INVESTMENT MANAGEMENT AGREEMENT
ADDENDUM TO
INVESTMENT MANAGEMENT AGREEMENT
This Addendum dated January 1, 2008, is to the Investment Management Agreement made as of July 2, 2007, (the “Agreement”) by and between Franklin Tax-Free Trust, a Delaware statutory trust (the “Trust”), on behalf of the series listed on Attachment A (each a “Fund” and collectively, the “Funds”), and Franklin Advisers, Inc., a California corporation, (the “Adviser”).
WHEREAS, both the Adviser and the Trust wish to revised the investment management fee schedule 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 addendum at a meeting on December 3, 2007.
NOW, THEREFORE, in consideration of the foregoing premises, the parties hereto agree as follows:
A. For purposes of calculating such fee, the value of the net assets of each Fund shall be determined in the same manner as such Fund uses to compute the value of its net assets in connection with the determination of the net asset value of its shares, all as set forth more fully in the Fund’s current prospectus and statement of additional information. The annual rate of the management fee payable by each Fund shall be as follows:
0.625% of the value of net assets up to and including $100 million;
0.500% of the value of net assets over $100 million and not over $250 million;
0.450% of the value of net assets over $250 million and not over $7.5 billion;
0.440% of the value of net assets over $7.5 billion and not over $10 billion;
0.430% of the value of net assets over $10 billion and not over $12.5 billion;
0.420% of the value of net assets over $12.5 billion and not over $15 billion;
0.400% of the value of net assets over $15 billion and not over $17.5 billion;
0.380% of the value of net assets over $17.5 billion and not over $20 billion; and
0.360% of the value of net assets in excess of $20 billion.
IN WITNESS WHEREOF, this Addendum has been executed on behalf of each party as of the date set forth above.
FRANKLIN TAX-FREE TRUST
on behalf of Funds listed on Attachment A
/s/ Xxxxx X. Xxxxxxxx
By: _____________
Xxxxx X. Xxxxxxxx
Title: Vice President and Secretary
FRANKLIN ADVISERS, INC.
/s/ Xxxxxx X. Xxxxxxxx
By: _____________
Xxxxxx X. Xxxxxxxx
Title: President and Chief Investment Officer
ATTACHMENT A
Franklin Alabama Tax-Free Income Fund
Franklin Arizona Tax-Free Income Fund
Franklin Colorado Tax-Free Income Fund
Franklin Connecticut Tax-Free Income Fund
Franklin Double Tax-Free Income Fund
Franklin Federal Intermediate-Term Tax-Free Income Fund
Franklin Florida Insured Tax-Free Income Fund
Franklin Florida Tax-Free Income Fund
Franklin Georgia Tax-Free Income Fund
Franklin High Yield Tax-Free Income Fund
Franklin Insured Tax-Free Income Fund
Franklin Kentucky Tax-Free Income Fund
Franklin Louisiana Tax-Free Income Fund
Franklin Maryland Tax-Free Income Fund
Franklin Massachusetts Insured Tax-Free Income Fund
Franklin Michigan Insured Tax-Free Income Fund
Franklin Minnesota Insured Tax-Free Income Fund
Franklin Missouri Tax-Free Income Fund
Franklin New Jersey Tax-Free Income Fund
Franklin North Carolina Tax-Free Income Fund
Franklin Ohio Insured Tax-Free Income Fund
Franklin Oregon Tax-Free Income Fund
Franklin Pennsylvania Tax-Free Income Fund
Franklin Virginia Tax-Free Income Fund