AMENDMENT TO MANAGEMENT AGREEMENT
This Amendment dated as of August 1, 1995, is to the Management Agreement
dated November 12, 1993, by and between FRANKLIN XXXXXXXXX GLOBAL TRUST, a
Massachusetts 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 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 a Fund's expenses, as if such
waiver or limitation were full set forth herein.
(2) All other provisions of the Management Agreement dated November 12,
1993, remain in full force and effect.
IN WITNESS WHEREOF, we have signed this Amendment as of the date and
year first above written.
FRANKLIN XXXXXXXXX GLOBAL TRUST
By /s/ Xxxxxxx X. Xxxxxx
XXXXXXXX ADVISERS, INC.
By /s/ Xxxxxx X. Xxxxx
