0001379491-13-000997 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 27th, 2013 • Franklin Templeton Fund Allocator Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of May 1, 2013, 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”), and amends and restates the prior Investment Management Agreement between the Trust, on behalf of the Fund, and the Manager, dated as of December 5, 2011.

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AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • September 27th, 2013 • 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.

TERMINAL LINK AGREEMENT
Terminal Link Agreement • September 27th, 2013 • 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 Master Custody Agreement dated as of February 16, 1996.

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract For • September 27th, 2013 • Franklin Templeton Fund Allocator Series • 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”).

Franklin Templeton Fund Allocator Series One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • September 27th, 2013 • 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 and ASSET ALLOCATION AGREEMENT
Asset Allocation Agreement • September 27th, 2013 • Franklin Templeton Fund Allocator Series • California

This INVESTMENT MANAGEMENT and ASSET ALLOCATION AGREEMENT (“Agreement’), dated as of May 1, 2013, is made between FRANKLIN TEMPLETON FUND ALLOCATOR SERIES, a Delaware business trust (the “Trust”), on behalf of each of its series named above (the “Funds”), and FRANKLIN ADVISERS, INC., a California corporation, (the “Adviser”), and amends and restates the prior Investment Advisory and Asset Allocation Agreement between the Trust, on behalf of the Funds, and the Adviser, dated as of November 19, 1995.

FRANKLIN TEMPLETON FUND ALLOCATOR SERIES
Franklin Templeton Fund Allocator • September 27th, 2013 • Franklin Templeton Fund Allocator Series • California

This INVESTMENT MANAGEMENT and ASSET ALLOCATION AGREEMENT (“Agreement”), dated as of June 3, 2013, is made between FRANKLIN TEMPLETON FUND ALLOCATOR SERIES, a Delaware business trust (the “Trust”), on behalf of each of its series named above (the “Funds”), and FRANKLIN ADVISERS, INC., a California corporation, (the “Adviser”).

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract For • September 27th, 2013 • Franklin Templeton Fund Allocator Series • California

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

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract For • September 27th, 2013 • Franklin Templeton Fund Allocator Series • 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”).

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