Amendment to Master Custody Agreement

Effective February 27, 1998, The Bank of New York and each of the Investment
Companies listed in the Attachment appended to this Amendment, for themselves
and each series listed in the Attachment, hereby amend the Master Custody
Agreement dated as of February 16, 1996 by:

1.  Replacing Exhibit A with the attached; and

2.  Only with respect to the Investment Companies and series thereof listed in
    the Attachment, deleting paragraphs (a) and (b) of Subsection 3.5 and
    replacing them with the following:

         (a) Promptly after each purchase of Securities by the Fund, the Fund
         shall deliver to the Custodian Proper Instructions specifying with
         respect to each such purchase: (a) the Series to which such Securities
         are to be specifically allocated; (b) the name of the issuer and the
         title of the Securities; (c) the number of shares or the principal
         amount purchased and accrued interest, if any; (d) the date of purchase
         and settlement; (e) the purchase price per unit; (f) the total amount
         payable upon such purchase; (g) the name of the person from whom or the
         broker through whom the purchase was made, and the name of the clearing
         broker, if any; and (h) the name of the broker to whom payment is to be
         made. The Custodian shall, upon receipt of Securities purchased by or
         for the Fund, pay to the broker specified in the Proper Instructions
         out of the money held for the account of such Series the total amount
         payable upon such purchase, provided that the same conforms to the
         total amount payable as set forth in such Proper Instructions.

         (b) Promptly after each sale of Securities by the Fund, the Fund shall
         deliver to the Custodian Proper Instructions specifying with respect to
         each such sale: (a) the Series to which such Securities were
         specifically allocated; (b) the name of the issuer and the title of the
         Security; (c) the number of shares or the principal amount sold, and
         accrued interest, if any; (d) the date of sale; (e) the sale price per
         unit; (f) the total amount payable to the Fund upon such sale; (g) the
         name of the broker through whom or the person to whom the sale was
         made, and the name of the clearing broker, if any; and (h) the name of
         the broker to whom the Securities are to be delivered. The Custodian
         shall deliver the Securities specifically allocated to such Series to
         the broker specified in the Proper Instructions against payment of the
         total amount payable to the Fund upon such sale, provided that the same
         conforms to the total amount payable as set forth in such Proper
         Instructions.

         Investment Companies                  The Bank of New York
         By:/s/ELIZABETH N. COHERNOUR          By: /s/STEPHEN E. GRUNSTON
         Name: Elizabeth N. Cohernour          Name:  Stephen E. Grunston
         Title:Authorized Officer              Title: Vice President

                                   Attachment

Investment Company                             Series

Franklin Mutual Series Fund Inc.               Mutual Shares Fund
                                               Mutual Qualified Fund
                                               Mutual Beacon Fund
                                               Mutual Financial Services Fund
                                               Mutual European Fund
                                               Mutual Discovery Fund

Franklin Valuemark Funds                       Mutual Discovery Securities Fund
                                               Mutual Shares Securities Fund

Templeton Variable Products Series Fund        Mutual Shares Investments Fund
                                               Mutual Discovery Investments Fund