FUND ADMINISTRATION AGREEMENT BETWEEN
TEMPLETON INSTITUTIONAL FUNDS, INC.
AND
FRANKLIN XXXXXXXXX SERVICES, LLC
AGREEMENT dated as of July 17, 2002, between Templeton
Institutional Funds, Inc. (the "Investment Company"), an investment company
registered under the Investment Company Act of 1940 ("1940 Act"), on behalf of
Foreign Smaller Companies Series (the "Fund"), a separate series of the
Investment Company, and Franklin Xxxxxxxxx Services, LLC ("FTS" or
"Administrator").
In consideration of the mutual promises herein made, the
parties hereby agree as follows:
(1) The Administrator agrees, during the life of this Agreement,
to provide the following services to the Fund:
(a) providing office space, telephone, office equipment
and supplies for the Fund;
(b) providing trading desk facilities for the Fund,
unless these facilities are provided by the Fund's investment adviser;
(c) authorizing expenditures and approving bills for
payment on behalf of the Fund;
(d) supervising preparation of periodic reports to
shareholders, notices of dividends, capital gains distributions and tax credits;
and attending to routine correspondence and other communications with individual
shareholders when asked to do so by the Fund's shareholder servicing agent or
other agents of the Fund;
(e) coordinating the daily pricing of the Fund's
investment portfolio, including collecting quotations from pricing services
engaged by the Fund; providing fund accounting services, including preparing and
supervising publication of daily net asset value quotations, periodic earnings
reports and other financial data; and coordinating trade settlements;
(f) monitoring relationships with organizations serving
the Fund, including custodians, transfer agents, public accounting firms, law
firms, printers and other third party service providers;
(g) supervising compliance by the Fund with
recordkeeping requirements under the federal securities laws, including the 1940
Act and the rules and regulations thereunder, and under other applicable state
and federal laws; and maintaining books and records for the Fund (other than
those maintained by the custodian and transfer agent);
(h) preparing and filing of tax reports including the
Fund's income tax returns, and monitoring the Fund's compliance with subchapter
M of the Internal Revenue Code, as amended, and other applicable tax laws and
regulations;
(i) monitoring the Fund's compliance with: 1940 Act and
other federal securities laws, and rules and regulations thereunder; state and
foreign laws and regulations applicable to the operation of investment
companies; the Fund's investment objectives, policies and restrictions; and the
Code of Ethics and other policies adopted by the Investment Company's Board of
Trustees ("Board") or by the Fund's investment adviser and applicable to the
Fund;
(j) providing executive, clerical and secretarial
personnel needed to carry out the above responsibilities;
(k) preparing and filing regulatory reports, including
without limitation Forms N-1A and N-SAR, proxy statements, information
statements and U.S. and foreign ownership reports; and
(l) providing support services incidental to carrying
out these duties.
Nothing in this Agreement shall obligate the Investment Company or any Fund to
pay any compensation to the officers of the Investment Company. Nothing in this
Agreement shall obligate FTS to pay for the services of third parties, including
attorneys, auditors, printers, pricing services or others, engaged directly by
the Fund to perform services on behalf of the Fund.
(2) The Investment Company agrees, during the life of this
Agreement, to pay to FTS as compensation for the foregoing a monthly fee equal
on an annual basis to 0.20% of the Fund's average daily net assets, payable at
the end of each calendar month.
From time to time, FTS may waive all or a portion of its fees provided for
hereunder and such waiver shall be treated as a reduction in the purchase price
of its services. FTS shall be contractually bound hereunder by the terms of any
publicly announced waiver of its fee, or any limitation of each affected Fund's
expenses, as if such waiver or limitation were fully set forth herein.
(3) This Agreement shall remain in full force and effect through
for one year after its execution and thereafter from year to year to the extent
continuance is approved annually by the Board of the Investment Company.
(4) This Agreement may be terminated by the Investment Company
at any time on sixty (60) days' written notice without payment of penalty,
provided that such termination by the Investment Company shall be directed or
approved by the vote of a majority of the Board of the Investment Company in
office at the time or by the vote of a majority of the outstanding voting
securities of the Investment Company (as defined by the 1940 Act); and shall
automatically and immediately terminate in the event of its assignment (as
defined by the 1940 Act).
(5) In the absence of willful misfeasance, bad faith or gross
negligence on the part of FTS, or of reckless disregard of its duties and
obligations hereunder, FTS shall not be subject to liability for any act or
omission in the course of, or connected with, rendering services hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers.
FRANKLIN XXXXXXXXX SERVICES, LLC
By:/s/XXXXX X. XXXXXXX
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TEMPLETON INSTITUTIONAL FUNDS, INC.
By:/s/XXXXX X. XXXX
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