FORM OF AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

FORM OF

AMENDMENT TO

INVESTMENT MANAGEMENT AGREEMENT

This Amendment dated as of May 1, 2011, is to the Investment Management Agreement made as of the 1st day of May, 2007 and amended as of the 1st day of May, 2010 (the “Agreement”) by and between Xxxxxxxxx Asset Management Ltd., a U.S. registered investment adviser and a corporation organized under the laws of Singapore (the “Manager”) and Franklin Xxxxxxxxx Variable Insurance Products Trust, on behalf of Xxxxxxxxx Developing Markets Securities Fund (the “Fund”).

WITNESSETH:

WHEREAS, both the Manager and the Fund wish to amend Paragraph 4 of the Agreement; and

WHEREAS, the Board of Trustees of the Fund, including a majority of the Independent Trustees of the Fund present in person, approved the following amendment at a meeting called for such purpose on April 19, 2011.

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

The Fund agrees to pay to the Manager a monthly fee in dollars, at the annual rate of the Fund’s daily net assets, as listed below, payable at the end of each calendar month:

                              1.10%, up to and including $1 billion

                              1.05%, over $1 billion, up to and including $5 billion

                              1.00%, over $5 billion, to and including $10 billion

                              0.95%, over $10 billion, up to and including $15 billion

                              0.90%, over $15 billion, up to and including $20 billion

                              0.85%, over $20 billion

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

XXXXXXXXX ASSET MANAGEMENT LTD.

By:

Xxxxxxx X. XxXxxxx

Director

FRANKLIN XXXXXXXXX VARIABLE INSURANCE

PRODUCTS TRUST

By:

Xxxxxx X. Xxxxxxxx

Vice President and Assistant Secretary