SECOND AMENDMENT TO SUB-ADMINISTRATION AGREEMENT

                               SECOND AMENDMENT TO
                          SUB-ADMINISTRATION AGREEMENT

         This Amendment dated as of January 1, 2001, is to the
Sub-Administration Agreement made as of June 15, 1995 and subsequently amended
on October 1, 1996 (the "Agreement") by and between Templeton Russia Fund, Inc.,
a Maryland corporation (the "Fund"), Franklin Xxxxxxxxx Services, Inc., a
Florida corporation ("FTSI") and Princeton Administrators, L.P., a Delaware
limited partnership ("Princeton").

                                   WITNESSETH:

         WHEREAS, the Fund, FTSI and Princeton wish to amend the Agreement;

         WHEREAS, FTSI merged into FRANKLIN XXXXXXXXX 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. FTSI's name is henceforth to be known as "Franklin
Xxxxxxxxx Services, LLC."

        2. All references to FTSI 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 SERVICES, LLC

                                     By:\s\XXXXX XXXXXXXXX
                                        ------------------------------------

                                     TEMPLETON RUSSIA FUND, INC.

                                     By:\s\XXXXXXX X. XXXXX
                                        -------------------------------------

                                     PRINCETON ADMINISTRATORS, L.P.

                                     By:\s\
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