the net asset value of the shares, resulting in the acquisition of fewer shares than if such Distribution had been paid in shares issued by the Fund. Participants should note that they will not be able to instruct the Agent to purchase shares at a specific time or at a specific price. The Agent may make open-market purchases on any securities exchange where shares are traded, in the over-the-counter market or in negotiated transactions, may be on such terms as to price, delivery and otherwise as the Agent shall determine. 8 | Semiannual Report The market price of shares on a particular date shall be the last sales price on the American stock exchange, or, if there is no sale on the exchange on that date, then the mean between the closing bid and asked quotations on the exchange on such date. The net asset value per share on a particular date shall be the amount most recently calculated by or on behalf of the Fund as required by law. The Agent shall at all times act in good faith and agree to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this agreement and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by the Agent's negligence, bad faith, or willful misconduct or that of its employees. Your uninvested funds held by the Agent will not bear interest. The Agent shall have no responsibility for the value of shares acquired. For the purpose of cash investments, the Agent may commingle your funds with those of other participants in the same Fund. There is no direct charge to participants for reinvesting Distributions, since the Agent's fees are paid by the Fund. However, when shares are purchased in the open market, each participant will pay a pro rata portion of any brokerage commissions incurred. If you elect by notice to the Agent to have it sell part or all of your shares and remit the proceeds, the Agent will deduct brokerage commissions from the proceeds. The automatic reinvestment of Distributions does not relieve your of any taxes that may be payable on Distributions. In connection with the reinvestment of Distributions, shareholders generally will be treated as having received a Distribution equal to the cash Distribution that would have been paid. The Agent will forward to you any proxy solicitation material and will vote any shares so held for you first in accordance with the instructions set forth on proxies you return to the Fund, and then with respect to any proxies you do not return to the Fund in the same portion as the Agent votes proxies the participants return to the Fund. As long as you participate in the Plan, the Agent will hold the shares it has acquired for you in safekeeping, in its name or in the name of its nominee. This convenience provides added protection against loss, theft or inadvertent destruction of certificates. However, you may request that a certificate representing your Plan shares be issued to you. Upon your written request, the Agent will deliver to you, without charge, a certificate or certificates for the full shares. The Agent will send you a confirmation of each acquisition made for your account as soon as practicable, but not later than 60 days after the acquisition date. Although from time to time you may have an undivided fractional interest in a share of Semiannual Report | 9 the Fund, no certificates for a fractional share will be issued. Distributions on fractional shares will be credited to your account. If you terminate your account under the Plan, the Agent will adjust for any such undivided fractional interest in cash at the market value of shares at the time of termination. You may withdraw from the Plan at any time, without penalty, by notifying the Agent in writing at the address above or by telephone at 1-800/331-1710. Such termination will be effective with respect to a Distribution if the Agent receives your notice prior to the Distribution record date. The Agent or the Fund may terminate the Plan upon notice to you in writing mailed at least 30 days prior to any record date for the payment of any Distribution. Upon any termination, the Agent will issue, without charge, stock certificates for all full shares you own and will convert any fractional shares you hold at the time of termination to cash at current market price and send you a check for the proceeds. The Fund or the Agent may amend the Plan. You will receive written notice at least 30 days before the effective date of any amendment. 10 | Semiannual Report FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST FINANCIAL HIGHLIGHTS ----------------------------------------------- SIX MONTHS ENDED SEPTEMBER 30, 2005 YEAR ENDED MARCH 31, (UNAUDITED) 2005 2004(c) ----------------------------------------------- PER COMMON SHARE OPERATING PERFORMANCE (for a common share outstanding throughout the period) Net asset value, beginning of period ................................... $ 14.41 $ 14.75 $ 14.33 ----------------------------------------------- Income from investment operations: Net investment income(a) ............................................. 0.58 1.10 0.53 Net realized and unrealized gains (losses) ........................... (0.08) (0.12) 0.63 Dividends to preferred shareholders from net investment income(a) .... (0.11) (0.13) (0.03) ----------------------------------------------- Total from investment operations ....................................... 0.39 0.85 1.13 ----------------------------------------------- Less distributions to common shareholders from net investment income ... (0.55) (1.19) (0.59) ----------------------------------------------- Offering costs charged to capital: Common shares ........................................................ -- -- (0.03) Preferred shares ..................................................... -- -- (0.09) ----------------------------------------------- Total offering costs ................................................... -- -- (0.12) ----------------------------------------------- Net asset value, end of period ......................................... $ 14.25 $ 14.41 $ 14.75 =============================================== Market value, end of period(b) ......................................... $ 13.20 $ 13.89 $ 14.87 =============================================== Total return [based on market value per share] ......................... (1.12)%(d) 1.38% 3.16%(d) RATIOS/SUPPLEMENTAL DATA Net assets applicable to common shares, end of period (000's) .......... $ 380,905 $ 385,344 $ 393,125 Ratios to average net assets applicable to common shares: Expenses ............................................................. 1.21%(e) 1.21% 1.11%(e) Net investment income ................................................ 8.00%(e) 7.50% 6.12%(e) Portfolio turnover rate ................................................ 25.12% 55.02% 45.08% Asset coverage per preferred share ..................................... $ 75,119 $ 75,703 $ 76,727 Liquidation preference per preferred share ............................. $ 25,000 $ 25,000 $ 25,000 (a) Based on average daily common shares outstanding. (b) Based on the last sale on the American Stock Exchange. (c) For the period August 27, 2003 (commencement of operations) to March 31, 2004. (d) Total return is not annualized for periods less than one year. (e) Annualized. Semiannual Report | See notes to financial statements. | 11 FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST STATEMENT OF INVESTMENTS, SEPTEMBER 30, 2005 (UNAUDITED) --------------------------------------------------------------------------------------------------------------------------------- COUNTRY PRINCIPAL AMOUNT(c) VALUE --------------------------------------------------------------------------------------------------------------------------------- BONDS 54.8% COMMERCIAL SERVICES 0.9% JohnsonDiversey Holdings Inc., senior disc. note, zero cpn. to 5/17/07, 10.67% thereafter, 5/15/13 ............................... United States $ 4,300,000 $ 3,203,500 ------------ COMMUNICATIONS 7.0% Dobson Cellular Systems Inc., senior secured note, 9.875%, 11/01/12 .......................................................... United States 4,000,000 4,400,000 Inmarsat Finance PLC, senior note, 7.625%, 6/30/12 .................. United Kingdom 1,924,000 1,991,340 (a,b) Intelsat Bermuda Ltd., senior note, 144A, FRN, 8.695%, 1/15/12 ........................................................... Bermuda 4,000,000 4,090,000 MCI Inc., senior note, 7.688%, 5/01/09 .............................. United States 2,000,000 2,080,000 Millicom International Cellular SA, senior note, 10.00%, 12/01/13 .......................................................... Luxembourg 4,000,000 4,150,000 (b) Qwest Communications International Inc., senior note, 144A, 7.50%, 2/15/14 ........................................................... United States 4,000,000 3,820,000 (a) Rogers Wireless Communications Inc., senior secured note, FRN, 6.995%, 12/15/10 .................................................. Canada 3,000,000 3,142,500 Time Warner Telecom Holdings Inc., senior note, 9.25%, 2/15/14 ...... United States 3,000,000 3,052,500 ------------ 26,726,340 ------------ CONSUMER DURABLES 2.6% D. R. Horton Inc., senior note, 8.00%, 2/01/09 ...................... United States 4,000,000 4,309,500 General Motors Acceptance Corp., 6.875%, 8/28/12 ................................................. United States 2,000,000 1,792,284 7.25%, 3/02/11 .................................................. United States 2,000,000 1,861,788 Simmons Co., senior sub. note, 7.875%, 1/15/14 ...................... United States 2,000,000 1,850,000 ------------ 9,813,572 ------------ CONSUMER NON-DURABLES 1.9% Rayovac Corp., senior sub. note, 8.50%, 10/01/13 .................... United States 3,000,000 2,910,000 Smithfield Foods