AMENDMENT TO TRANSFER AGENT AGREEMENT

                                  AMENDMENT TO
                            TRANSFER AGENT AGREEMENT

     This  Amendment  dated as of  January  1, 2001,  is to the  Transfer  Agent
Agreement made as of September 1, 1993 and subsequently  amended on February 21,
1997 (the  "Agreement") by and between  Franklin  Xxxxxxxxx  Investor  Services,
Inc., a Florida corporation  ("FTISI") and Templeton  Institutional  Funds, Inc.
(the "Company") on behalf of its separate series.

                                   WITNESSETH:

     WHEREAS, both FTISI and the Company wish to amend the Agreement;

     WHEREAS, FTISI merged into FRANKLIN XXXXXXXXX  INVESTOR  SERVICES,  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:

          1. FTISI's name is henceforth to be known as "Franklin Xxxxxxxxx
             Investor Services, LLC."

          2. All references to FTISI  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.

                                      FRANKLIN XXXXXXXXX INVESTOR SERVICES, LLC

                                      By:/s/XXXXXX X. XXXXXXXX
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                                      TEMPLETON INSTITUTIONAL FUNDS, INC.


                                       By:/s/XXXXXXX X. XXXXX
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