F
FUND ADMINISTRATION AGREEMENT
AGREEMENT dated as of August 2, 2004 between FRANKLIN
XXXXXXXXX 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 XXXXXXXXX
PERSPECTIVES ALLOCATION FUND (the "Fund"), and Franklin Xxxxxxxxx
Services, LLC ("Administrator").
In consideration of the mutual agreements herein made,
the parties hereby agree as follows:
(1) The Administrator agrees, during the life of this
Agreement, to provide the following services to the Fund:
(a) providing office space, telephone, office equipment
and supplies for the Fund;
(b) providing trading desk facilities for the Fund,
unless these facilities are provided by the Fund's investment
adviser;
(c) authorizing expenditures and approving bills for
payment on behalf of the Fund;
(d) supervising preparation of periodic reports to Fund
shareholders, notices of dividends, capital gains distributions and
tax credits; and attending to routine correspondence and other
communications with individual Fund shareholders when asked to do
so by the Fund's shareholder servicing agent or other agents of the
Fund;
(e) coordinating the daily pricing of the Fund's
investment portfolio, including collecting quotations from pricing
services engaged by the Fund; providing fund accounting services,
including preparing and supervising publication of daily net asset
value quotations, periodic earnings reports and other financial
data;
(f) monitoring relationships with organizations serving
the Fund, including custodians, transfer agents, public accounting
firms, law firms, printers and other third party service providers;
(g) supervising compliance by the Fund with
recordkeeping requirements under the federal securities laws,
including the 1940 Act, and the rules and regulations thereunder,
supervising compliance with recordkeeping requirements imposed by
state laws or regulations, and maintaining books and records for
the Fund (other than those maintained by the custodian and transfer
agent);
(h) preparing and filing of tax reports including the
Fund's income tax returns, and monitoring the Fund's compliance
with subchapter M of the Internal Revenue Code, and other
applicable tax laws and regulations;
(i) monitoring the Fund's compliance with 1940 Act and
other federal securities laws, and rules and regulations
thereunder; state and foreign laws and regulations applicable to
the operation of investment companies; the Fund's investment
objectives, policies and restrictions; and the Code of Ethics and
other policies adopted by the Investment Company's Board of
Trustees ("Board") or by the Adviser and applicable to the Fund;
(j) providing executive, clerical and secretarial
personnel needed to carry out the above responsibilities; and
(k) preparing regulatory reports, including without
limitation, NSARs, proxy statements, and U.S. and foreign ownership
reports.
Nothing in this Agreement shall obligate the Investment Company or
the Fund to pay any compensation to the officers of the Investment
Company. Nothing in this Agreement shall obligate the
Administrator to pay for the services of third parties, including
attorneys, auditors, printers, pricing services or others, engaged
directly by the Fund to perform services on behalf of the Fund.
(2) The Fund agrees to pay to the Administrator as
compensation for such services a monthly fee equal on an annual
basis to 0.10% of the average daily net assets of the Fund.
From time to time, the Administrator may waive all or a portion of
its fees provided for hereunder and such waiver shall be treated as
a reduction in the purchase price of its services. The
Administrator shall be contractually bound hereunder by the terms
of any publicly announced waiver of its fee, or any limitation of
the affected Fund's expenses, as if such waiver or limitation were
fully set forth herein.
(3) This Agreement shall remain in full force and effect
through for one year after its execution and thereafter from year
to year to the extent continuance is approved annually by the Board
of the Investment Company.
(4) This Agreement may be terminated by the Investment
Company at any time on sixty (60) days' written notice without
payment of penalty, provided that such termination by the
Investment Company shall be directed or approved by the vote of a
majority of the Board of the Investment Company in office at the
time or by the vote of a majority of the outstanding voting
securities of the Investment Company (as defined by the 1940 Act);
and shall automatically and immediately terminate in the event of
its assignment (as defined by the 1940 Act).
(5) In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Administrator, or of reckless
disregard of its duties and obligations hereunder, the
Administrator shall not be subject to liability for any act or
omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers.
Franklin Xxxxxxxxx Fund Allocator Series on behalf of
Franklin Xxxxxxxxx Perspectives Allocation Fund
By: /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Vice President & Secretary
Franklin Xxxxxxxxx Services, LLC
By: /s/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx
Vice President, Controller &
Principal Accounting Officer