0001741773-23-001336 Sample Contracts

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC SECOND AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • April 27th, 2023 • Franklin Templeton Variable Insurance Products Trust

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, if any, 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. This Agreement supersedes the Amended and Restated Transfer Agent and Shareholder Services Agreement between the parties.

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TERMINAL LINK AGREEMENT EXHIBIT A
Terminal Link Agreement • April 27th, 2023 • Franklin Templeton Variable Insurance Products Trust

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 27th, 2023 • Franklin Templeton Variable Insurance Products Trust

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), made as of the 31st day of March, 2023, by and between FRANKLIN ADVISERS, INC., a California corporation (“FAV”), and FRANKLIN TEMPLETON INSTITUTIONAL, LLC, a Delaware limited liability company (“FT Institutional”).

MASTER CUSTODY AGREEMENT EXHIBIT A
Master Custody Agreement • April 27th, 2023 • Franklin Templeton Variable Insurance Products Trust

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

FORM OF] SELLING AGREEMENT
Selling Agreement • April 27th, 2023 • Franklin Templeton Variable Insurance Products Trust

Franklin Distributors, LLC (“we” or “us”) invites you to participate in the distribution of shares of the Franklin Templeton investment companies (the “Funds”) for which we now or in the future serve as principal underwriter, subject to the terms of this Agreement. We will notify you from time to time of the Funds that are eligible for distribution and the terms of compensation under this Agreement. This Agreement supersedes any prior dealer or selling agreements between us, as stated in Section 21, below.

TEMPLETON FOREIGN VIP FUND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 27th, 2023 • Franklin Templeton Variable Insurance Products Trust

THIS INVESTMENT MANAGEMENT AGREEMENT, dated, May 1, 2022 is made between FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST, a Delaware statutory trust (the “Trust”), on behalf of TEMPLETON FOREIGN VIP FUND (the “Fund”), a series of the Trust, and TEMPLETON INVESTMENT COUNSEL, LLC, a Delaware limited liability company (the “Adviser”), and amends and restates the prior Amended and Restated Investment Management Agreement between the Trust, on behalf of the Fund, and the Adviser dated as of December 29, 2017.

Subadvisory Agreement
Subadvisory Agreement • April 27th, 2023 • Franklin Templeton Variable Insurance Products Trust

This SUB-ADVISORY AGREEMENT (the “Agreement”), made as of the 29th day of April 2022, by and between Franklin Advisers, Inc., a California corporation (“FAV”), and ClearBridge Investments, LLC, a Delaware limited liability company (the “Subadviser”).

FORM OF AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • April 27th, 2023 • Franklin Templeton Variable Insurance Products Trust

This Amendment, dated as of March 31, 2023, is to the Subadvisory Agreement dated as of May 1, 2019 by and between FRANKLIN ADVISERS, INC., a California corporation (“FAV”), and FRANKLIN TEMPLETON INSTITUTIONAL, LLC, a Delaware limited liability company (“FT Institutional”). as amended to date (the “Agreement”).

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