0001379491-19-003151 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 27th, 2019 • Franklin Tax Free Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of December 29, 2017, is made between FRANKLIN TAX-FREE TRUST, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Adviser”), and amends and restates the prior Amended and Restated Investment Management Agreement between the Trust, on behalf of the Fund, and the Adviser, dated as of May 1, 2013, and amended as of April 1, 2014.

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AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • June 27th, 2019 • Franklin Tax Free Trust • Delaware
AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • June 27th, 2019 • Franklin Tax Free Trust

This Amendment is dated as of the 3rd day of June, 2019, by and between Each of the Investment Companies Listed on Exhibit A hereto for itself and for Each of its Series listed on Exhibit A hereto (the “Client”), and The Bank of New York Mellon (formerly The Bank of New York) (the “Custodian”).

FORM OF FRANKLIN TAX-FREE TRUST AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 27th, 2019 • Franklin Tax Free Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of December 29, 2017, is 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”), and amends and restates the prior Investment Management Agreement between the Trust, on behalf of each Fund, and the Adviser, dated as of July 2, 2007, and amended as of January 1, 2008.

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