43638-1
Form N-SAR
Registrant: Franklin ▇▇▇▇▇▇▇▇▇
Variable Insurance Products Trust
Period ended June 30, 2006
Sub-item 77Q1. Exhibits. The following exhibits
are attached:
a) Amendment to Investment Advisory Agreement
dated January 1, 2001, between Franklin ▇▇▇▇▇▇▇▇▇
Variable Insurance Products Trust, on behalf of
▇▇▇▇▇▇▇▇▇ Foreign Securities Fund, and ▇▇▇▇▇▇▇▇▇
Investment Counsel, LLC effective as of May 1,
2006.
b) Amendment to Investment Advisory Agreement
dated April 1, 1999, between Franklin ▇▇▇▇▇▇▇▇▇
Variable Insurance Products Trust, on behalf of
Mutual Shares Securities Fund, and Franklin Mutual
Advisers, LLC effective as of May 1, 2006.
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of May 1, 2006, is to the
Investment Advisory Agreement made as of the 1st
day of January 2001, (the "Agreement") by and
between ▇▇▇▇▇▇▇▇▇ Foreign Securities Fund
(formerly known as ▇▇▇▇▇▇▇▇▇ International
Securities Fund), a series of Franklin ▇▇▇▇▇▇▇▇▇
Variable Insurance Products Trust, a
Massachusetts business trust (the "Fund"), and
▇▇▇▇▇▇▇▇▇ Investment Counsel, LLC (the
"Investment Adviser").
WITNESSETH:
WHEREAS, both the Investment Adviser and the
Fund wish to amend Paragraph 5 of the Agreement;
and
WHEREAS, the Board of Trustees of the Fund,
including a majority of the Independent Trustees
of the Fund present in person, approved the
following amendment at a meeting called for such
purpose on April 18, 2006.
NOW, THEREFORE, in consideration of the
foregoing premises, the parties hereto agree as
follows:
The Fund agrees to pay to the Investment
Adviser a monthly fee in dollars, at the annual
rate of the Fund's daily net assets, as listed
below, payable at the end of each calendar month:
0.750% of the value of net
assets up to and including
$200,000,000;
0.675% of the value of net
assets over $200,000,000 and
not over $1.3 billion;
0.600% of the value of net
assets over $1.3 billion and
not over $10 billion;
0.580% of the value of net
assets over $10 billion and
not over $15 billion;
0.560% of the value of net
assets over $15 billion and
not over $20 billion; and
0.540% of the value of net
assets in excess of $20
billion.
IN WITNESS WHEREOF, this Amendment has been
executed on behalf of each party as of the date
set forth above.
FRANKLIN ▇▇▇▇▇▇▇▇▇ VARIABLE
INSURANCE PRODUCTS TRUST on behalf of
▇▇▇▇▇▇▇▇▇ Foreign Securities Fund
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President and Secretary
▇▇▇▇▇▇▇▇▇ INVESTMENT COUNSEL, LLC
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
Senior Vice President &
Chief Financial Officer
Exhibit 77Q1 b)
Form N-SAR
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products
Trust
AMENDMENT TO
MANAGEMENT AGREEMENT
This Amendment dated as of May 1, 2006, is to the
Management Agreement made as of the 1st day of
April, 1999, as amended May 1, 2005, (the
"Agreement") by and between Mutual Shares
Securities Fund, a series of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Variable Insurance Products Trust, a
Massachusetts business trust (the "Fund"), and
Franklin Mutual Advisers, LLC (the "Investment
Adviser").
WITNESSETH:
WHEREAS, both the Investment Adviser and the
Fund wish to amend Paragraph 4A of the Agreement;
and
WHEREAS, the Board of Trustees of the Fund,
including a majority of the Independent Trustees
of the Fund present in person, approved the
following amendment at a meeting called for such
purpose on April 18, 2006.
NOW, THEREFORE, in consideration of the
foregoing premises, the parties hereto agree as
follows:
The Fund agrees to pay to the Investment
Adviser a monthly fee in dollars, at the annual
rate of the Fund's daily net assets, as listed
below, payable at the end of each calendar month:
0.600% of the value of net
assets up to and including $5
billion;
0.570% of the value of net
assets over $5 billion and not
over $10 billion;
0.550% of the value of net
assets over $10 billion and
not over $15 billion;
0.530% of the value of net
assets over $15 billion and
not over $20 billion; and
0.510% of the value of net
assets in excess of $20
billion.
IN WITNESS WHEREOF, this Amendment has been
executed on behalf of each party as of the date
set forth above.
FRANKLIN ▇▇▇▇▇▇▇▇▇ VARIABLE
INSURANCE PRODUCTS TRUST on behalf of
Mutual Shares Securities Fund
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President and Secretary
FRANKLIN MUTUAL ADVISERS, LLC
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
