AMENDMENT TO
SUBADVISORY AGREEMENT
Templeton Institutional Funds, Inc.
(on behalf of Franklin ▇▇▇▇▇▇▇▇▇ Non-U.S. Core Equity Series)
This Amendment dated as of April 30, 2003, is to the Subadvisory Agreement
made as of the 10th day of May, 2002 (the "Agreement") by and between Franklin
▇▇▇▇▇▇▇▇▇ Asset Strategies, LLC, a U.S. registered investment adviser and
Delaware limited liability company (the "Manager") and Fiduciary International,
Inc., a U.S. registered investment adviser and New York corporation (the
"Subadvisor").
WITNESSETH:
WHEREAS, both the Manager and the Subadvisor wish to amend the Agreement;
WHEREAS, the Manager reorganized into FRANKLIN ▇▇▇▇▇▇▇▇▇ ALTERNATIVE
STRATEGIES, INC., a Delaware corporation, a successor entity, on April 30, 2003;
and
WHEREAS, Franklin ▇▇▇▇▇▇▇▇▇ Alternative Strategies, Inc. is under common
control with Franklin ▇▇▇▇▇▇▇▇▇ Asset Strategies, LLC, and the Board of
Directors of Templeton Institutional Funds, Inc. has determined that the
reorganization will not result in an assignment of the Agreement under the
Investment Company Act of 1940, as amended.
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 "Franklin ▇▇▇▇▇▇▇▇▇
Alternative Strategies, Inc."
2. All references to the Manager being a "Delaware limited liability
company" in the Agreement are hereby changed to "Delaware corporation."
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.
FRANKLIN ▇▇▇▇▇▇▇▇▇ ALTERNATIVE STRATEGIES, INC.
By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
TEMPLETON INSTITUTIONAL FUNDS, INC.
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President and Assistant Secretary
