AMENDMENT TO MANAGEMENT AGREEMENT
This Amendment dated as of August 1, 1995, is to the Management Agreement
dated February 2, 1988, by and between INSTITUTIONAL FIDUCIARY TRUST, a
Massachusetts business trust (the "Trust"), on behalf of FRANKLIN LATE DAY MONEY
MARKET PORTFOLIO (the "Fund"), formerly Franklin Government Investors Money
Market Portfolio, 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 Franklin Distributors, Inc. 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 fees, 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 2,
1988, 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 Late Day
Money Market Portfolio
By ______________________
FRANKLIN ADVISERS, INC.
By ______________________
