AMENDMENT TO ADMINISTRATION AGREEMENT
This Amendment dated as of August 1, 1995, is to the Administration
Agreement dated November 1, 1992, by and between INSTITUTIONAL FIDUCIARY TRUST,
a Massachusetts business trust (the "Trust"), on behalf of FRANKLIN U.S.
GOVERNMENT SECURITIES MONEY MARKET PORTFOLIO (the "Fund"), a series of the
Trust, and FRANKLIN ADVISERS, Inc., a California corporation, (the
"Administrator"). The undersigned parties, intending to be legally bound, hereby
agree as follows:
(1) Paragraph 4 is amended to include section C:
C. The Administrator may waive all or a portion of its fees provided
for hereunder and such waiver shall be treated as a reduction in purchase price
of its services. The Administrator shall be contractually bound hereunder by the
terms of any publicly announced waiver of its fee, or any limitation of the
Fund's expenses, as if such waiver or limitation were full set forth herein.
(2) All other provisions of the Administration Agreement dated November 1,
1992, remain in full force and effect.
IN WITNESS WHEREOF, we have signed this Amendment as of the date and year
first above written.
INSTITUTIONAL FIDUCIARY TRUST
On behalf of Franklin U.S. Government
Securities Money Market Portfolio
By ______________________
FRANKLIN ADVISERS, INC.
By ______________________
