AMENDMENT TO MANAGEMENT AGREEMENT
This Amendment dated as of August 1, 1995, is to the Management
Agreement dated June 3, 1991, by and between ADJUSTABLE RATE SECURITIES
PORTFOLIOS, a Delaware business trust (the "Trust"), on behalf of the U.S.
GOVERNMENT ADJUSTABLE RATE MORTGAGE PORTFOLIO (the "Fund"), formerly Franklin
Institutional U.S. Government Arm 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 June 3, 1991,
remain in full force and effect.
IN WITNESS WHEREOF, we have signed this Amendment as of the date and
year first above written.
ADJUSTABLE RATE SECURITIES PORTFOLIOS
On behalf of U.S. Government Adjustable
Rate Mortgage Portfolio
By /s/ Xxxxxxx X. Xxxxxx
XXXXXXXX ADVISERS, INC.
By /s/ Xxxxxx X. Xxxxx
