FUND ADMINISTRATION AGREEMENT
AGREEMENT dated as of September 1, 0000 xxxxxxx XXXXXXXX XXX XXXX TAX-FREE TRUST
(the "Investment Company"), an investment company registered under the
Investment Company Act of 1940 ("1940 Act"), on behalf of FRANKLIN NEW YORK
LIMITED-TERM TAX-FREE INCOME FUND (the "Fund"), and Franklin Xxxxxxxxx Services,
LLC ("Administrator").
In consideration of the mutual agreements herein made, the parties hereby agree
as follows:
(1) The Administrator agrees, during the life of this Agreement, to provide the
following services to the Fund:
(a) providing office space, telephone, office equipment and supplies for the
Fund;
(b) providing trading desk facilities for the Fund, unless these facilities are
provided by the Fund's investment adviser;
(c) authorizing expenditures and approving bills for payment on behalf of the
Fund;
(d) supervising preparation of periodic reports to Fund shareholders, notices of
dividends, capital gains distributions and tax credits; and attending to routine
correspondence and other communications with individual Fund shareholders when
asked to do so by the Fund's shareholder servicing agent or other agents of the
Fund;
(e) coordinating the daily pricing of the Fund's investment portfolio, including
collecting quotations from pricing services engaged by the Fund; providing fund
accounting services, including preparing and supervising publication of daily
net asset value quotations, periodic earnings reports and other financial data;
(f) monitoring relationships with organizations serving the Fund, including
custodians, transfer agents, public accounting firms, law firms, printers and
other third party service providers;
(g) supervising compliance by the Fund with recordkeeping requirements under the
federal securities laws, including the 1940 Act, and the rules and regulations
thereunder, supervising compliance with recordkeeping requirements imposed by
state laws or regulations, and maintaining books and records for the Fund (other
than those maintained by the custodian and transfer agent);
(h) preparing and filing of tax reports including the Fund's income tax returns,
and monitoring the Fund's compliance with subchapter M of the Internal Revenue
Code, and other applicable tax laws and regulations;
(i) monitoring the Fund's compliance with: 1940 Act and other federal securities
laws, and rules and regulations thereunder; state and foreign laws and
regulations applicable to the operation of investment companies; the Fund's
investment objectives, policies and restrictions; and the Code of Ethics and
other policies adopted by the Investment Company's Board of Trustees ("Board")
or by the Adviser and applicable to the Fund;
(j) providing executive, clerical and secretarial personnel needed to carry out
the above responsibilities; and
(k) preparing regulatory reports, including without limitation, NSARs, proxy
statements, and U.S. and foreign ownership reports.
Nothing in this Agreement shall obligate the Investment Company or the Fund to
pay any compensation to the officers of the Investment Company. Nothing in this
Agreement shall obligate the Administrator to pay for the services of third
parties, including attorneys, auditors, printers, pricing services or others,
engaged directly by the Fund to perform services on behalf of the Fund.
(2) The Fund agrees to pay to the Administrator as compensation for such
services a monthly fee equal on an annual basis to 0.20% of the average daily
net assets of the Fund.
From time to time, the Administrator may waive all or a portion of its fees
provided for hereunder and such waiver shall be treated as a reduction in the
purchase price of its services. The Administrator shall be contractually bound
hereunder by the terms of any publicly announced waiver of its fee, or any
limitation of the affected Fund's expenses, as if such waiver or limitation were
fully set forth herein.
(3) This Agreement shall remain in full force and effect through for one year
after its execution and thereafter from year to year to the extent continuance
is approved annually by the Board of the Investment Company.
(4) This Agreement may be terminated by the Investment Company at any time on
sixty (60) days' written notice without payment of penalty, provided that such
termination by the Investment Company shall be directed or approved by the vote
of a majority of the Board of the Investment Company in office at the time or by
the vote of a majority of the outstanding voting securities of the Investment
Company (as defined by the 1940 Act); and shall automatically and immediately
terminate in the event of its assignment (as defined by the 1940 Act).
(5) In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Administrator, or of reckless disregard of its duties and
obligations hereunder, the Administrator shall not be subject to liability for
any act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized officers.
FRANKLIN NEW YORK TAX-FREE TRUST on behalf of
FRANKLIN NEW YORK LIMITED-TERM TAX-FREE INCOME FUND
By: /S/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Vice President & Secretary
FRANKLIN XXXXXXXXX SERVICES, LLC
By: /S/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Senior Vice President
