AMENDMENT TO
MANAGEMENT AGREEMENT
This Amendment dated as of May 1, 2005, is to the Management Agreement
made as of the 1st day of December, 1986, as amended August 1, 1995, (the
"Agreement") by and between Franklin Tax-Free Trust, a Massachusetts business
trust (the "Trust"), on behalf of ALL SERIES (the "Funds") (EXCEPT FRANKLIN
CONNECTICUT TAX-FREE INCOME FUND AND FRANKLIN FEDERAL LIMITED-TERM TAX-FREE
INCOME FUND), and Franklin Advisers, Inc., a California corporation, (the
"Manager").
WITNESSETH:
WHEREAS, both the Manager and the Trust wish to amend
Paragraph 4A of the Agreement; and
WHEREAS, the Board of Trustees of the Trust, including a majority of the
Independent Trustees of the Trust present in person, approved the following
amendment at a meeting on April 19, 2005.
NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto agree to amend Paragraph 4A of the Agreement to read as follows:
A. For purposes of calculating such fee, the value of the net assets of
each Fund shall be the net assets computed as of the close of business on
the last business day of the month preceding the month in which the
payment is being made, determined in the same manner as each Fund uses to
compute the value of its net assets in connection with the determination
of the net asset value of each Fund's shares, all as set forth more fully
in each Fund's current prospectus and statement of additional information.
The rate of the monthly management fee payable by each Fund shall be as
follows:
5/96 of 1% (0.625% annually) of the value of net assets up to and
including $100,000,000; and 1/24 of 1% (0.500% annually) of the value
of net assets over $100,000,000 and not over $250,000,000; and
9/240 of 1% (0.450% annually) of the value of net assets over
$250,000,000; and not over $10 billion; and 11/300 of 1%
(0.440% annually) of the value of net assets over $10 billion and not
over $12.5 billion; and 7/200 of 1% (0.420% annually) of the value of
net assets over $12.5 billion and not over $15 billion; and 1/30 of
1% (0.400% annually) of the value of net assets over $15 billion and
not over $17.5 billion 19/600 of 1% (0.380% annually) of the value of
net assets over from $17.5 billion and not over $20 billion; and
3/100 of 1% (0.360% annually) of the value of net assets in excess of
$20 billion.
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.
FRANKLIN TAX-FREE TRUST
By: /S/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Vice President and Secretary
FRANKLIN ADVISERS, INC.
By: /S/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
President
