AMENDMENT TO MANAGEMENT AGREEMENT
This Amendment dated as of August 1, 1995, is to the Management
Agreement dated February 26, 1992, by and between FRANKLIN MUNICIPAL
SECURITIES TRUST, a Delaware business trust (the "Trust"), on behalf of its
series now or hereafter subject to the Management Agreement, (the "Funds"),
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 a 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 as set forth in paragraph 2.B.(c) of this
Agreement. 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 a
Fund's expenses, as if such waiver or limitation were full set forth herein.
(2) All other provisions of the Management Agreement dated February
26, 1992, remain in full force and effect.
IN WITNESS WHEREOF, we have signed this Amendment as of the date and
year first above written.
FRANKLIN MUNICIPAL SECURITIES TRUST
By /s/ Xxxxxxx X. Xxxxxx
XXXXXXXX ADVISERS, INC.
By /s/ Xxxxxx X.Xxxxx
