0000038777-13-000227 Sample Contracts

NAME OF TRUST/CORPORATION] on behalf of [NAME OF FUND] FORM OF AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 12th, 2013 • Franklin Resources Inc • Investment advice • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of [__________ ___, 20___], is made between [NAME OF TRUST OR CORPORATION], a [Delaware statutory trust] (the “Trust”), on behalf of [NAME OF FUND] (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Adviser”), and amends and restates the prior Investment Management Agreement between the Trust, on behalf of the Fund, and the Adviser, dated as of [__________ ___, _____].

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Form of Participation Agreement as of __________, 20__ Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. [Company] [Company Distributor]
Participation Agreement • November 12th, 2013 • Franklin Resources Inc • Investment advice • California

As provided by Schedule C of the Agreement, this Notice proposes to Franklin Templeton Variable Insurance Products Trust, and Franklin/Templeton Distributors, Inc. the addition as of the offering date(s) listed below of the following Portfolios as additional investment options listed on Schedule C:

FORM OF SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Fund Administrative Services • November 12th, 2013 • Franklin Resources Inc • Investment advice • California

This Subcontract, dated as of [_________ ____, 20___], is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

FORM OF CUSTODY AGREEMENT FOR ACCOUNT ENTITLED
Franklin Resources Inc • November 12th, 2013 • Investment advice • New York
Form of Administrative Services Agreement
Administrative Services Agreement • November 12th, 2013 • Franklin Resources Inc • Investment advice • California

THIS AGREEMENT, by and between Franklin Templeton Services, LLC (the “Fund Administrator”), and [Name of Insurance Company] (the “Company”), concerning certain administrative services with respect to each series (“Fund” or “Funds”) of Franklin Templeton Variable Insurance Products Trust (the “Trust”), which Funds are specified in the Participation Agreement, as may be amended from time to time, among the Company, the Trust, and Franklin Templeton Distributors, Inc. (the “Underwriter”), among others, dated [____________] (the “Participation Agreement”).

FORM OF INVESTMENT MANAGEMENT AGREEMENT FOR SEPARATE ACCOUNT CLIENTS
Investment Management Agreement • November 12th, 2013 • Franklin Resources Inc • Investment advice • Florida

IMPORTANT NOTE: This is a sample investment management agreement for reference purposes only. It is not a binding agreement. The provisions in this document are subject to change including but not limited to changes that may be required due to the specific investment strategy that will be utilized.

FORM OF INVESTMENT MANAGEMENT WITH CUSTODY AGREEMENT
Franklin Resources Inc • November 12th, 2013 • Investment advice • New York
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