0000798523-09-000004 Sample Contracts

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • January 27th, 2009 • Franklin New York Tax Free Trust

This Subcontract for Fund Administrative Services (“Subcontract”) is made as of March 1, 2008 between FRANKLIN ADVISERS, INC., a California corporation, hereinafter called the “Investment Manager,” and FRANKLIN TEMPLETON SERVICES, LLC (the “Administrator”).

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MASTER CUSTODY AGREEMENT
Master Custody Agreement • January 27th, 2009 • Franklin New York Tax Free Trust

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 27th, 2009 • Franklin New York Tax Free Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT made between FRANKLIN NEW YORK 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 serv

FRANKLIN NEW YORK TAX-FREE TRUST
Distribution Agreement • January 27th, 2009 • Franklin New York Tax Free Trust

We, FRANKLIN NEW YORK 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.

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