AMENDMENT TO
MANAGEMENT AGREEMENT
This Amendment dated as of May 1, 2006, is to the Management Agreement
made as of the 10th day of April 2000, (the "Agreement") by and between
FRANKLIN GOLD AND PRECIOUS METALS FUND, a Delaware business trust (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 April 18, 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 Trust 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
Trust uses to compute the value of its net assets in connection with the
determination of the net asset value of the Trust's shares, all as set
forth more fully in the Trust'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; and
0.400% of the value of net assets in excess of $15
billion.
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.
FRANKLIN GOLD AND PRECIOUS METALS 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
