FORM OF AMENDMENT TO INVESTMENT MANAGEMENT CONTRACT This Amendment dated as of January 1, 2001, is to the Investment Management Agreement made as of February 21, 1997 (the "Agreement") by and between Templeton Investment Counsel, Inc., a U.S....

                                     FORM OF
                                  AMENDMENT TO
                         INVESTMENT MANAGEMENT CONTRACT

     This Amendment dated as of January 1, 2001, is to the Investment Management
Agreement  made  as of  February  21,  1997  (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 Emerging Fixed Income Market 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:

     5.  Manager's  name is  henceforth  to be  known as  "Xxxxxxxxx  Investment
         Counsel, LLC."

     6. 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