AMENDMENT TO FUND ADMINISTRATION AGREEMENT

                                  AMENDMENT TO
                          FUND ADMINISTRATION AGREEMENT

     This Amendment dated as of January 1, 2001, is to the Fund
Administration Agreement made as of October 1, 1996 and restated on June 1, 1997
(the "Agreement") by and between Franklin Xxxxxxxxx Services, Inc., a Florida
corporation ("FTSI") and Xxxxxxxxx Funds, Inc. (the "Company ") on behalf of
Xxxxxxxxx World Fund and Xxxxxxxxx Foreign Fund.

                                   WITNESSETH:

     WHEREAS, both FTSI and the Company wish to amend the Agreement;

     WHEREAS,  FTSI merged into  FRANKLIN  XXXXXXXXX  SERVICES,  LLC, a Delaware
limited liability company, a successor entity, on January 1, 2001;

     NOW,  THEREFORE,  in consideration of the foregoing  premises,  the parties
hereto agree as follows:

     1. FTSI's name is henceforth to be known as "Franklin Xxxxxxxxx Services,
        LLC."

     2. All references to FTSI being a "Florida Corporation" in the Agreement
        are hereby changed to a "Delaware limited liability company."

     IN WITNESS  WHEREOF, this  Amendment  has been  executed on behalf of each
party as of the date set forth above.


                                        FRANKLIN XXXXXXXXX SERVICES, LLC


                                        By:/s/XXXXX X. XXXXXXXXX
                                           ---------------------------------


                                        XXXXXXXXX FUNDS, INC.

                                        By:/s/XXXXXXX X. XXXXX
                                           ---------------------------------