Participation Agreement as of , 2009 Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. [Company] [Company Distributor] CONTENTSParticipation Agreement • November 24th, 2009 • 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:
NAME OF CORPORATION/TRUST] on behalf of [NAME OF FUND] INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • November 24th, 2009 • Franklin Resources Inc • Investment advice • California
THIS INVESTMENT MANAGEMENT AGREEMENT 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”).
Name Of Fund Or Trust] One Franklin Parkway San Mateo, California 94403-1906Franklin Resources Inc • November 24th, 2009 • Investment advice • California
We, [Name of Fund or Trust], (the “Fund”), [comprise of the series listed on Attachment A (each a “Fund”, and collectively, the “Funds”)] are a Delaware statutory trust operating as an open-end management investment company or “mutual fund”, which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). We desire to issue one or more series or classes of our authorized but unissued shares of capital stock or beneficial interest (the “Shares”) to authorized persons in accordance with applicable Federal and State securities laws. The Fund’s Shares may be made available in one or more separate series, each of which may have one or more classes.
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • November 24th, 2009 • Franklin Resources Inc • Investment advice • New York
FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENTAgent and Shareholder Services Agreement • November 24th, 2009 • Franklin Resources Inc • Investment advice • California
The parties to this Agreement are the Investment Company named above (“Investment Company”), an open-end investment company registered as such under the Investment Company Act of 1940 (“1940 Act”), on behalf of each class of shares of each series of the Investment Company which now exists or may hereafter be created (individually, a “Fund” and collectively, the “Funds”) and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC (“FTIS”), a registered transfer agent formerly known as Franklin Administrative Services, Inc. This Agreement supersedes prior Shareholder Services Agreements between the parties, as stated below in section 16(d).
Fund of Funds Subscription Agreement Franklin Templeton Variable Insurance Products Trust [name of acquiring variable insurance products fund of funds]Subscription Agreement • November 24th, 2009 • Franklin Resources Inc • Investment advice
This Fund of Funds Subscription Agreement (the “Agreement”), dated , 200 , by and between [name of acquiring variable insurance products fund of funds] (the “Acquiring Fund of Funds”), a registered management investment company investing in other management investment companies and existing under and by virtue of the laws of the State of , and Franklin Templeton Variable Insurance Products Trust (the “VIP Trust”), a business trust organized and existing under and by virtue of the laws of the State of Delaware (collectively, the “Parties”).
CUSTODY AGREEMENT FOR ACCOUNT ENTITLEDCustody Agreement • November 24th, 2009 • Franklin Resources Inc • Investment advice • New York
FUND ADMINISTRATION AGREEMENTFund Administration Agreement • November 24th, 2009 • Franklin Resources Inc • Investment advice
AGREEMENT dated as of between [NAME OF TRUST] (the “Investment Company”), a Delaware Statutory trust, on behalf of [NAME OF FUND (S)] (each, the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”).
SUBADVISORY AGREEMENT [NAME OF TRUST] (on behalf of the Name of Fund)Subadvisory Agreement • November 24th, 2009 • Franklin Resources Inc • Investment advice • California
THIS SUBADVISORY AGREEMENT made as of the by and between FRANKLIN ADVISERS, INC., a corporation organized and existing under the laws of the State of California (hereinafter called “FAV”), and TEMPLETON INVESTMENT COUNSEL, LLC, a Delaware limited liability company (hereinafter called “TIC, LLC”).
Participation Agreement Addendum as of [ ], 200 by and among Franklin Templeton Variable Insurance Products Trust Franklin Templeton Underwriters, Inc. [name of insurance company] [name of insurance company distributor]Participation Agreement • November 24th, 2009 • Franklin Resources Inc • Investment advice
Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin Templeton Distributors, Inc. (together with the Trust, “we” or “us”) and [name of insurance company] and [name of insurance company distributor] (altogether, “you”), on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated [date] (the “Agreement”). The parties now desire to supplement the Agreement in this Addendum (the “Addendum”). Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning as in this Addendum. Schedules to this Addendum supplement the Schedules in the Agreement that share the same identifying letter.
Administrative Services Agreement Franklin Templeton Services, LLC [Name of Insurance Company]Administrative Services Agreement • November 24th, 2009 • Franklin Resources Inc • Investment advice • California
THIS AGREEMENT, by and between Franklin Templeton Services, LLC (the “Fund Administrator”), and [ ] Insurance Company[, [ ] Insurance Company (each of which is referred to as] (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”).
