0001379491-14-000373 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 28th, 2014 • Franklin Templeton Variable Insurance Products Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of May 1, 2013, is made between FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (the “Trust”), a Delaware statutory trust, on behalf of FRANKLIN LARGE CAP VALUE SECURITIES FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISORY SERVICES, 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 the Adviser, dated as of May 1, 2007.

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MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 28th, 2014 • 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.

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract For • April 28th, 2014 • Franklin Templeton Variable Insurance Products Trust • California

This Subcontract, dated as of May 1, 2013, is between Franklin Advisory Services, LLC, a Delaware limited liability company (the “Investment Manager”) and Franklin Templeton Services, LLC (“Administrator”).

FORM OF AMENDED SUBADVISORY AGREEMENT FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST on behalf of
Amended Subadvisory Agreement • April 28th, 2014 • Franklin Templeton Variable Insurance Products Trust • California

THIS AMENDED SUBADVISORY AGREEMENT made as of April 1, 2013 and amended as of April 1, 2014, by and between FRANKLIN ALTERNATIVE STRATEGIES ADVISERS, LLC, a Delaware limited liability company (hereinafter called “FASA”), and FRANKLIN TEMPLETON INVESTMENT MANAGEMENT LIMITED (“FTIML”), a corporation existing under the laws of the United Kingdom.

AMENDED AND RESTATED INVESTMENT management AGREEMENT
Franklin Templeton • April 28th, 2014 • Franklin Templeton Variable Insurance Products Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of May 1, 2013, is made between FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (the “Trust”), a Delaware statutory trust, on behalf of FRANKLIN STRATEGIC INCOME SECURITIES FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC. (the “Adviser”), a California corporation, 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, 2007.

FORM OF AMENDED SUBADVISORY AGREEMENT FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST on behalf of
Amended Subadvisory Agreement • April 28th, 2014 • Franklin Templeton Variable Insurance Products Trust • California

THIS AMENDED SUBADVISORY AGREEMENT made as of April 1, 2013 and amended as of April 1, 2014, by and between FRANKLIN ALTERNATIVE STRATEGIES ADVISERS, LLC, a Delaware limited liability company (hereinafter called “FASA”), and TEMPLETON ASSET MANAGEMENT LTD., a corporation organized under the laws of and based in Singapore (hereinafter called “TAML”).

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract For • April 28th, 2014 • Franklin Templeton Variable Insurance Products Trust • California

This Subcontract, dated as of May 1, 2013, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”) and Franklin Templeton Services, LLC (“Administrator”).

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • April 28th, 2014 • Franklin Templeton Variable Insurance Products Trust

This Assignment and Assumption Agreement is made as of April 1, 2014, by and between Franklin Advisers, Inc. (“FAV”) and Franklin Alternative Strategies Advisers, LLC (“FASA”), each a direct or indirect wholly-owned subsidiary of Franklin Resources, Inc.

TERMINAL LINK AGREEMENT
Terminal Link Agreement • April 28th, 2014 • 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.

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