Templeton Institutional Funds Sample Contracts

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AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 30th, 2003 • Templeton Institutional Funds Inc
AMENDMENT TO TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • April 30th, 2003 • Templeton Institutional Funds Inc
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of TEMPLETON INSTITUTIONAL FUNDS a Delaware Statutory Trust
Agreement and Declaration of Trust • April 26th, 2019 • Templeton Institutional Funds • Delaware

WHEREAS Templeton Institutional Funds (the “Trust”) was formed on October 18, 2006 under the name “Templeton Institutional Trust” by its Trustees by the filing of the Certificate of Trust with the Office of the Secretary of State of the State of Delaware pursuant to an Agreement and Declaration of Trust dated as of October 18, 2006 (the “Original Declaration of Trust”), and the name of the Trust was changed to “Templeton Institutional Funds” pursuant to the filing of a Certificate of Amendment to the Certificate of Trust with the Office of the Secretary of State of the State of Delaware on January 4, 2007; and

Templeton Institutional Funds
Distribution Agreement • April 27th, 2023 • Templeton Institutional Funds

We, Templeton Institutional Funds (the “Trust”), comprised of the series listed on Attachment A (each a “Fund”, and collectively, the “Funds”), are a Delaware statutory trust operating as an open-end management investment company or “mutual fund”, which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). We desire to issue one or more series or classes of our authorized but unissued shares of capital stock or beneficial interest (the “Shares”) to authorized persons in accordance with applicable Federal and State securities laws. The Fund’s Shares may be made available in one or more separate series, each of which may have one or more classes.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • April 27th, 2023 • Templeton Institutional Funds

The parties to this Agreement are the Investment Company named above ("Investment Company"), an open-end investment company registered as such under the Investment Company Act of 1940 ("1940 Act"), on behalf of each class of shares of each series, if any, of the Investment Company which now exists or may hereafter be created (individually, a "Fund" and collectively, the "Funds") and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC ("FTIS"), a registered transfer agent. This Agreement supersedes the Amended and Restated Transfer Agent and Shareholder Services Agreement between the parties.

AMENDED AND RESTATED FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • April 26th, 2012 • Templeton Institutional Funds • California

This Agreement, dated as of February 28, 2012, is between TEMPLETON INSTITUTIONAL FUNDS (the “Trust”), a Delaware statutory trust, on behalf of FOREIGN EQUITY SERIES (the “Fund”) and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”), and amends and restates the prior Fund Administration Agreement between the Trust on behalf of the Fund and the Administrator.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • April 27th, 2015 • Templeton Institutional Funds • California

The parties to this Agreement are the Investment Company named above ("Investment Company"), an open-end investment company registered as such under the Investment Company Act of 1940 ("1940 Act"), on behalf of each class of shares of each series of the Investment Company which now exists or may hereafter be created (individually, a "Fund" and collectively, the "Funds") and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC ("FTIS"), a registered transfer agent formerly known as Franklin Administrative Services, Inc. This Agreement supersedes prior Shareholder Services Agreements between the parties, as stated below in section 16(d).

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • April 27th, 2018 • Templeton Institutional Funds • California

As the registered transfer agent and shareholder servicing agent for the Funds, FTIS is responsible for providing overall support for the customers of each Fund, including shareholders, financial advisors, distribution intermediaries, and other authorized representatives. FTIS controls the flow of the customer interactions, processes transactions, and handles inquiries while ensuring mitigation of operational, financial, regulatory, and reputational risk. FTIS is responsible for affecting activity in accordance with fund policies, (e.g. Rule 12b-1 payments, fund openings, reorganizations, closings), as well as required trade confirmations, statements, and tax reporting. FTIS maintains relationships with the back offices of intermediaries and ensures appropriate payments to intermediaries and other service vendors in accordance with this Agreement.

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • April 28th, 2014 • Templeton Institutional Funds • California

This Subcontract, dated as of May 1, 2013, is between Templeton Investment Counsel, LLC, a Delaware limited liability company (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 27th, 2020 • Templeton Institutional Funds • Delaware

Agreement made effective as of December 29, 2017, between TEMPLETON INSTITUTIONAL FUNDS (hereinafter referred to as the “Trust”), on behalf of Foreign Smaller Companies Series (the “Fund”), and TEMPLETON INVESTMENT COUNSEL, LLC, (hereinafter referred to as the “Manager”), and amends and restates the prior Amended and Restated Investment Management Agreement between the Trust, on behalf of the Fund, and the Manager dated as of May 1, 2013.

AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • April 27th, 2022 • Templeton Institutional Funds • New York

This Amendment (“Amendment”) to the FUND SERVICES AGREEMENT, dated January 22, 2020 among FRANKLIN TEMPLETON SERVICES, LLC (the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of July 15, 2020, between the Customer and J.P. Morgan.

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AMENDMENT TO FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • April 30th, 2003 • Templeton Institutional Funds Inc
FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 27th, 2022 • Templeton Institutional Funds

THIS AGREEMENT, dated as of [___________], is made among each entity listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquiring Fund”), and each Acquired Fund listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

AGREEMENT AND DECLARATION OF TRUST OF TEMPLETON INSTITUTIONAL TRUST A DELAWARE STATUTORY TRUST
Trust Agreement • March 28th, 2008 • Templeton Institutional Funds Inc • Delaware
FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • March 2nd, 2010 • Templeton Institutional Funds • California

The parties to this Agreement are the Investment Company named above (“Investment Company”), an open-end investment company registered as such under the Investment Company Act of 1940 (“1940 Act”), on behalf of each class of shares of each series of the Investment Company which now exists or may hereafter be created (individually, a “Fund” and collectively, the “Funds”) and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC (“FTIS”), a registered transfer agent formerly known as Franklin Administrative Services, Inc. This Agreement supersedes prior Shareholder Services Agreements between the parties, as stated below in section 16(d).

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • April 28th, 2011 • Templeton Institutional Funds • California

The parties to this Agreement are the Investment Company named above (“Investment Company”), an open-end investment company registered as such under the Investment Company Act of 1940 (“1940 Act”), on behalf of each class of shares of each series of the Investment Company which now exists or may hereafter be created (individually, a “Fund” and collectively, the “Funds”) and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC (“FTIS”), a registered transfer agent formerly known as Franklin Administrative Services, Inc. This Agreement supersedes prior Shareholder Services Agreements between the parties, as stated below in section 16(d).

FOURTH JOINDER TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 27th, 2023 • Templeton Institutional Funds • New York

FOURTH JOINDER ("Joinder") to the GLOBAL CUSTODY AGREEMENT, dated March 1, 2020, among each of the Customers listed on Annex B thereto each a ("Customer") and J.P. MORGAN CHASE BANK, N.A ("J.P. Morgan") as amended from time to time (the "Agreement") is made and entered into as of February 15, 2023 and shall be effective as of March 31, 2023, between the New Customers (as defined below) and

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • April 26th, 2021 • Templeton Institutional Funds

This Amendment, dated as of May 13, 2020, is to each Distribution Agreement, as amended and/or restated to date (each, an “Agreement”), by and between Franklin/Templeton Distributors, Inc., a registered broker-dealer under the provisions of the Securities Exchange Act of 1934, as amended, and a member of the Financial Industry Regulatory Authority (the “Distributor”), and each registered open-end investment company identified on Schedule A (each, an “Investment Company”).

FEE WAIVER AND/OR EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and/or Expense Reimbursement Agreement • April 26th, 2021 • Templeton Institutional Funds • Delaware
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