AMENDMENT TO MANAGEMENT AGREEMENT
This Amendment dated as of August 1, 1995, is to the Management Agreement
dated February 8, 1994, by and between INSTITUTIONAL FIDUCIARY TRUST, a
Massachusetts business trust (the "Trust"), on behalf of FRANKLIN U.S.
GOVERNMENT AGENCY MONEY MARKET FUND (the "Fund"), a series of the Trust, and
FRANKLIN ADVISERS, INC., a California corporation, (the "Manager"). The
undersigned parties, intending to be legally bound, hereby agree as follows:
(1) Paragraph 4 B. is amended to read:
B. The management fee payable by the Fund shall be reduced or
eliminated to the extent that Distributors has actually received cash payments
of tender offer solicitation fees less certain cost and expenses incurred in
connection therewith and to the extent necessary to comply with the limitations
on expenses which may be borne by the Fund as set forth in the laws, regulations
and administrative interpretations of those states in which the Fund's shares
are registered. The Manager 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 Manager 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 Management Agreement dated February 8,
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 Franklin U.S.
Government Agency Money Market Fund
By /S/ XXXXXXX X. XXXXXX
XXXXXXXX ADVISERS, INC.
By /S/ XXXXXX X. XXXXX
