0001379491-10-000142 Sample Contracts

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • March 2nd, 2010 • Templeton Institutional Funds • California

The parties to this Agreement are the Investment Company named above (“Investment Company”), an open-end investment company registered as such under the Investment Company Act of 1940 (“1940 Act”), on behalf of each class of shares of each series of the Investment Company which now exists or may hereafter be created (individually, a “Fund” and collectively, the “Funds”) and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC (“FTIS”), a registered transfer agent formerly known as Franklin Administrative Services, Inc. This Agreement supersedes prior Shareholder Services Agreements between the parties, as stated below in section 16(d).

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FORM OF AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 2nd, 2010 • Templeton Institutional Funds

This Amendment dated as of May 1, 2010, is to the Investment Management Agreement made as of the 31st day of March, 2008 (the “Agreement”) by and between Templeton Asset Management Ltd., a U.S. registered investment adviser and a corporation organized under the laws of Singapore (the “Manager”) and Templeton Institutional Funds, on behalf of Emerging Markets Series (the “Fund”).

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