AMENDMENT TO ADMINISTRATION AGREEMENT
This Amendment effective as of November 1, 1998, is to the
Administration Agreement dated November 1, 1992, by and between INSTITUTIONAL
FIDUCIARY TRUST, a Massachusetts business trust (the "Trust"), on behalf of
MONEY MARKET PORTFOLIO (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:
Paragraph 4A is amended by changing the last sentence to read as follows:
"The annual rate of the administration fee payable by the Fund
shall be 20/100 of 1% of the value of its net assets".
All other provisions of the Administration Agreement dated November 1,
1992, 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 Money Market Portfolio
By /S/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Vice President & Secretary
FRANKLIN ADVISERS, INC.
By /S/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Executive Vice President
