FORM OF
AMENDMENT TO
TRANSFER AGENT AGREEMENT
This Amendment dated as of January 1, 2001, is to the Transfer Agent
Agreement made as of September 3, 1993 and subsequently amended and restated on
February 21, 1997 (the "Agreement") by and between Franklin Xxxxxxxxx Investor
Services, Inc., a U.S. registered investment adviser and Florida corporation
(the "Transfer Agent") and Templeton Institutional Funds, Inc. (the "Company").
WITNESSETH:
WHEREAS, both Transfer Agent and the Company wish to amend the Transfer
Agent Agreement;
WHEREAS, the Transfer Agent 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. Transfer Agent's name is henceforth to be known as "Franklin Xxxxxxxxx
Investor Services, LLC."
2. All references to the Transfer Agent 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:_______________________________________
Xxxxx X. Xxx, Xx.
President
TEMPLETON INSTITUTIONAL FUNDS, INC.
By:_______________________________________
Xxxxxx X. Xxxx
President