ASSIGNMENT AND ASSUMPTION AGREEMENT
OF INVESTMENT MANAGEMENT AGREEMENT
This Assignment and Assumption Agreement is made as of July 25, 2001 by and
between Xxxxxxxxx Investment Counsel, LLC ("TICL"), a Delaware limited liability
company, and Franklin Advisers, Inc. ("FAI"), a California corporation.
WHEREAS, FAI is a registered investment adviser pursuant to the Investment
Advisers Act of 1940, as amended;
WHEREAS, Xxxxxxxxx Global Bond Managers ("TGBM"), a division of TICL,
provided the management services on behalf of TICL to Templeton Institutional
Funds, Inc. (the "Company") on behalf of its series of shares called Emerging
Fixed Income Markets Series pursuant to the Investment Management Agreement
dated as of February 21, 1997 and amended January 1, 2001, between TICL and the
Company (the "Agreement");
WHEREAS, TGBM consolidated with and into FAI and, therefore, FAI intends to
assume TICL's obligations under the Agreement; and
WHEREAS, the consolidation of TGBM with and into FAI does not result in a
change of control or management, and thus does not constitute an "assignment" of
the Agreement under the Investment Company Act of 1940, as amended.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Agreement previously in effect between the Company and TICL is
hereby assumed in its entirety by FAI, except that all references to TICL shall
be replaced with references to FAI.
2. FAI agrees to perform and be bound by all of the terms of the Agreement
and the obligations and duties of TICL thereunder.
3. The Agreement shall continue in full force and effect as set forth
therein for the remainder of its term.
IN WITNESS WHEREOF, the undersigned have executed this Assignment and
Assumption Agreement as of the date set forth above.
XXXXXXXXX INVESTMENT COUNSEL, LLC FRANKLIN ADVISERS, INC.
By:/s/XXXXXX X. XXXXXXXX By:/s/XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx
Vice President and Assistant Secretary Executive Vice President
ACKNOWLEDGED:
TEMPLETON INSTITUTIONAL FUNDS, INC.
By:/s/XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Vice President and Secretary
