FORM OF
                                  AMENDMENT TO
                            TRANSFER AGENT AGREEMENT


     This  Amendment  dated as of  January  1, 2001,  is to the  Transfer  Agent
Agreement made as of September 3, 1993 and subsequently  amended and restated on
February 21, 1997 (the "Agreement") by and between Franklin  Templeton  Investor
Services,  Inc., a U.S.  registered  investment adviser and Florida  corporation
(the "Transfer Agent") and Templeton Institutional Funds, Inc. (the "Company").

                                   WITNESSETH:

     WHEREAS,  both  Transfer  Agent and the Company  wish to amend the Transfer
Agent Agreement;

     WHEREAS,  the  Transfer  Agent  merged  into  FRANKLIN  TEMPLETON  INVESTOR
SERVICES,  LLC, a Delaware limited  liability  company,  a successor  entity, on
January 1, 2001;

     NOW,  THEREFORE,  in consideration of the foregoing  premises,  the parties
hereto agree as follows:

     1. Transfer  Agent's name is henceforth to be known as "Franklin  Templeton
Investor Services, LLC."

     2. All  references to the Transfer Agent being a "Florida  corporation"  in
the Agreement are hereby changed to a "Delaware limited liability company."

     IN WITNESS  WHEREOF,  this  Amendment  has been  executed on behalf of each
party as of the date set forth above.

                                    FRANKLIN TEMPLETON INVESTOR SERVICES, LLC


                                    By:_______________________________________
                                            Basil K. Fox, Jr.
                                            President

                                    TEMPLETON INSTITUTIONAL FUNDS, INC.


                                    By:_______________________________________
                                            Donald F. Reed
                                            President