Inc., senior note, 8.00%, 10/15/09 ................. United States 4,000,000 4,250,000 ------------ 7,160,000 ------------ CONSUMER SERVICES 14.9% Advanstar Communications Inc., senior secured note, 10.75%, 8/15/10 ........................................................... United States 2,000,000 2,245,000 (a) AMC Entertainment Inc., senior note, FRN, 8.040%, 8/15/10 ........... United States 4,000,000 4,040,000 Boyd Gaming Corp., senior sub. note, 8.75%, 4/15/12 ................. United States 4,000,000 4,330,000 Caesars Entertainment Inc., senior sub. note, 9.375%, 2/15/07 ....... United States 2,000,000 2,115,000 Charter Communications Holdings II LLC, senior note, 10.25%, 9/15/10 ........................................................... United States 4,000,000 4,120,000 Clear Channel Communications Inc., senior note, 7.65%, 9/15/10 ...... United States 4,000,000 4,346,304 CSC Holdings Inc., senior note, 8.125%, 7/15/09 ..................... United States 4,000,000 4,050,000 Dex Media West LLC, senior sub. note, 9.875%, 8/15/13 ............... United States 4,000,000 4,435,000 DIRECTV Holdings LLC, senior note, 8.375%, 3/15/13 .................. United States 2,577,000 2,825,036 (a) Emmis Communications Corp., senior note, FRN, 9.745%, 6/15/12 ........................................................... United States 3,400,000 3,442,500 Liberty Media Corp., senior note, 7.875%, 7/15/09 ................... United States 4,000,000 4,229,116 12 | Semiannual Report FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST STATEMENT OF INVESTMENTS, SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED) --------------------------------------------------------------------------------------------------------------------------------- COUNTRY PRINCIPAL AMOUNT(c) VALUE --------------------------------------------------------------------------------------------------------------------------------- BONDS (CONT.) CONSUMER SERVICES (CONT.) LIN Television Corp., senior sub. note, 6.50%, 5/15/13 .............. United States $ 4,000,000 $ 3,810,000 Pinnacle Entertainment Inc., senior sub. note, 8.75%, 10/01/13 ...... United States 4,000,000 4,140,000 Quebecor Media Inc., senior disc. note, zero cpn. to 7/15/06, 13.75% thereafter, 7/15/11 ........................................ Canada 4,000,000 4,085,000 Royal Caribbean Cruises Ltd., senior note, 8.00%, 5/15/10 ........... United States 4,000,000 4,350,000 ------------ 56,562,956 ------------ ELECTRONIC TECHNOLOGY 2.2% Flextronics International Ltd., senior sub. note, 6.25%, 11/15/14 ................................................. Singapore 2,300,000 2,300,000 6.50%, 5/15/13 .................................................. Singapore 700,000 717,500 Sanmina-SCI Corp., senior sub. note, 6.75%, 3/01/13 ................. United States 2,000,000 1,910,000 Xerox Corp., senior note, 9.75%, 1/15/09 ............................ United States 3,000,000 3,375,000 ------------ 8,302,500 ------------ ENERGY MINERALS 1.1% Chesapeake Energy Corp., senior note, 7.50%, 6/15/14 ................ United States 4,000,000 4,290,000 ------------ HEALTH SERVICES 4.0% Davita Inc., senior note, 6.625%, 3/15/13 .................................... United States 1,900,000 1,933,250 senior sub. note, 7.25%, 3/15/15 ................................ United States 1,000,000 1,018,750 Fresenius Medical Care Capital Trust II, 7.875%, 2/01/08 ............ Germany 4,000,000 4,162,000 Tenet Healthcare Corp., senior note, 6.375%, 12/01/11 ............... United States 4,000,000 3,750,000 Vanguard Health Holding Co. II LLC, senior sub. note, 9.00%, 10/01/14 .......................................................... United States 4,000,000 4,280,000 ------------ 15,144,000 ------------ INDUSTRIAL SERVICES 1.6% Allied Waste North America Inc., senior note, B, 8.50%, 12/01/08 .... United States 4,000,000 4,190,000 Hanover Equipment Trust 01, senior secured note, A, 8.50%, 9/01/08 ........................................................... United States 1,693,000 1,769,185 ------------ 5,959,185 ------------ NON-ENERGY MINERALS 1.1% (a) Ispat Inland ULC, senior secured note, FRN, 10.254%, 4/01/10 ........ United States 4,000,000 4,230,000 ------------ PROCESS INDUSTRIES 5.1% Crown European Holdings SA, senior secured note, 10.875%, 3/01/13 ........................................................... United States 2,000,000 2,330,000 Georgia-Pacific Corp., senior note, 9.375%, 2/01/13 ................. United States 3,000,000 3,360,000 Jefferson Smurfit Corp., senior note, 7.50%, 6/01/13 ................ United States 3,000,000 2,715,000 JSG Funding PLC, senior sub. note, 7.75%, 4/01/15 ................... Ireland 3,000,000 2,565,000 Nalco Co., senior note, 7.75%, 11/15/11 .................................... United States 2,000,000 2,055,000 senior sub. note, 8.875%, 11/15/13 .............................. United States 2,000,000 2,062,500 Semiannual Report | 13 FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST STATEMENT OF INVESTMENTS, SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED) --------------------------------------------------------------------------------------------------------------------------------- COUNTRY PRINCIPAL AMOUNT(c) VALUE --------------------------------------------------------------------------------------------------------------------------------- BONDS (CONT.) PROCESS INDUSTRIES (CONT.) Rhodia SA, senior note, 10.25%, 6/01/10 ............................. France $ 4,000,000 $ 4,250,000 ------------ 19,337,500 ------------ PRODUCER MANUFACTURING 3.2% Case New Holland Inc., senior note, 9.25%, 8/01/11 .................. United States 4,000,000 4,250,000 (b) Invensys PLC, senior note, 144A, 9.875%, 3/15/11 .................... United Kingdom 3,000,000 2,996,250 Milacron Escrow Corp., senior secured note, 11.50%, 5/15/11 ......... United States 2,000,000 1,900,000 TRW Automotive Inc., senior note, 9.375%, 2/15/13 ................... United States 3,000,000 3,270,000 ------------ 12,416,250 ------------ REAL ESTATE INVESTMENT TRUSTS 1.1% Host Marriott LP, senior note, 9.25%, 10/01/07 ...................... United States 4,000,000 4,235,000 ------------ RETAIL 0.5% (a,b) GSC Holdings Corp., 144A, FRN, 7.875%, 10/01/11 ..................... United States 2,000,000 2,012,500 ------------ TECHNOLOGY SERVICES 0.8% (a,b) Sungard Data Systems Inc., senior note, 144A, FRN, 8.525%, 8/15/13 ........................................................... United States 3,000,000 3,120,000 ------------ TRANSPORTATION 1.1% CP Ships Ltd., senior note, 10.375%, 7/15/12 ........................ Canada 3,800,000 4,332,000 ------------ UTILITIES 5.7% (b) Calpine Corp., senior secured note, 144A, 8.50%, 7/15/10 ............ United States 5,000,000 3,587,500 (b) Dynegy Holdings Inc., secured note, 144A, 9.875%, 7/15/10 ........... United States 4,000,000 4,380,000 Edison Mission Energy, senior note, 9.875%, 4/15/11 ................. United States 3,000,000 3,570,000 El Paso Natural Gas Co., senior note, A, 7.625%, 8/01/10 ............ United States 4,000,000 4,179,096 TXU Corp., 4.80%, 11/15/09 .......................................... United States 4,000,000 3,874,028 Utilicorp United Inc., senior note, 9.95%, 2/01/11 .................. United States 2,000,000 2,255,000 ------------ 21,845,624 ------------ TOTAL BONDS (COST $207,574,528) ..................................... 208,690,927 ------------ MORTGAGE-BACKED SECURITIES 32.6% FEDERAL HOME LOAN MORTGAGE CORP. (FHLMC) FIXED RATE 15.7% FHLMC Gold 15 Year, 4.50%, 6/01/18 - 9/01/18 ........................ United States 3,806,358 3,735,061 FHLMC Gold 15 Year, 5.00%, 9/01/18 - 11/01/18 ....................... United States 8,180,828 8,167,639 FHLMC Gold 15 Year, 5.50%, 7/01/19 .................................. United States 399,568 405,656 FHLMC Gold 30 Year, 5.00%, 8/01/33 - 6/01/34 ........................ United States 14,373,873 14,099,048 FHLMC Gold 30 Year, 5.50%, 8/01/33 - 2/01/35 ........................ United States 10,077,483 10,089,329 (d) FHLMC Gold 30 Year, 6.00%, 7/01/28 - 10/01/30 ....................... United States 11,338,925 11,542,563 FHLMC Gold 30 Year, 6.50%, 1/01/35 .................................. United States 5,271,708 5,422,938 FHLMC Gold 30 Year, 7.00%, 9/01/27 .................................. United States 1,443,734 1,514,047 FHLMC Gold 30 Year, 8.00%, 1/01/31 .................................. United States 394,707 421,199 FHLMC Gold 30 Year, 8.50%, 7/01/31 .................................. United States 3,897,946 4,249,743 ------------ 59,647,223 ------------ 14 | Semiannual Report FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST STATEMENT OF INVESTMENTS, SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED) --------------------------------------------------------------------------------------------------------------------------------- COUNTRY PRINCIPAL AMOUNT(c) VALUE --------------------------------------------------------------------------------------------------------------------------------- MORTGAGE-BACKED SECURITIES (CONT.) GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA) FIXED RATE 5.7% GNMA I SF 30 Year, 5.50%, 4/15/33 - 12/15/34 ........................ United States $ 9,268,923 $ 9,363,158 GNMA I SF 30 Year, 6.50%, 6/15/31 - 12/15/33 ........................ United States 3,914,305 4,074,674 GNMA I SF 30 Year, 7.00%, 1/20/24 ................................... United States 239,323 251,679 GNMA II SF 30 Year, 5.00%, 10/20/33 ................................. United States 4,652,310 4,598,048 GNMA II SF 30 Year, 7.00%, 12/20/28 - 12/20/30 ...................... United States 2,330,138 2,440,350 GNMA II SF 30 Year, 8.00%, 1/20/28 - 2/20/32 ........................ United States 939,184 1,001,294 ------------ 21,729,203 ------------ FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) ADJUSTABLE RATE 1.1% (a) FNMA, 4.621%, 7/01/34 ............................................... United States 4,084,967 4,080,550 (a) FNMA, 5.95%, 6/01/32 ................................................ United States 172,821 172,899 ------------ 4,253,449 ------------ FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) FIXED RATE 10.1% FNMA 15 Year, 5.00%, 10/01/17 ....................................... United States 2,273,880 2,271,102 FNMA 15 Year, 5.50%, 10/01/17 - 4/01/18 ............................. United States 4,527,546 4,596,602 FNMA 15 Year, 7.00%, 9/01/18 ........................................ United States 607,358 638,846 FNMA 30 Year, 5.00%, 10/01/35 ....................................... United States 2,230,000 2,184,146 FNMA 30 Year, 5.50%, 8/01/33 - 7/01/35 .............................. United States 15,283,408 15,292,259 (d) FNMA 30 Year, 6.00%, 10/01/28 - 12/01/34 ............................ United States 9,614,206 9,778,842 FNMA 30 Year, 6.50%, 8/01/32 ........................................ United States 2,391,965 2,465,345 FNMA 30 Year, 8.00%, 10/01/29 ....................................... United States 390,931 419,163 FNMA 30 Year, 8.50%, 8/01/26 ........................................ United States 761,827 830,446 ------------ 38,476,751 ------------ TOTAL MORTGAGE-BACKED SECURITIES (COST $124,610,888) ................ 124,106,626 ------------ ASSET-BACKED SECURITIES AND COMMERCIAL MORTGAGE-BACKED SECURITIES 10.3% CONSUMER SERVICES (COST $1,000,000) 0.3% (a) Merrill Lynch Mortgage Investors Inc., 2003-OPT1, B2, FRN, 3.87%, 7/25/34 ........................................................... United States 1,000,000 1,035,101 ------------ FINANCE 10.0% (a) Argent Securities Inc., 2003-W5, M4, FRN, 4.85%, 10/25/33 ........... United States 4,000,000 4,176,198 (a) GSR Mortgage Trust, 2003-AHL, B1, FRN, 6.00%, 10/25/33 .............. United States 5,000,000 5,089,397 Morgan Stanley ABS Capital, (a) 2003-HE3, B1, FRN, 4.42%, 10/25/33 ............................ United States 3,500,000 3,550,392 (a) 2003-NC10, B1, FRN, 5.20%, 10/25/33 ........................... United States 3,000,000 3,063,421 (b) Morgan Stanley Auto Loan Trust, 2003-HB1, D, 144A, 5.50%, 4/15/11 ........................................................... United States 905,614 899,605 (a) Morgan Stanley Dean Witter Capital Trust I, 2003-NC3, B1, FRN, 4.45%, 3/25/33 .................................................... United States 4,508,000 4,573,715 (a) New Century Home Equity Loan Trust, 2003-2, M3, FRN, 4.981%, 1/25/33 ........................................................... United States 5,000,000 5,087,965 Semiannual Report | 15 FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST STATEMENT OF INVESTMENTS, SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED) --------------------------------------------------------------------------------------------------------------------------------- COUNTRY PRINCIPAL AMOUNT(c) VALUE --------------------------------------------------------------------------------------------------------------------------------- ASSET-BACKED SECURITIES AND COMMERCIAL MORTGAGE-BACKED SECURITIES (CONT.) FINANCE (CONT.) (a) Option One Mortgage Loan Trust, 2003-6, M5, FRN, 5.233%, 11/25/33 .......................................................... United States $ 3,500,000 $ 3,647,644 (a) Residential Asset Securities Corp., 2003-KS10, MII3, FRN, 3.67%, 12/25/33 .......................................................... United States 1,500,000 1,529,528 (a) Specialty Underwriting and Residential Finance, 2003-BC4, B2, FRN, 3.80%, 11/25/34 .............................................. United States 1,500,000 1,537,424 Structured Asset Investment Loan Trust, (a)2003-BC2, M3, FRN, 4.555%, 4/25/33 ............................. United States 1,471,000 1,481,684 (a)2003-BC13, M4, FRN, 3.868%, 11/25/33 ........................... United States 3,340,000 3,426,603 ------------ 38,063,576 ------------ TOTAL ASSET-BACKED SECURITIES AND COMMERCIAL MORTGAGE-BACKED SECURITIES (COST $37,848,337) ..................................... 39,098,677 ------------ (a,e) SENIOR FLOATING RATE INTERESTS 46.2% COMMUNICATIONS 7.4% AAT Communications Corp., First Lien Term Loan, 5.61%, 7/27/12 ........................................................... United States 3,000,000 3,043,125 Alaska Communications Systems Holdings Inc., Incremental Term Loan, 6.024%, 2/01/12 ........................... United States 100,000 101,552 Term Loan, 5.924%, 2/01/12 ....................................... United States 4,000,000 4,062,084 American Tower Inc., Term Loan C, 4.96%, 8/31/11 .................... United States 1,024,180 1,029,728 Hawaiian Telecom Communications Inc., Term Loan B, 6.28%, 10/31/12 .......................................................... United States 3,370,000 3,412,651 Iowa Telecommunications Services Inc., Term Loan B, 5.29 - 5.77%, 11/30/11 .......................................................... United States 4,000,000 4,058,752 New Skies Satellites B.V., Term Loan, 5.875 - 6.063%, 5/02/11 ....... Netherlands 663,783 673,206 Panamsat Corp., Term Loan B1, 6.046 - 6.107%, 8/01/11 ............... United States 3,969,880 4,028,542 SpectraSite Communications Inc., Term Loan B, 5.27%, 5/18/12 ........ United States 2,726,881 2,746,482 UPC Financing Partnership, Term Loan H2, 6.004%, 9/30/12 ............ Netherlands 4,000,000 4,048,752 Valor Telecommunications LLC, Term Loan, 5.591 - 5.811%, 2/24/12 ........................................................... United States 1,160,000 1,176,572 ------------ 28,381,446 ------------ CONSUMER DURABLES 2.4% LandSource Communities Development LLC, Term Loan B, 6.25%, 3/31/10 ........................................................... United States 1,000,000 1,009,020 Sealy Mattress Co., Term Loan D, 5.539 - 5.62%, 4/06/12 ............. United States 3,616,468 3,661,110 Solo Cup Co., Term Loan B, 5.86 - 6.02%, 2/27/11 .................... United States 1,974,937 1,983,084 Stile Acquisition Corp. (Masonite), CAD Term Loan, 5.66 - 6.02%, 4/05/13 ........................................................... Canada 1,342,107 1,347,825 Stile U.S. Acquisition Corp. (Masonite), U.S. Term Loan, 5.66 - 6.02%, 4/05/13 ............................................. United States 1,344,393 1,350,122 ------------ 9,351,161 ------------ 16 | Semiannual Report FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST STATEMENT OF INVESTMENTS, SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED) --------------------------------------------------------------------------------------------------------------------------------- COUNTRY PRINCIPAL AMOUNT(c) VALUE --------------------------------------------------------------------------------------------------------------------------------- (a,e) SENIOR FLOATING RATE INTERESTS (CONT.) CONSUMER NON-DURABLES 1.8% Acco Brands Corp., Term Loan B, 5.539 - 5.636%, 8/05/12 ............. United States $ 1,142,000 $ 1,158,845 Constellation Brands Inc., Term Loan B, 5.688 - 6.00%, 12/22/11 .......................................................... United States 1,565,556 1,589,529 Dole Food Co. Inc., Term Loan B, 5.188 - 7.25%, 12/31/12 ............ Bermuda 1,080,819 1,093,822 Meow Mix Co., Term Loan B, 7.04 - 7.09%, 7/13/11 .................... United States 654,857 664,136 Michael Foods Inc., Term Loan B, 5.09 - 6.069%, 11/21/10 ............ United States 638,926 650,107 Southern Wine & Spirits of America Inc., Term Loan B, 5.53%, 5/31/12 ........................................................... United States 1,661,650 1,686,708 ------------ 6,843,147 ------------ CONSUMER SERVICES 12.7% Alderwoods Group Inc., Term Loan B2, 5.48 - 6.058%, 9/29/09 ......... United States 729,057 739,301 Arby's Restaurant Holdings LLC, Term Loan B, 6.091 - 6.27%, 7/25/12 ........................................................... United States 1,745,625 1,761,262 Canwest Media Inc., Term Loan E, 6.018%, 5/15/09 .................... Canada 859,906 863,982 Charter Communications Operating LLC, Term Loan B, 6.93%, 4/27/11 ........................................................... United States 1,972,548 1,984,219 Cinram International Inc., Term Loan D, 6.12%, 9/30/09 .............. Canada 2,791,539 2,825,736 Dex Media West LLC, Term Loan B, 5.32 - 5.60%, 3/09/10 .............. United States 3,008,148 3,031,127 DIRECTV Holdings LLC/Financing Co., Term Loan B, 5.289 - 5.386%, 4/12/13 ........................................................... United States 1,133,333 1,147,618 Emmis Operating Co., Term Loan B, 5.518%, 11/10/11 .................. United States 992,500 1,000,812 (d) Entravision Communications Corp., Term Loan B, 7.25%, 2/28/13 ....... United States 1,100,000 1,111,688 Insight Midwest Holdings LLC, Term Loan A, 5.313%, 6/30/09 ..................................... United States 1,126,522 1,126,522 Term Loan C, 6.063%, 12/31/09 .................................... United States 1,994,475 2,026,885 Intelsat (Bermuda) Ltd., Senior Term Loan Facility, 5.813%, 7/28/11 ........................................................... Bermuda 2,412,845 2,445,015 Mediacom Broadband (MCC Iowa), Term Loan C, 5.85 - 6.03%, 1/31/14 ........................................................... United States 1,990,000 2,020,628 MediaNews Group Inc., Term Loan C, 5.09%, 12/30/10 .................. United States 2,289,262 2,290,087 Metro-Goldwyn-Mayer Inc., Term Loan B, 6.27%, 4/06/12 ............... United States 2,900,000 2,938,062 Mission Broadcasting Inc., Term Loan B, 5.77%, 10/01/12 ............. United States 1,702,676 1,716,510 Nexstar Broadcasting Group Inc., Term Loan B, 5.77%, 10/01/12 ....... United States 1,733,239 