Amendment to Custody Agreement
The Bank of America, N.T. & S.A. ("Custodian") and Franklin
Valuemark Funds ("Trust"), a Massachussetts business trust,
hereby amend their Custody Agreement of September 17, 1991,
as amended April 12, 1994 ("Agreement"), to provide that the
Custodian shall also be retained as custodian of the Small
Cap Fund, a new series of the Trust, pursuant to the terms
and conditions of the Agreement. The Custodian shall
continue in its present capacity as custodian for all series
of the Trust.
Dated as of: September 19, 1995
FRANKLIN VALUEMARK FUNDS
By: ________________________________
Title: ________________________________
THE BANK OF AMERICA, N.T. & S.A.
By: _______________________________
Title: _______________________________
