FORM OF
FUND ADMINISTRATION AGREEMENT BETWEEN
TEMPLETON INSTITUTIONAL FUNDS, INC.
AND
FRANKLIN XXXXXXXXX SERVICES, LLC
AGREEMENT dated as of ________________, 2007, between Templeton
Institutional Funds, Inc. (the "Investment Company"), an investment company
registered under the Investment Company Act of 1940 ("1940 Act"), on behalf of
Global Equity 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 Directors ("Board") or by the Fund's
investment manager 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:
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Xxxxx X. Xxxxxxx
President
TEMPLETON INSTITUTIONAL FUNDS, INC.
By:
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Xxxxx X. Xxxx
Vice President and Assistant Secretary