1,747,322 (d) Penn National Gaming Inc., Term Loan B, 7.75%, 10/03/11 ............. United States 1,800,000 1,824,890 R.H. Donnelley Inc., Term Loan D, 5.27 - 5.78%, 6/30/11 ............. United States 3,964,962 4,000,036 Rainbow National Services LLC, Term Loan B, 6.625%, 3/31/12 ......... United States 2,487,500 2,513,154 Regal Cinemas Inc., Term Loan B, 6.02%, 11/10/10 .................... United States 4,396,621 4,447,460 WMG Acquisition Corp. (Warner Music), Term Loan B, 5.52 - 5.86%, 3/01/11 ........................................................... United States 4,920,946 4,983,481 ------------ 48,545,797 ------------ Semiannual Report | 17 FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST STATEMENT OF INVESTMENTS, SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED) --------------------------------------------------------------------------------------------------------------------------------- COUNTRY PRINCIPAL AMOUNT(c) VALUE --------------------------------------------------------------------------------------------------------------------------------- (a,e) SENIOR FLOATING RATE INTERESTS (CONT.) ENERGY MINERALS 1.2% Kerr-Mcgee Corp., Term Loan B, 6.31%, 5/24/11 ...................................... United States $ 1,296,750 $ 1,304,774 Term Loan X, 6.11%, 5/24/07 ...................................... United States 2,380,000 2,389,987 (d) Walter Industries Inc., Term Loan B, 7.50% 10/03/12 ................. United States 800,000 812,500 ------------ 4,507,261 ------------ FINANCE 4.1% Conseco Inc., Term Loan, 5.768%, 6/22/10 ............................ United States 1,109,424 1,123,639 Fidelity National Information Services Inc., Term Loan B, 5.478%, 3/09/13 ........................................................... United States 4,443,412 4,464,834 General Growth Properties Inc., Term Loan B, 5.85%, 11/12/08 ........ United States 3,974,363 4,028,681 Kyle Acquisition Group, Term Loan B, 6.75%, 7/08/10 ...................................... United States 311,573 316,052 Term Loan C, 6.75%, 7/20/10 ...................................... United States 288,427 292,573 (d) Lion Gables Realty LP, Term Loan B, 7.50%, 9/30/06 .................. United States 562,421 566,112 Macerich Co., Interim Loan Facility, 5.475%, 3/31/06 ................ United States 1,300,000 1,302,437 Maguire Properties Inc., Term Loan B, 5.466%, 3/15/10 ............... United States 1,844,444 1,857,595 Newkirk Master LP, Term Loan B, 5.693%, 7/31/08 ..................... United States 865,531 880,137 (d) Yellowstone Club, Term Loan, 8.125%, 9/29/10 ........................ United States 700,000 708,750 ------------ 15,540,810 ------------ ELECTRONIC TECHNOLOGY 0.2% Onex Wind Finance LP, Term Loan B, 5.961%, 12/31/11 ................. United States 598,500 606,505 ------------ HEALTH SERVICES 2.2% (d) DaVita Inc., Term Loan B, 8.00%, 7/31/12 ............................ United States 2,882,353 2,928,592 LifePoint Hospitals Inc., Term Loan B, 5.435%, 4/15/12 .............. United States 3,018,502 3,053,269 PacifiCare Health Systems Inc., Term Loan B, 5.125 - 5.375%, 12/13/10 .......................................................... United States 1,985,000 1,992,857 Quintiles Transnational Corp., Term Loan B, 5.59%, 9/25/09 .......... United States 496,129 497,369 ------------ 8,472,087 ------------ INDUSTRIAL SERVICES 1.3% Allied Waste North America Inc., Credit Link, 3.568%, 1/15/12 ..................................... United States 802,703 809,635 Term Loan B, 5.52 - 6.09%, 1/15/12 ............................... United States 2,124,273 2,142,860 Epco Holding Inc., Term Loan B, 6.039%, 8/15/10 ..................... United States 1,100,000 1,119,336 Washington Group International Inc., Synthetic Term Loan, 3.30%, 6/14/10 ........................................................... United States 900,000 904,446 ------------ 4,976,277 ------------ NON-ENERGY MINERALS 1.8% Escanaba Timber LLC, Timber Term Facility, 6.43%, 5/02/08 ........... United States 1,300,000 1,317,875 Novelis Corp., U.S. Term Loan, 5.46%, 1/09/12 ....................... United States 1,486,465 1,503,484 Novelis Inc., CAD Term Loan, 5.46%, 1/09/12 ......................... Canada 855,843 865,643 St. Marys Cement Inc., Term Loan B, 6.02%, 12/04/09 ................. Canada 2,959,862 3,013,509 ------------ 6,700,511 ------------ 18 | Semiannual Report FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST STATEMENT OF INVESTMENTS, SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED) --------------------------------------------------------------------------------------------------------------------------------- COUNTRY PRINCIPAL AMOUNT(c) VALUE --------------------------------------------------------------------------------------------------------------------------------- (a,e) SENIOR FLOATING RATE INTERESTS (CONT.) PROCESS INDUSTRIES 3.2% Berry Plastics Corp., Term Loan, 6.105%, 12/02/11 ................... United States $ 897,750 $ 911,328 Boise Cascade LLC, Term Loan D, 5.594 - 5.781%, 10/28/11 ............ United States 817,808 831,404 Graham Packaging Co., First Lien Term Loan, 6.063 - 6.563%, 10/07/11 .......................................................... United States 1,691,075 1,712,417 Hexion Specialty Chemicals Inc., Tranche B-1, 6.375%, 5/31/12 ..................................... United States 457,036 463,001 Tranche B-3 CL, 3.588%, 5/31/12 .................................. United States 109,091 110,515 Nalco Co., Term Loan B, 5.66 - 5.96%, 11/04/10 ...................... United States 3,329,426 3,384,571 NewPage Corp., Term Loan, 6.493 - 6.68%, 5/02/11 .................... United States 3,000,000 3,045,000 Resolution Europe B.V. (Hexion), Tranche B-2, 6.563%, 5/31/12 ....... Netherlands 631,145 639,382 Rockwood Specialties Group Inc., Term Loan D, 5.93%, 7/30/12 ........ United States 995,000 1,012,102 ------------ 12,109,720 ------------ PRODUCER MANUFACTURING 3.5% Day International Group Inc., Term Loan D, 7.35 - 7.53%, 9/16/09 ........................................................... United States 760,986 763,086 Euramax International Inc., Term Loan B, 6.625%, 6/29/12 ............ United States 1,220,940 1,230,969 Headwaters Inc., Term Loan B, 5.87 - 8.00%, 4/30/11 ................. United States 1,037,514 1,051,995 Itron Inc., Term Loan C, 5.563 - 7.50%, 7/01/11 ..................... United States 151,159 152,954 Nortek Inc., Term Loan, 5.91 - 8.00%, 8/25/11 ....................... United States 1,984,962 2,012,504 Sensus Metering Systems Inc., Term Loan, 6.23 - 6.54%, 12/17/10 .......................................................... United States 2,788,709 2,827,667 TriMas Corp., Term Loan B, 7.15%, 12/06/09 .......................... United States 2,279,389 2,305,983 TRW Automotive Inc., Term Loan B, 5.25%, 10/31/10 ................... United States 2,977,500 3,012,548 ------------ 13,357,706 ------------ RETAIL TRADE 2.3% Jean Coutu Group (PJC) Inc., Term Loan B, 5.938%, 7/30/11 ........... Canada 3,960,000 4,028,373 Pantry Inc., Term Loan, 6.10%, 3/12/11 .............................. United States 1,122,064 1,138,165 Travelcenters of America Inc., Term Loan, 5.62 - 5.77%, 12/01/11 .......................................................... United States 2,500,000 2,530,078 William Carter Co., Term Loan B, 5.65 - 5.811%, 9/30/12 ............. United States 937,500 952,734 ------------ 8,649,350 ------------ TECHNOLOGY SERVICES 0.8% Sungard Data Systems Inc., Term Loan, 6.28%, 2/11/13 ................ United States 2,876,790 2,918,742 ------------ UTILITIES 1.3% AES Corp., Term Loan B, 5.07 - 5.69%, 4/30/08 ....................... United States 571,431 577,910 (d) Coleto Creek WLE LP, Term Loan C, 6.997%, 6/30/12 ................... United States 800,000 817,250 Texas Genco LLC, Delay Draw, 5.768 - 5.87%, 12/14/11 .............................. United States 1,032,236 1,040,784 First Lien Term Loan, 5.768 - 6.02%, 12/14/11 .................... United States 2,495,338 2,516,002 ------------ 4,951,946 ------------ TOTAL SENIOR FLOATING RATE INTERESTS (COST $174,488,589) ............ 175,912,466 ------------ Semiannual Report | 19 FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST STATEMENT OF INVESTMENTS, SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED) --------------------------------------------------------------------------------------------------------------------------------- COUNTRY PRINCIPAL AMOUNT(c) VALUE --------------------------------------------------------------------------------------------------------------------------------- FOREIGN GOVERNMENT AND AGENCY SECURITIES 4.6% (a) Government of Argentina, FRN, 3.01%, 8/03/12 ........................ Argentina 3,950,000 $ 3,173,888 Government of Korea, 6.90%, 1/16/07 ................................. South Korea 3,600,000,000 KRW 3,553,909 Government of New Zealand, 8.00%, 11/15/06 .......................... New Zealand 1,100,000 NZD 776,219 Government of Norway, 6.75%, 1/15/07 ................................ Norway 8,300,000 NOK 1,333,448 Government of Poland, 8.50%, 11/12/06 ............................... Poland 8,750,000 PLN 2,815,989 Government of Singapore, 5.625%, 7/01/08 ............................ Singapore 2,150,000 SGD 1,379,588 Government of Sweden, 8.00%, 8/15/07 ................................ Sweden 8,300,000 SEK 1,183,893 Government of Thailand, 8.50%, 10/14/05 ............................. Thailand 120,000,000 THB 2,928,298 New South Wales Treasury Corp., 6.50%, 5/01/06 ...................... Australia 800,000 AUD 613,455 ------------ TOTAL FOREIGN GOVERNMENT AND AGENCY SECURITIES (COST $17,066,213) ................................................ 17,758,687 ------------ TOTAL LONG TERM INVESTMENTS (COST $561,588,555) ..................... 