AMENDMENT TO TRANSFER AGENT AGREEMENT

                                  AMENDMENT TO
                            TRANSFER AGENT AGREEMENT

     This  Amendment  dated as of  January  1, 2001,  is to the  Transfer  Agent
Agreement made as of September 1, 1993 and subsequently  amended and restated on
August  10,  1995 and July 1, 1996 (the  "Agreement")  by and  between  Franklin
Xxxxxxxxx Investor Services, Inc., a Florida corporation ("FTISI") and Xxxxxxxxx
Funds,  Inc.  (the  "Company")  on behalf of Xxxxxxxxx  World Fund and Xxxxxxxxx
Foreign Fund.

                                   WITNESSETH:

     WHEREAS, both FTISI and the Company wish to amend the Agreement;

     WHEREAS,  FTISI merged into FRANKLIN XXXXXXXXX  INVESTOR  SERVICES,  LLC, a
Delaware limited liability company, a successor entity, on January 1, 2001;

     NOW,  THEREFORE,  in consideration of the foregoing  premises,  the parties
hereto agree as follows:

     1. FTISI's name is henceforth to be known as "Franklin Xxxxxxxxx Investor
        Services, LLC."

     2. All references to FTISI being a "Florida Corporation" in the Agreement
        are hereby changed to a "Delaware limited liability company."

     IN WITNESS  WHEREOF,  this  Amendment  has been  executed on behalf of each
party as of the date set forth above.

                                FRANKLIN XXXXXXXXX INVESTOR SERVICES, LLC

                                By:/s/XXXXXX X. XXXXXXXX
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                                XXXXXXXXX FUNDS, INC.


                                By:/s/XXXXXXX X. XXXXX
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