AMENDMENT TO ADMINISTRATION AGREEMENT
This Amendment dated as of August 1, 1995, is to the Administration
Agreement dated May 1, 1995, by and between FRANKLIN XXXXXXXXX MONEY FUND TRUST,
a Delaware business trust (the "Trust"), on behalf of FRANKLIN XXXXXXXXX MONEY
FUND II, and any future series of the Trust (the "Funds"), 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 a Fund's expenses, as if such waiver or limitation were full
set forth herein.
(2) All other provisions of the Administration Agreement dated
May 1, 1995, remain in full force and effect.
IN WITNESS WHEREOF, we have signed this Amendment as of the date
and year first above written.
FRANKLIN XXXXXXXXX MONEY FUND TRUST
By /s/ Xxxxxxx X. Xxxxxx
XXXXXXXX ADVISERS, INC.
By /s/ Xxxxxx X. Xxxxx
