AMENDMENT TO
MANAGEMENT AGREEMENT
This Amendment dated as of April 1, 2006, is to the Management Agreement
made as of the 13th day of September 1996, (the "Agreement") by and between
Franklin High Income Trust, a Delaware business trust (the "Trust"), on
behalf of AGE HIGH INCOME FUND (the "Fund"), series of the Trust, 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 February 28, 2006.
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 the 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 the 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 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 $10 billion;
0.440% 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 over $20 billion and
not over $35 billion; and
0.355% of the value of net assets over $35 billion and
not over $50 billion; and
0.350% of the value of net assets in excess of $50
billion.
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.
FRANKLIN HIGH INCOME TRUST
on behalf of AGE High Income Fund
By:
/s/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
Vice President and Secretary
FRANKLIN ADVISERS, INC.
By:/s/ XXXXX X. XXXX
Xxxxx X. Xxxx
Senior Vice President and
Chief Financial Officer