565,567,383 ------------ ---------- SHARES ---------- SHORT TERM INVESTMENT (COST $13,044,727) 3.4% MONEY FUND 3.4% (f) Franklin Institutional Fiduciary Trust Money Market Portfolio ....... United States 13,044,727 13,044,727 ------------- TOTAL INVESTMENTS (COST $574,633,282) 151.9% ........................ 578,612,110 PREFERRED SHARES (49.9)% ............................................ (190,000,000) OTHER ASSETS, LESS LIABILITIES (2.0)% ............................... (7,707,381) ------------- NET ASSETS APPLICABLE TO COMMON SHARES 100.0% ....................... $ 380,904,729 ============= CURRENCY ABBREVIATIONS AUD - Australian Dollar KRW - South Korean Won NOK - Norwegian Krone NZD - New Zealand Dollar PLN - Polish Zloty SEK - Swedish Krona SGD - Singapore Dollar THB - Thai Baht SELECTED PORTFOLIO ABBREVIATIONS FHLMC - Federal Home Loan Mortgage Corporation FNMA - Federal National Mortgage Association FRN - Floating Rate Note GNMA - Government National Mortgage Association SF - Single Family (a) The coupon shown represents the rate at the end of the period. (b) Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Fund's Board of Trustees. At September 30, 2005 the value of these securities was $24,905,855, representing 6.54% of net assets. (c) The principal amount is stated in U.S. dollars unless otherwise stated. (d) See Note 1(c) regarding securities purchased on a when-issued, delayed delivery or to-be-announced basis. (e) See Note 1(e) regarding senior floating rate interests. (f) See Note 8 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. 20 | See notes to financial statements. | Semiannual Report FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES September 30, 2005 (unaudited) Assets: Investments in securities: Cost - Unaffiliated issuers .................................................................. $ 561,588,555 Cost - Sweep Money Fund (Note 8) ............................................................. 13,044,727 ------------- Total cost of investments .................................................................... 574,633,282 ============= Value - Unaffiliated issuers ................................................................. 565,567,383 Value - Sweep Money Fund (Note 8) ............................................................ 13,044,727 ------------- Total value of investments ................................................................... 578,612,110 ------------- Cash .......................................................................................... 2,434,095 Receivables: Investment securities sold ................................................................... 1,237,926 Interest ..................................................................................... 5,913,284 ------------- Total assets ........................................................................... 588,197,415 ------------- Liabilities: Payables: Investment securities purchased .............................................................. 14,480,907 Affiliates ................................................................................... 326,929 Distributions to shareholders ................................................................ 2,433,295 Accrued expenses and other liabilities ........................................................ 51,555 ------------- Total liabilities ...................................................................... 17,292,686 ------------- Preferred shares at redemption value [$25,000 liquidation preference per share (7,600 shares outstanding)] ................................................................................. 190,000,000 ------------- Net assets applicable to common shares ............................................... $ 380,904,729 ============= Net assets applicable to common shares consist of: Paid-in capital ............................................................................... $ 380,014,364 Distributions in excess of net investment income .............................................. (4,133,166) Net unrealized appreciation (depreciation) .................................................... 3,975,709 Accumulated net realized gain (loss) .......................................................... 1,047,822 ------------- Net assets applicable to common shares ............................................... $ 380,904,729 ============= Common shares outstanding ....................................................................... 26,739,511 ============= Net asset value per common share ................................................................ $ 14.25 ============= Semiannual Report | See notes to financial statements. | 21 FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST FINANCIAL STATEMENTS (CONTINUED) STATEMENT OF OPERATIONS for the six months ended September 30, 2005 (unaudited) Investment income: Dividends - Sweep Money Fund (Note 8) ......................................................... $ 180,969 Interest ...................................................................................... 17,593,583 ------------- Total investment income ................................................................ 17,774,552 ------------- Expenses: Management fees (Note 4) ...................................................................... 1,418,633 Administrative fees (Note 4) .................................................................. 576,288 Transfer agent fees ........................................................................... 32,595 Custodian fees (Note 5) ....................................................................... 11,763 Reports to shareholders ....................................................................... 14,729 Professional fees ............................................................................. 23,675 Trustees' fees and expenses ................................................................... 20,065 Auction agent fees and expenses ............................................................... 252,445 ------------- Total expenses ......................................................................... 2,350,193 Expense reductions (Note 5) ............................................................ (7,155) ------------- Net expenses ......................................................................... 2,343,038 ------------- Net investment income .............................................................. 15,431,514 ------------- Realized and unrealized gains (losses): Net realized gain (loss) from: Investments .................................................................................. 1,700,212 Foreign currency transactions ................................................................ (5,076) ------------- Net realized gain (loss) ........................................................... 1,695,136 ------------- Net change in unrealized appreciation (depreciation) on: Investments .................................................................................. (3,887,833) Translation of assets and liabilities denominated in foreign currencies ...................... (3,047) ------------- Net change in unrealized appreciation (depreciation) ............................... (3,890,880) ------------- Net realized and unrealized gain (loss) ......................................................... (2,195,744) ------------- Net increase (decrease) in net assets resulting from operations ................................. 13,235,770 Distributions to preferred shareholders from net investment income .............................. (3,074,905) ------------- Net increase (decrease) in net assets applicable to common shares resulting from operations ..... $ 10,160,865 ============= 22 | See notes to financial statements. | Semiannual Report FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS ----------------------------------- SIX MONTHS ENDED SEPTEMBER 30, 2005 YEAR ENDED (UNAUDITED) MARCH 31, 2005 ----------------------------------- Increase (decrease) in net assets: Operations: Net investment income ................................................................ $ 15,431,514 $ 29,243,836 Net realized gain (loss) from investments and foreign currency transactions .......... 1,695,136 3,873,734 Net change in unrealized appreciation (depreciation) on investments and translation of assets and liabilities denominated in foreign currencies ........................... (3,890,880) (6,977,032) Distribution to preferred shareholders from net investment income .................... (3,074,905) (3,540,329) ----------------------------------- Net increase (decrease) in net assets applicable to common shares resulting from operations ............................................................. 10,160,865 22,600,209 Distribution to common shareholders from net investment income ........................ (14,599,773) (31,639,542) Capital share transactions: Reinvestment of distributions (Note 2) ............................................... -- 1,258,261 ----------------------------------- Net increase (decrease) in net assets .......................................... (4,438,908) (7,781,072) Net assets applicable to common shares: Beginning of period ................................................................... 