0000357310-08-000011 Sample Contracts

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • August 27th, 2008 • Franklin Federal Tax Free Income Fund

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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Franklin Federal Tax-Free Income Fund One Franklin Parkway. San Mateo, California 94404-1906
Franklin Federal Tax Free Income Fund • August 27th, 2008

We, Franklin Federal Tax-Free Income Fund, (the “Fund”) 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 capital stock or beneficial interest (the “Shares”) to authorized persons in accordance with applicable Federal and State securities laws. The Fund’s Shares may be made available in one or more separate series, each of which may have one or more classes.

FRANKLIN FEDERAL TAX-FREE INCOME FUND INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 27th, 2008 • Franklin Federal Tax Free Income Fund • California

THIS INVESTMENT MANAGEMENT AGREEMENT made between FRANKLIN FEDERAL TAX-FREE INCOME FUND, a Delaware statutory trust, hereinafter called the “Trust” and FRANKLIN ADVISERS, INC., a California Corporation (the “Adviser”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 27th, 2008 • Franklin Federal Tax Free Income Fund

This Addendum dated January 1, 2008, is to the Investment Management Agreement made as of September 1, 2007, (the “Agreement”) by and between Franklin Federal Tax-Free Income Fund, a Delaware statutory trust (the “Fund”), and Franklin Advisers, Inc., a California corporation, (the “Adviser”).

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