AMENDMENT TO ADMINISTRATION AGREEMENT
This Amendment dated as of August 1, 1995, is to the Administration
Agreement dated July 1, 1994, by and between INSTITUTIONAL FIDUCIARY TRUST, a
Massachusetts business trust (the "Trust"), on behalf of XXXXXXXX XXXX RESERVES
FUND (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 July 1,
1994, 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 Xxxxxxxx Xxxx Reserves Fund
By /S/ XXXXXXX X. XXXXXX
XXXXXXXX ADVISERS, INC.
By /S/ XXXXXX X. XXXXX
