0001379491-15-001076 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 28th, 2015 • Franklin Fund Allocator Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of June 1, 2015, is made between FRANKLIN FUND ALLOCATOR SERIES, a Delaware statutory trust (the “Trust”), on behalf of Franklin Payout 2022 Fund and Franklin Payout 2023 Fund (the “Funds”), series of the Trust, and FRANKLIN ADVISERS, INC. (the “Adviser”) a California corporation.

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MASTER CUSTODY AGREEMENT
Master Custody Agreement • September 28th, 2015 • Franklin 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.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • September 28th, 2015 • Franklin 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.

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • September 28th, 2015 • Franklin Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Foreign Custody Manager Agreement dated as of May 16, 2001.

TERMINAL LINK AGREEMENT
Terminal Link Agreement • September 28th, 2015 • Franklin 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.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 28th, 2015 • Franklin Fund Allocator Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of June 1, 2015, is made between FRANKLIN FUND ALLOCATOR SERIES, a Delaware statutory trust (the “Trust”), on behalf of each of its series listed on Exhibit A hereto (each, a “Fund,” and together, the “Funds”), and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”).

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Fund Administrative Services • September 28th, 2015 • Franklin Fund Allocator Series • California

This Subcontract, dated as of May 1, 2015, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • September 28th, 2015 • Franklin Fund Allocator Series • California

This Subcontract, dated as of June 1, 2015, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

FRANKLIN FUND ALLOCATOR SERIES
Investment Management and Asset Allocation Agreement • September 28th, 2015 • Franklin Fund Allocator Series • California

This INVESTMENT MANAGEMENT and ASSET ALLOCATION AGREEMENT (“Agreement”), dated as of May 1, 2015, is made between FRANKLIN FUND ALLOCATOR SERIES, a Delaware business trust (the “Trust”), on behalf of the series named above (the “Fund”), and FRANKLIN ADVISERS, INC., a California corporation, (the “Adviser”).

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract For • September 28th, 2015 • Franklin Fund Allocator Series • California

This Subcontract, dated as of May 1, 2013, and amended as of May 1, 2014, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

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