385,343,637 393,124,709 ----------------------------------- End of period ......................................................................... $ 380,904,729 $ 385,343,637 =================================== Distributions in excess of net investment income included in net assets: End of period ......................................................................... $ (4,133,166) $ (1,890,002) =================================== Semiannual Report | See notes to financial statements. | 23 FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Franklin Templeton Limited Duration Income Trust (the Fund) is registered under the Investment Company Act of 1940 as a diversified, closed-end investment company. The following summarizes the Fund's significant accounting policies. A. SECURITY VALUATION Securities listed on a securities exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Over-the-counter securities and listed securities for which there is no reported sale are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Investments in open-end mutual funds are valued at the closing net asset value. Corporate debt securities, mortgage pass-through securities, other mortgage-backed securities, and asset-backed securities generally trade in the over-the-counter market rather than on a securities exchange. The Fund may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Fund's pricing services may use valuation models or matrix pricing which considers information with respect to comparable bond and note transactions, quotations from bond dealers, or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, option adjusted spread models, prepayment projections, interest rate spreads and yield curves, to determine current value. Senior secured corporate loans with floating or variable interest rates generally trade in the over-the-counter market rather than on a securities exchange. The Fund may utilize independent pricing services, quotations from loan dealers and other financial institutions, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Fund's pricing services use independent market quotations from loan dealers or financial institutions and may incorporate valuation methodologies that consider multiple bond characteristics such as dealer quotes, issuer type, coupon, maturity, weighted average maturity, interest rate spreads and yield curves, cash flow and credit risk/quality analysis to determine current value. Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined. 24 | Semiannual Report FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) A. SECURITY VALUATION (CONTINUED) The Fund has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. All security valuation procedures are approved by the Fund's Board of Trustees. B. FOREIGN CURRENCY TRANSLATION Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Fund's Board of Trustees. The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments on the Statement of Operations. Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period. C. SECURITIES PURCHASED ON A WHEN-ISSUED, DELAYED DELIVERY, OR TBA BASIS The Fund may purchase securities on a when-issued, delayed delivery, or to-be-announced (TBA) basis, with payment and delivery scheduled for a future date. These transactions are subject to Semiannual Report | 25 FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) C. SECURITIES PURCHASED ON A WHEN-ISSUED, DELAYED DELIVERY, OR TBA BASIS (CONTINUED) market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of holding the securities, it may sell the securities before the settlement date. Sufficient assets have been segregated for these securities. D. FOREIGN CURRENCY CONTRACTS When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate on a specified date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations. The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities. E. SENIOR FLOATING RATE INTERESTS Senior secured corporate loans pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank or the London InterBank Offered Rate (LIBOR). Senior secured corporate loans often require prepayment of principal from excess cash flows or at the discretion of the borrower. As a result, actual maturity may be substantially less than the stated maturity. Senior secured corporate loans in which the Fund invests are generally readily marketable, but may be subject to some restrictions on resale. F. INCOME TAXES No provision has been made for U.S. income taxes because the Fund's policy is to continue to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains. G. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Facility fees are recognized as income over the expected term of the 26 | Semiannual Report FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) G. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS (CONTINUED) loan. Dividend income is recorded on the ex-dividend date. Distributions to shareholders are recorded on the ex-dividend date and are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with generally accepted accounting principles. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they will reverse in subsequent periods. H. OFFERING COSTS Offering costs are charged to paid-in-capital upon the initial sale of Fund shares. I. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates. J. GUARANTEES AND INDEMNIFICATIONS Under the Fund's organizational documents, its officers and Trustees are indemnified by the Fund against certain liabilities arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. 2. SHARES OF BENEFICIAL INTEREST At September 30, 2005, there were 28,290,900 shares authorized (no par value). During the period ended September 30, 2005, there were no share transactions; all reinvested distributions were satisfied with previously issued shares purchased in the open market. ----------------------------------------- PERIOD ENDED YEAR ENDED SEPTEMBER 30, 2005 MARCH 31, 2005 ----------------------------------------- SHARES AMOUNT SHARES AMOUNT ----------------------------------------- Shares issued in reinvestment of distributions .. -- $ -- 85,573 $1,258,261 ========================================= Semiannual Report | 27 FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. AUCTION RATE PREFERRED SHARES On November 7, 2003 the Fund issued 2,534 Preferred Shares Series M, 2,533 Preferred Shares Series W and 2,533 Preferred Shares Series F, each with a $25,000 liquidation preference per share totaling $190,000,000. Dividends to preferred shareholders are cumulative and are declared weekly, at rates established through an auction process. During the period ended September 30, 2005, the dividends on Preferred Shares ranged from 2.75% to 3.70%. The Fund is required to maintain, on a weekly basis, a specified discounted value of its portfolio in compliance with guidelines established by Fitch Ratings and Moody's Investor Services Inc., and is required to maintain asset coverage for the Preferred Shares of at least 200%. The Preferred Shares are redeemable by the Fund at any time and are subject to mandatory redemption if the asset coverage or discounted value requirements are not met. During the period ended September 30, 2005, all requirements were met. 4. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees the Fund are also officers and trustees of the Fund and of the following subsidiaries: ----------------------------------------------------------------------------- SUBSIDIARY AFFILIATION ----------------------------------------------------------------------------- Franklin Advisers Inc. (Advisers) Investment manager Franklin Templeton Services LLC (FT Services) Administrative manager A. MANAGEMENT FEES The Fund pays an investment management fee to Advisors of 0.50% per year of the average daily net assets plus the liquidation value of the preferred shares. B. ADMINISTRATIVE FEES The Fund pays an administrative fee to FT Services of 0.20% per year of the average daily net assets plus the liquidation of the preferred shares. 5. EXPENSE OFFSET ARRANGEMENT The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund's custodian expenses. During the period ended September 30, 2005, the custodian fees were reduced as noted in the Statement of Operations. 28 | Semiannual Report FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 6. INCOME TAXES At September 30, 2005, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows: Cost of investments .......................... $ 577,056,247 ============= Unrealized appreciation ...................... $ 7,738,664 Unrealized depreciation ...................... (6,182,801) ------------- Net unrealized appreciation (depreciation) ... $ 1,555,863 ============= For tax purposes, realized capital losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At March 31, 2005, the Fund deferred realized capital losses of $640,417. Net investment income differs for financial statement and tax purposes primarily due to differing treatments of foreign currency transactions, paydown losses, and bond discounts and premiums. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, foreign currency transactions, mortgage dollar roll, paydown losses, and bond discounts and premiums. 7. INVESTMENT TRANSACTIONS Purchases and sales of investments (excluding short term securities) for the period ended September 30, 2005, aggregated $143,993,478 and $142,258,119, respectively. 8. