0001379491-11-001126 Sample Contracts

Franklin Gold & Precious Metals Fund One Franklin Parkway San Mateo, California 94403-1906
Franklin Gold & Precious Metals Fund • November 28th, 2011 • California

We, Franklin Gold & Precious Metals 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.

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 28th, 2011 • Franklin Gold & Precious Metals Fund

This Addendum dated January 1, 2008, is to the Investment Management Agreement made as of April 10, 2000, as amended May 1, 2006, (the “Agreement”) by and between Franklin Gold and Precious Metals Fund, a Delaware statutory trust (the “Fund”), and Franklin Advisers, Inc., a California corporation, (the “Manager”).

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