FORM OF
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       OF INVESTMENT MANAGEMENT AGREEMENT

                  This Assignment and Assumption Agreement is made as of by and
between Franklin Templeton Asset Strategies, LLC ("FTAS, LLC"), a Delaware
limited liability company, and Franklin Templeton Alternative Strategies, Inc.
("FTAS, Inc"), a Delaware corporation.

                  WHEREAS, FTAS, Inc. is a registered investment adviser
pursuant to the Investment Advisers Act of 1940, as amended, which assumed the
investment adviser registration of FTAS, LLC;

                  WHEREAS, FTAS LLC, provided the management services to
Franklin Templeton Non-U.S. Core Equity Series, a series of Templeton
Institutional Funds, Inc. (the "Company") pursuant to the Investment Management
Agreement dated May 10, 2002 between FTAS, LLC and the Company (the
"Agreement");

                  WHEREAS, FTAS, LLC reorganized into FTAS, Inc. and, therefore,
FTAS, Inc. intends to assume FTAS, LLC's obligations under the Agreement; and

                  WHEREAS, the reorganization of FTAS, LLC with and into FTAS,
Inc. does not result in a change of control or management, and thus does not
constitute an "assignment" of the Agreement under the Investment Company Act of
1940, as amended.

                  NOW, THEREFORE, the parties hereto agree as follows:

                  1. The Agreement previously in effect between the Company and
FTAS, LLC is hereby assumed in its entirety by FTAS, Inc., except that all
references to FTAS, LLC shall be replaced with references to FTAS, Inc.

                  2. FTAS, Inc. agrees to perform and be bound by all of the
terms of the Agreement and the obligations and duties of FTAS, LLC thereunder.

                  3. The Agreement shall continue in full force and effect as
set forth therein for the remainder of its term.

                  IN WITNESS WHEREOF,  the undersigned  have executed this
Assignment and Assumption  Agreement s of the date set forth above.

FRANKLIN TEMPLETON ASSET STRATEGIES, LLC         FRANKLIN TEMPLETON ALTERNATIVE


                                                 STRATEGIES, INC.

By:_____________________________________         By:__________________________
   Name                                             Name
   Title                                            Title



ACKNOWLEDGED:

TEMPLETON INSTITUTIONAL FUNDS, INC.



By:________________________________________
   Barbara J. Green
   Vice President and Secretary