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO The Fund may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (the Sweep Money Fund), an open-end investment company managed by Advisers. Management fees paid by the Fund are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management fees paid by the Sweep Money Fund. 9. CREDIT RISK The Fund has 65.43% of its portfolio invested in below investment grade and comparable quality unrated high yield securities, which tend to be more sensitive to economic conditions than higher rated securities. The risk of loss due to default by the issuer may be significantly greater for the holders of high yielding securities because such securities are generally unsecured and are often subordinated to other creditors of the issuer. Semiannual Report | 29 FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 10. REGULATORY MATTERS As part of various investigations by a number of federal, state, and foreign regulators and governmental entities, relating to certain practices in the mutual fund industry, including late trading, market timing and marketing support payments to securities dealers who sell fund shares, Franklin Resources, Inc. and certain of its subsidiaries (collectively, the "Company"), entered into settlements with certain of those regulators. Specifically, the Company entered into settlements with the Securities and Exchange Commission ("SEC") concerning market timing (the "August 2, 2004 SEC Order") and marketing support payments to securities dealers who sell fund shares (the "December 13, 2004 SEC Order") and with the California Attorney General's Office ("CAGO") concerning marketing support payments to securities dealers who sell fund shares (the "CAGO Settlement"). Under the terms of the settlements with the SEC and the CAGO, the Company retained an Independent Distribution Consultant ("IDC") to develop a plan for distribution of the respective settlement monies. The CAGO approved the distribution plan under the CAGO Settlement and, in accordance with the terms and conditions of that settlement, the monies were disbursed to the relevant funds. The Fund did not participate in the CAGO Settlement. The SEC has not yet approved the distribution plan pertaining to the December 13, 2004 SEC Order. When approved, disbursements of settlement monies will be made promptly to the relevant funds, in accordance with the terms and conditions of that order. The IDC continues to develop the plan of distribution under the August 2, 2004 SEC Order that resolved the SEC's market timing investigation. In addition, the Company, as well as most of the mutual funds within Franklin Templeton Investments and certain current or former officers, directors, and/or employees, have been named in private lawsuits (styled as shareholder class actions, or as derivative actions on behalf of either the named funds or Franklin Resources, Inc.) relating to the industry practices described above. The lawsuits were filed in different courts throughout the country. Many of those suits are now pending in a multi-district litigation in the United States District Court for the District of Maryland. The Company and fund management strongly believe that the claims made in each of the private lawsuits referenced above are without merit and intends to defend against them vigorously. The Company cannot predict with certainty the eventual outcome of these lawsuits, nor whether they will have a material negative impact on the Company. If it is determined that the Company bears responsibility for any unlawful or inappropriate conduct that caused losses to the Fund, it is committed to making the Fund or its shareholders whole, as appropriate. 30 | Semiannual Report FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST SHAREHOLDER INFORMATION PROXY VOTING POLICIES AND PROCEDURES The Fund has established Proxy Voting Policies and Procedures ("Policies") that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at 1-954/847-2268 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Fund's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Fund files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's website at sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800/SEC-0330. CERTIFICATIONS The Fund's Chief Executive Officer - Finance and Administration is required by the New York Stock Exchange's Listing Standards to file annually with the Exchange a certification that he is not aware of any violation by the Fund of the Exchange's Corporate Governance Standards applicable to the Fund. The Fund has filed such certification. In addition, the Fund's Chief Executive Officer - Finance and Administration and Chief Financial Officer and Chief Accounting Officer are required by the rules of the SEC to provide certain certifications with respect to the Fund's Form N-CSR and Form N-CSRS (which include the Fund's annual and semiannual reports to shareholders) that are filed semiannually with the SEC. The Fund has filed such certifications with its Form N-CSR for the fiscal year ended March 31, 2005. Additionally, the Fund expects to file, on or about November 30, 2005, such certifications with its Form N-CSRS for the six months ended September 30, 2005. Semiannual Report | 31 This page intentionally left blank. LITERATURE REQUEST LITERATURE REQUEST. TO RECEIVE A BROCHURE AND PROSPECTUS, PLEASE CALL US AT 1-800/DIAL BEN(R) (1-800/342-5236) OR VISIT FRANKLINTEMPLETON.COM. INVESTORS SHOULD CAREFULLY CONSIDER A FUND'S INVESTMENT GOALS, RISKS, CHARGES AND EXPENSES BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION. PLEASE CAREFULLY READ THE PROSPECTUS BEFORE INVESTING. To ensure the highest quality of service, we may monitor, record and access telephone calls to or from our service departments. These calls can be identified by the presence of a regular beeping tone. FRANKLIN TEMPLETON INVESTMENTS INTERNATIONAL Mutual European Fund Templeton China World Fund Templeton Developing Markets Trust Templeton Foreign Fund Templeton Foreign Smaller Companies Fund Templeton International (Ex EM) Fund GLOBAL Mutual Discovery Fund Templeton Global Long-Short Fund Templeton Global Opportunities Trust Templeton Global Smaller Companies Fund Templeton Growth Fund Templeton World Fund GROWTH Franklin Aggressive Growth Fund Franklin Capital Growth Fund Franklin Flex Cap Growth Fund Franklin Small-Mid Cap Growth Fund Franklin Small Cap Growth Fund II(1) VALUE Franklin Balance Sheet Investment Fund(2) Franklin Equity Income Fund Franklin Large Cap Value Fund Franklin MicroCap Value Fund(2) Franklin MidCap Value Fund Franklin Small Cap Value Fund Mutual Beacon Fund Mutual Qualified Fund Mutual Recovery Fund(3) Mutual Shares Fund BLEND Franklin Blue Chip Fund Franklin Convertible Securities Fund Franklin Growth Fund Franklin Rising Dividends Fund Franklin U.S. Long-Short Fund SECTOR Franklin Biotechnology Discovery Fund Franklin DynaTech Fund Franklin Global Communications Fund Franklin Global Health Care Fund Franklin Gold and Precious Metals Fund Franklin Natural Resources Fund Franklin Real Estate Securities Fund Franklin Technology Fund Franklin Utilities Fund Mutual Financial Services Fund ASSET ALLOCATION Franklin Templeton Corefolio Allocation Fund Franklin Templeton Founding Funds Allocation Fund Franklin Templeton Perspectives Allocation Fund TARGET FUNDS Franklin Templeton Conservative Target Fund Franklin Templeton Growth Target Fund Franklin Templeton Moderate Target Fund INCOME Franklin Adjustable U.S. Government Securities Fund(4) Franklin's AGE High Income Fund Franklin Floating Rate Daily Access Fund Franklin Income Fund Franklin Limited Maturity U.S. Government Securities Fund(4) Franklin Low Duration Total Return Fund Franklin Real Return Fund Franklin Strategic Income Fund Franklin Strategic Mortgage Portfolio Franklin Templeton Hard Currency Fund Franklin Total Return Fund Franklin U.S. Government Securities Fund(4) Templeton Global Bond Fund Templeton Income Fund TAX-FREE INCOME(5) NATIONAL FUNDS Double Tax-Free Income Fund Federal Tax-Free Income Fund High Yield Tax-Free Income Fund Insured Tax-Free Income Fund(6) LIMITED-TERM FUNDS California Limited-Term Tax-Free Income Fund Federal Limited-Term Tax-Free Income Fund New York Limited-Term Tax-Free Income Fund INTERMEDIATE-TERM FUNDS California Intermediate-Term Tax-Free Income Fund Federal Intermediate-Term Tax-Free Income Fund New York Intermediate-Term Tax-Free Income Fund STATE-SPECIFIC Alabama Arizona California(7) Colorado Connecticut Florida(7) Georgia Kentucky Louisiana Maryland Massachusetts(6) Michigan(6) Minnesota(6) Missouri New Jersey New York(7) North Carolina Ohio(7) Oregon Pennsylvania Tennessee Virginia INSURANCE FUNDS Franklin Templeton Variable Insurance Products Trust(8) (1) The fund is closed to new investors. Existing shareholders can continue adding to their accounts. (2) The fund is only open to existing shareholders and select retirement plans. (3) The fund is a continuously offered, closed-end fund. Shares may be purchased daily; there is no daily redemption. However, each quarter, pending board approval, the fund will authorize the repurchase of 5%-25% of the outstanding number of shares. Investors may tender all or a portion of their shares during the tender period. (4) An investment in the fund is neither insured nor guaranteed by the U.S. government or by any other entity or institution. (5) For investors subject to the alternative minimum tax, a small portion of fund dividends may be taxable. Distributions of capital gains are generally taxable. (6) Portfolio of insured municipal securities. (7) These funds are available in two or more variations, including long-term portfolios, portfolios of insured securities, a high-yield portfolio (CA) and limited-term, intermediate-term and money market portfolios (CA and NY). (8) The funds of the Franklin Templeton Variable Insurance Products Trust are generally available only through insurance company variable contracts. 