0001379491-14-000365 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 28th, 2014 • Templeton Institutional Funds • Delaware

AGREEMENT made as of May 1, 2014, between TEMPLETON INSTITUTIONAL FUNDS (hereinafter referred to as the "Trust"), on behalf of Foreign Equity Series (the "Fund"), and TEMPLETON INVESTMENT COUNSEL, LLC (hereinafter referred to as the "Manager"), and amends and restates the prior Investment Management Agreement between the Trust, on behalf of the Fund, and the Manager dated as of March 31, 2008.

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SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract For • April 28th, 2014 • Templeton Institutional Funds • California

This Subcontract, dated as of May 1, 2014, is between Templeton Investment Counsel, LLC (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Amended And • April 28th, 2014 • Templeton Institutional Funds • Delaware

Agreement made as of May 1, 2013, between TEMPLETON INSTITUTIONAL FUNDS (hereinafter referred to as the “Trust”), on behalf of Global Equity Series (the “Fund”), and Templeton Investment Counsel, LLC (hereinafter referred to as the “Manager”), and amends and restates the prior Investment Management Agreement between the Trust, on behalf of the Fund, and the Manager dated as of March 31, 2008.

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract For • April 28th, 2014 • Templeton Institutional Funds • California

This Subcontract, dated as of May 1, 2013, is between Templeton Investment Counsel, LLC, a Delaware limited liability company (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

FORM OF SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Fund Administrative Services • April 28th, 2014 • Templeton Institutional Funds • California

This Subcontract, dated as of May 1, 2014, is between Templeton Asset Management Ltd. (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

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