0001379491-11-001200 Sample Contracts

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • December 15th, 2011 • Franklin Templeton Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Amendment dated May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996.

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Franklin Templeton Fund Allocator Series One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • December 15th, 2011 • Franklin Templeton Fund Allocator Series • California

We, Franklin Templeton Fund Allocator Series, (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 AGREEMENT
Investment Management Agreement • December 15th, 2011 • Franklin Templeton Fund Allocator Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT is made between FRANKLIN TEMPLETON FUND ALLOCATOR SERIES, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN TEMPLETON MULTI-ASSET REAL RETURN FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”).

Fund Administration Agreement
Fund Administration Agreement • December 15th, 2011 • Franklin Templeton Fund Allocator Series

This Fund Administration Agreement (the “Agreement”), dated as of May 1, 2011, is by and between FRANKLIN TEMPLETON FUND ALLOCATOR SERIES (the “Investment Company”), an investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”), on behalf of FRANKLIN TEMPLETON COREFOLIO ALLOCATION FUND (the “Fund”) and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”).

SUBADVISORY AGREEMENT FRANKLIN TEMPLETON FUND ALLOCATOR SERIES on behalf of FRANKLIN TEMPLETON MULTI-ASSET REAL RETURN FUND
Subadvisory Agreement • December 15th, 2011 • Franklin Templeton Fund Allocator Series • California

THIS SUBADVISORY AGREEMENT made as of December __, 2011 by and between FRANKLIN ADVISERS, INC., a corporation organized and existing under the laws of the State of California (“FAV”), and FRANKLIN TEMPLETON INSTITUTIONAL, LLC, a Delaware limited liability company (“FTI”).

FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • December 15th, 2011 • Franklin Templeton Fund Allocator Series

AGREEMENT dated as of _____________ between FRANKLIN TEMPLETON FUND ALLOCATOR SERIES (the “Investment Company”), a Delaware Statutory trust, on behalf of FRANKLIN TEMPLETON MULTI-ASSET REAL RETURN FUND (the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”).

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