AMENDMENT TO
MANAGEMENT AGREEMENT
This Amendment dated as of May 1, 2005, is to the Management Agreement
made as of the 10th day of October, 1986, as amended August 1, 1995, (the
"Agreement") by and between Franklin New York Tax-Free Trust, a Massachusetts
business trust (the "Trust"), on behalf of FRANKLIN NEW YORK TAX-EXEMPT MONEY
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 assts of
the Fund shall be determined in the same manner as the Fund uses to
compute the value of its net assets in connection with the
determination of the net asset value of Fund shares, all as set forth
more fully in the Fund's current prospectus and statement of additional
information. The rate of the daily management fee payable by the Fund
shall be as follows:
1/584 of 1% (0.625% annually) of the value of net assets up to
and including $100,000,000; and
1/730 of 1% (0.500% annually) of the value of net assets over
$100,000,000 and not over $250,000,000; and
9/7,300 of 1% (0.450% annually) of the value of net assets
over $250,000,000; and not over $10 billion; and
11/9,125 of 1% (0.440% annually) of the value of net assets
over $10 billion and not over $12.5 billion; and
21/18,250 of 1% (0.420% annually) of the value of net assets
over $12.5 billion and not over $15 billion; and
2/1,825 of 1% (0.400% annually) of the value of net assets
over $15 billion and not over $17.5 billion 19/18,250 of 1%
(0.380% annually) of the value of net assets over from $17.5
billion and not over $20 billion; and 9/9,125 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 NEW YORK TAX-FREE TRUST
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President and Secretary
FRANKLIN ADVISERS, INC.
By:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
