AMENDMENT TO MANAGEMENT AGREEMENT
This Amendment dated as of August 1, 1995, is to the Management Agreement
dated June 9, 1990, by and between FRANKLIN TAX-ADVANTAGED INTERNATIONAL BOND
FUND, a California limited partnership (the "Fund"), and FRANKLIN ADVISERS,
INC., a California corporation, (the "Manager"). The undersigned parties,
intending to be legally bound, hereby agree as follows:
(1) Paragraph 4 C. is amended to read:
C. The management fee payable by the Fund shall be reduced or
eliminated (i) to the extent that Distributors have actually received cash
payments of tender offer solicitation fees less certain costs and expenses
incurred in connection therewith as set forth in paragraph 2(B)(c) of this
Agreement, or (ii) to the extent required by applicable state law or regulations
in any state where shares of the Fund are qualified for sale. The Manager may
waive all or a portion of its fees provided for hereunder and such waiver shall
be treated as a reduction in purchase price of its services. The Manager shall
be contractually bound hereunder by the terms of any publicly announced waiver
of its fee, or any limitation of the Fund's expenses, as if such waiver or
limitation were full set forth herein.
(2) All other provisions of the Management Agreement dated June 9, 1990,
remain in full force and effect.
IN WITNESS WHEREOF, we have signed this Amendment as of the date and year
first above written.
FRANKLIN TAX-ADVANTAGED
INTERNATIONAL BOND FUND
By /s/ Xxxxxxx X. Xxxxxx
XXXXXXXX ADVISERS, INC.
By /s/ Xxxxxx X. Xxxxx
