ADDENDUM TO
INVESTMENT MANAGEMENT AGREEMENT
This Addendum dated January 1, 2008, is to the Investment
Management Agreement made as of November 1, 2007, (the
"Agreement") by and between Franklin California 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 CALIFORNIA TAX-FREE TRUST
on behalf of Funds listed on Attachment A
By:
/s/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
Title: Vice President and Secretary
FRANKLIN ADVISERS, INC.
By:
/s/ XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx
Title: President and Chief Investment Officer
ATTACHMENT A
Franklin California Insured Tax-Free Income Fund
Franklin California Intermediate-Term Tax-Free Income
Fund
Franklin California Tax-Exempt Money Fund
