0001379491-15-000326 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 27th, 2015 • Templeton Institutional Funds • Delaware

AGREEMENT made as of May 1, 2014, between TEMPLETON INSTITUTIONAL FUNDS (hereinafter referred to as the "Trust"), on behalf of Emerging Markets Series (the "Fund"), and TEMPLETON ASSET MANAGEMENT LTD., a U.S. registered investment adviser and a corporation organized under the laws of Singapore (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, and amended as of May 1, 2010 and May 1, 2011.

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FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Templeton Institutional Funds • April 27th, 2015 • 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).

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 27th, 2015 • Templeton Institutional Funds

This Amendment dated as of November 1, 2014, is to the Investment Management Agreement made as of May 1, 2013 (the “Agreement”) by and between Templeton Investment Counsel, LLC, a U.S. registered investment adviser and a limited liability company organized under the laws of Delaware (the “Manager”) and Templeton Institutional Funds, on behalf of Global Equity Series (the “Fund”).

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