FORM OF
AMENDMENT TO
INVESTMENT MANAGEMENT CONTRACT
This Amendment dated as of January 1, 2001, is to the Investment
Management Agreement made as of May 3, 1993 and subsequently amended and
restated on February 25, 1994 and May 25, 1995 (the "Agreement") by and between
Xxxxxxxxx Investment Counsel, Inc., a U.S. registered investment adviser and
Florida corporation (the "Manager") and Templeton Institutional Funds, Inc. (the
"Company") on behalf of Foreign Equity Series.
WITNESSETH:
WHEREAS, both Manager and Company wish to amend the Investment Management
Agreement;
WHEREAS, the Manager merged into XXXXXXXXX INVESTMENT COUNSEL, 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:
3. Manager's name is henceforth to be known as "Xxxxxxxxx Investment
Counsel, LLC."
4. All references to the Manager 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.
XXXXXXXXX INVESTMENT COUNSEL, LLC
By:___________________________________
Xxxx X. Xxxxx
President
TEMPLETON INSTITUTIONAL FUNDS, INC.
By:___________________________________
Xxxxxx X. Xxxx
President
