.. FUND ADMINISTRATION AGREEMENT
This Fund Administration Agreement (the "Agreement"), dated as of
[month, day & year], is by and between FRANKLIN XXXXXXXXX VARIABLE INSURANCE
PRODUCTS TRUST (the "Investment Company"), an investment company registered
under the Investment Company Act of 1940 ("1940 Act"), on behalf of FRANKLIN
XXXXXXXXX VIP FOUNDING FUNDS ALLOCATION FUND (the "Fund") and FRANKLIN XXXXXXXXX
SERVICES, LLC ("Administrator").
In consideration of the mutual agreements herein made, the parties
hereby agree as follows:
(1) The Administrator agrees, during the life of this Agreement, to
provide the following services to the Fund:
(a) providing office space, telephone, office equipment and supplies
for the Fund;
(b) providing trading desk facilities for the Fund, unless these
facilities are provided by an affiliate of the Administrator;
(c) authorizing expenditures and approving bills for payment on
behalf of the Fund;
(d) supervising preparation of periodic reports to shareholders,
notices of dividends, capital gains distributions and tax credits; and attending
to routine correspondence and other communications with individual shareholders
other than those handled by the Fund's shareholder servicing agent;
(e) coordinating the daily pricing of the Fund's investment
portfolio, including collecting quotations from pricing services engaged by the
Fund; providing fund accounting services, including preparing and supervising
publication of daily net asset value quotations, periodic earnings reports and
other financial data;
(f) monitoring relationships with organizations serving the Fund,
including custodians, transfer agents, public accounting firms, law firms,
printers and other third party service providers;
(g) supervising compliance by the Fund with recordkeeping
requirements under the federal securities laws, including the Investment Company
Act of 1940 (the "1940 Act"), and the rules and regulations thereunder,
supervising compliance with recordkeeping requirements imposed by state laws or
regulations, and maintaining books and records for the Fund (other than those
maintained by the custodian and transfer agent);
(h) preparing and filing of tax reports including the Fund's income
tax returns, and monitoring the Fund's compliance with subchapter M of the
Internal Revenue Code, provisions of the Code applicable to insurance company
separate accounts and other applicable tax laws and regulations;
(i) monitoring the Fund's compliance with 1940 Act and other federal
securities laws, and rules and regulations thereunder; state and foreign laws
and regulations applicable to the operation of investment companies funding
variable insurance products; the Fund's investment objectives, policies and
restrictions; and the Code of Ethics and other policies adopted by the
Investment Company's Board of Trustees ("Board") or by the Administrator and
applicable to the Fund;
(j) providing executive, clerical and secretarial personnel needed to
carry out the above responsibilities; and
(k) preparing regulatory reports, including without limitation,
NSARs, proxy statements, and U.S. and foreign ownership reports.
Nothing in this Agreement shall obligate the Investment Company or the Fund to
pay any compensation to the officers of the Investment Company. Nothing in this
Agreement shall obligate the Administrator to pay for the services of third
parties, including attorneys, auditors, printers, pricing services or others,
engaged directly by the Fund to perform services on behalf of the Fund.
(2) The Fund agrees to pay to the Administrator as compensation for such
services a monthly fee equal on an annual basis to 0.10% of the average daily
net assets of the Fund.
From time to time, the Administrator may waive all or a portion of its fees
provided for hereunder and such waiver shall be treated as a reduction in the
purchase price of its services. The Administrator shall be contractually bound
hereunder by the terms of any publicly announced waiver of its fee, or any
limitation of the affected Fund's expenses, as if such waiver or limitation were
fully set forth herein.
(3) This Agreement shall remain in full force and effect through for one
year after its execution and thereafter from year to year to the extent
continuance is approved annually by the Board of the Investment Company.
(4) This Agreement may be terminated by the Investment Company at any time on
sixty (60) days' written notice without payment of penalty, provided that such
termination by the Investment Company shall be directed or approved by the vote
of a majority of the Board of the Investment Company in office at the time or by
the vote of a majority of the outstanding voting securities of the Investment
Company (as defined by the 1940 Act); and shall automatically and immediately
terminate in the event of its assignment (as defined by the 1940 Act).
(5) In the absence of willful misfeasance, bad faith or gross negligence
on the part of the Administrator, or of reckless disregard of its duties and
obligations hereunder, the Administrator shall not be subject to liability for
any act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers.
FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST on behalf of
FRANKLIN XXXXXXXXX VIP FOUNDING FUNDS ALLOCATION FUND
By: ____________________________
Xxxxx X. Xxxxxxxx
Vice President & Secretary
FRANKLIN XXXXXXXXX SERVICES, LLC
By: ___________________________
Xxxxx X. Xxxxxx
Senior Vice President
