AMENDMENT TO
MANAGEMENT AGREEMENT
This Amendment dated as of May 1, 2005, is to the Management
Agreement made as of the 21st day of September, 1992, as amended
August 1, 1995, (the "Agreement") by and between Franklin
California Tax-Free Trust, a Massachusetts business trust (the
"Trust"), on behalf of FRANKLIN CALIFORNIA INTERMEDIATE-TERM
TAX-FREE 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 April
19, 2005.
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 determined in the same
manner as such Fund uses to compute the value of its net
assets in connection with the determination of the net asset
value of such Fund's shares, all as set forth more fully in
the Fund's current prospectus and statement of additional
information. The rate of the monthly management fee shall
be as follows:
5/96 of 1% (0.625% annually) of the value of net
assets up to and including $100,000,000; and
1/24 of 1% (0.500% annually) of the value of net
assets over $100,000,000 and not over
$250,000,000; and
9/240 of 1% (0.450% annually) of the value of net
assets over $250,000,000; and not over $10
billion; and
11/300 of 1% (0.440% annually) of the value of net
assets over $10 billion and not over $12.5
billion; and
7/200 of 1% (0.420% annually) of the value of net
assets over $12.5 billion and not over $15
billion; and
1/30 of 1% (0.400% annually) of the value of net
assets over $15 billion and not over $17.5 billion
19/600 of 1% (0.380% annually) of the value of net
assets over from $17.5 billion and not over $20
billion; and
3/100 of 1% (0.360% annually) of the value of net
assets in excess of $20 billion.
IN WITNESS WHEREOF, this Amendment has been executed on
behalf of each party as of the date set forth above.
FRANKLIN CALIFORNIA TAX-FREE TRUST
By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President and Secretary
FRANKLIN ADVISERS, INC.
By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
