AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

                                  AMENDMENT TO
                         INVESTMENT MANAGEMENT AGREEMENT

     This Amendment dated as of January 1, 2001, is to the Investment Management
Agreement made as of May 3, 1993 and amended and restated  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 the Manager and the Company wish to amend the 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:

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

          2. 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:/s/XXXXXXX X. XXXXXXX
                                               --------------------------------




                                            TEMPLETON INSTITUTIONAL FUNDS, INC.


                                            By:/s/XXXXXXX X. XXXXX
                                               --------------------------------