0000757010-08-000027 Sample Contracts

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • June 27th, 2008 • Franklin Tax Free Trust

This Subcontract for Fund Administrative Services (“Subcontract”) is made as of July 2, 2007 between FRANKLIN ADVISERS, INC., a California corporation, hereinafter called the “Investment Manager,” and FRANKLIN TEMPLETON SERVICES, LLC (the “Administrator”).

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 27th, 2008 • Franklin Tax Free Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT made 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, the Trust has been organized and intends to operate as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), for the purpose of investing and reinvesting its assets in securities, as set forth in its Agreement and Declaration of Trust, its By-Laws and its Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, all as heretofore and hereafter amended and supplemented; and the Trust desires to avail itself of the services, information, advice, assistance and facilities of an investment manager and to have an investment manager perform various management, statistical, research, investment advisory and other services for

FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • June 27th, 2008 • Franklin Tax Free Trust

AGREEMENT dated as of July 2, 2007 between FRANKLIN TAX-FREE TRUST (the “Investment Company”), a Delaware statutory trust, on behalf of its series, FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND (the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”). In consideration of the mutual agreements herein made, the parties hereby agree as follows:

FRANKLIN TAX-FREE TRUST
Franklin Tax Free Trust • June 27th, 2008

We, FRANKLIN TAX-FREE TRUST, (the “Trust”), comprised of the series listed on Attachment A (each a “Fund”, and collectively, the “Funds”) are a Delaware statutory trust operating as an open-end management investment company or “mutual fund”, which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). We desire to issue one or more series or classes of our authorized but unissued shares of beneficial interest (the “Shares”) to authorized persons in accordance with applicable Federal and State securities laws. The Trust’s Shares may be made available in one or more separate series, each of which may have one or more classes.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 27th, 2008 • Franklin Tax Free Trust

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”).

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