09/05 Not part of the semiannual report [LOGO](R) FRANKLIN TEMPLETON One Franklin Parkway INVESTMENTS San Mateo, CA 94403-1906 SEMI ANNUAL REPORT FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST INVESTMENT MANAGER Franklin Advisers, Inc. 1-800/DIAL BEN(R) TRANSFER AGENT PFPC Inc. P.O. Box 43027 Providence, RI 02940-3027 To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. FTF S2005 11/05 ITEM 2. CODE OF ETHICS. (a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer. (c) N/A (d) N/A (f) Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1) The Registrant has an audit committee financial expert serving on its audit committee. (2) The audit committee financial expert is Frank W. T. LaHaye and he is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. N/A ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Members of the Audit Committee are: Frank A. Olson, Robert F. Carlson, and Frank W.T. LaHaye ITEM 6. SCHEDULE OF INVESTMENTS. N/A ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. The board of trustees of the Trust has delegated the authority to vote proxies related to the portfolio securities held by the Fund to the Fund's manager Franklin Advisers, Inc. in accordance with the Proxy Voting Policies and Procedures (Policies) adopted by the manager. The manager has delegated its administrative duties with respect to the voting of proxies to the Proxy Group within Franklin Templeton Companies, LLC (Proxy Group), an affiliate and wholly owned subsidiary of Franklin Resources, Inc. All proxies received by the Proxy Group will be voted based upon the manager's instructions and/or policies. To assist it in analyzing proxies, the manager subscribes to Institutional Shareholder Services (ISS), an unaffiliated third party corporate governance research service that provides in-depth analyses of shareholder meeting agendas, vote recommendations, recordkeeping and vote disclosure services. In addition, the manager subscribes to Glass, Lewis & Co., LLC (Glass Lewis), an unaffiliated third party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies. Although ISS' and/or Glass Lewis' analyses are thoroughly reviewed and considered in making a final voting decision, the manager does not consider recommendations from ISS, Glass Lewis or any other third party to be determinative of the manager's ultimate decision. The manager votes proxies solely in the interests of the Fund and its shareholders. As a matter of policy, the officers, directors/trustees and employees of the Fund, the manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of the Fund and its shareholders. All conflicts are resolved in the interests of the manager's clients. In situations where the manager perceives a material conflict of interest, the manager may: disclose the conflict to the Fund's board of trustees; defer to the voting recommendation of the Fund's board of trustees, ISS, Glass Lewis or those of another independent third party provider of proxy services; or take such other action in good faith (in consultation with counsel) which would protect the interests of the Fund and its shareholders. The recommendation of management on any issue is a factor which the manager considers in determining how proxies should be voted, but is not determinative of the manager's ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company's management. Each issue, however, is considered on its own merits, and the manager will not support the position of the company's management in any situation where it deems that the ratification of management's position would adversely affect the investment merits of owning that company's shares. MANAGER'S PROXY VOTING POLICIES AND PRINCIPLES The manager has adopted general proxy voting guidelines, which are summarized below. These guidelines are not an exhaustive list of all the issues that may arise and the manager cannot anticipate all future situations. In all cases, each proxy will be considered based on the relevant facts and circumstances. BOARD OF DIRECTORS. The manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. The manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. The manager may withhold votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, the manager will review this issue as well as proposals to restore or provide for cumulative voting on a case-by-case basis, taking into consideration factors such as the company's corporate governance guidelines or provisions and performance. RATIFICATION OF AUDITORS OF PORTFOLIO COMPANIES. In light of several high profile accounting scandals, the manager will closely scrutinize the role and performance of auditors. On a case-by-case basis, the manager will examine proposals relating to non-audit relationships and non-audit fees. The manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of accounting irregularities or negligence. MANAGEMENT AND DIRECTOR COMPENSATION. A company's equity-based compensation plan should be in alignment with its shareholders' long-term interests. The manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable, including the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plans. The manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment "evergreen" feature. The manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less. Severance compensation arrangements will be reviewed on a case-by-case basis, although the manager will generally oppose "golden parachutes" that are considered to be excessive. The manager will normally support proposals that require a percentage of directors' compensation to be in the form of common stock, as it aligns their interests with those of shareholders. The manager will review on a case-by-case basis any shareholder proposals to adopt policies on expensing stock option plans. ANTI-TAKEOVER MECHANISMS AND RELATED ISSUES. The manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. On occasion, the manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm the Fund or its shareholders' interests. The manager generally supports proposals that require shareholder rights' plans ("poison pills") to be subject to a shareholder vote and will closely evaluate such plans on a case-by-case basis to determine whether or not they warrant support. The manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. The manager generally opposes any supermajority voting requirements as well as the payment of "greenmail." The manager generally supports "fair price" provisions and confidential voting. CHANGES TO CAPITAL STRUCTURE. The manager will review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase and proposals seeking preemptive rights. The manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. The manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. MERGERS AND CORPORATE RESTRUCTURING. Mergers and acquisitions will be subject to careful review by the research analyst to determine whether each will be beneficial to shareholders. The manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring and reincorporation proposals are also subject to a thorough examination on a case-by-case basis. SOCIAL AND CORPORATE POLICY ISSUES. The manager will generally give management discretion with regard to social, environmental and ethical issues, although the manager may vote in favor of those that are believed to have significant economic benefits or implications for the Fund and its shareholders. GLOBAL CORPORATE GOVERNANCE. Many of the tenets discussed above are applied to proxy voting decisions for international companies. However, the manager must be more flexible in these instances and must be mindful of the varied market practices of each region. The manager will attempt to process every proxy it receives for all domestic and foreign proxies. However, there may be situations in which the manager cannot process proxies, for example, where a meeting notice was received too late, or sell orders preclude the ability to vote. The manager may abstain from voting under certain circumstances or vote against items such as "Other Business" when the manager is not given adequate information from the company. Shareholders may view the complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at 1-954/847-2268 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Fund's proxy voting records are available online at franklintempleton.com and posted on the SEC website at WWW.SEC.GOV and reflect the twelve-month period beginning July 1, 2004, and ending June 30, 2005.. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. N/A ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. N/A ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein. ITEM 11. CONTROLS AND PROCEDURES. (A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrant's filings under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant's management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant's management, including the Registrant's principal executive officer and the Registrant's principal financial officer, of the effectiveness of the design and operation of the Registrant's disclosure controls and procedures. Based on such evaluation, the Registrant's principal executive officer and principal financial officer concluded that the Registrant's disclosure controls and procedures are effective. (B) CHANGES IN INTERNAL CONTROLS. There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect the internal controls subsequent to the date of their evaluation in connection with the preparation of this Shareholder Report on Form N-CSR. ITEM 12. EXHIBITS. (a) (1) Code of Ethics (a) (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Jimmy D. Gambill, Chief Executive Officer - Finance and Administration, and Galen G. Vetter, Chief Financial Officer (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Jimmy D. Gambill, Chief Executive Officer - Finance and Administration, and Galen G. Vetter, Chief Financial Officer SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST By /s/JIMMY D. GAMBILL ------------------- Jimmy D. Gambill Chief Executive Officer - Finance and Administration Date November 21, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/JIMMY D. GAMBILL ------------------- Jimmy D. Gambill Chief Executive Officer - Finance and Administration Date November 21, 2005 By /s/GALEN G. VETTER ------------------ Galen G. Vetter Chief Financial Officer Date November 21, 2005