0001379491-19-000194 Sample Contracts

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST on behalf of FRANKLIN ALLOCATION VIP FUND FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 23rd, 2019 • Franklin Templeton Variable Insurance Products Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of [__________], 2019, is made between FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN ALLOCATION VIP FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”).

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FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST on behalf of FRANKLIN SMALL CAP VALUE VIP FUND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 23rd, 2019 • Franklin Templeton Variable Insurance Products Trust • California

THIS AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT is made between FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (the “Trust”), a Delaware statutory trust, on behalf of FRANKLIN SMALL CAP VALUE VIP FUND (the “Fund”), a series of the Trust, and FRANKLIN MUTUAL ADVISERS, LLC (the “Adviser”), a Delaware limited liability company, and amends and restates the prior Investment Management Agreement between the Trust, on behalf of the Fund, and FRANKLIN ADVISORY SERVICES, LLC, dated as of May 1, 2014.

FORM OF SUBADVISORY AGREEMENT FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST On behalf of FRANKLIN ALLOCATION VIP FUND
Subadvisory Agreement • January 23rd, 2019 • Franklin Templeton Variable Insurance Products Trust • California

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), made as of the [__] day of [______] 2019, by and between FRANKLIN ADVISERS, INC., a California corporation (“FAV”), and FRANKLIN TEMPLETON INSTITUTIONAL, LLC, a Delaware limited liability company (“FT Institutional”).

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST on behalf of TEMPLETON DEVELOPING MARKETS VIP FUND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 23rd, 2019 • Franklin Templeton Variable Insurance Products Trust

THIS INVESTMENT MANAGEMENT AGREEMENT, dated May 1, 2018, is made between FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (the “Trust”), a Delaware statutory trust, on behalf of Templeton Developing Markets VIP Fund (the “Fund”), a series of the Trust, and TEMPLETON ASSET MANAGEMENT LTD. (the “Adviser”), a company organized under the laws of Singapore, and amends and restates the prior Investment Management Agreement between the Trust, on behalf of the Fund, and the Adviser dated as of May 1, 2011, and amended as of May 17, 2014.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Amended and Restated Agreement and Declaration of Trust • January 23rd, 2019 • Franklin Templeton Variable Insurance Products Trust • Delaware
FORM OF SUBADVISORY AGREEMENT FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST On behalf of FRANKLIN ALLOCATION VIP FUND
Subadvisory Agreement • January 23rd, 2019 • Franklin Templeton Variable Insurance Products Trust • California

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), made as of the [__] day of [______] 2019, by and between FRANKLIN ADVISERS, INC., a California corporation (“FAV”), and Templeton Global Advisors Limited, a Bahamian corporation (“Global Advisors”).

FORM OF SUB-ADVISORY AGREEMENT
Form of Sub-Advisory Agreement • January 23rd, 2019 • Franklin Templeton Variable Insurance Products Trust • California

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), made as of the 1st day of November 2017, by and between TEMPLETON ASSET MANAGEMENT LTD., a public company limited by shares incorporated in Singapore (“TAML”), and FRANKLIN TEMPLETON INVESTMENT MANAGEMENT LIMITED, a company limited by shares incorporated in England (“FTIML”).

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 23rd, 2019 • Franklin Templeton Variable Insurance Products Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of May 1, 2018, is made between FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (the “Trust”), a Delaware statutory trust, on behalf of FRANKLIN MUTUAL GLOBAL DISCOVERY VIP FUND and FRANKLIN MUTUAL SHARES VIP FUND (each, a “Fund”), series of the Trust, and FRANKLIN MUTUAL ADVISERS, LLC (the “Adviser”), a Delaware limited liability company, and amends and restates the prior Investment Management Agreement between the Trust, on behalf of each Fund, and the Adviser, dated as of May 1, 2014.

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