FUND ADMINISTRATION AGREEMENT
This Fund Administration Agreement (the
"Agreement"), dated as of April 4, 2008, is by and 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) monitoring the Fund for fixed percentage
allocation compliance among the Fund's investments in
underlying mutual funds, as determined by the Fund's
investment manager, and rebalancing the Fund's investments
in underlying mutual funds when the allocation balance is
below or above 3% of the fixed percentage;
(b) providing office space, telephone, office
equipment and supplies for the Fund;
(c) providing trading desk facilities for the
Fund, unless these facilities are provided by the Fund's
investment adviser;
(d) authorizing expenditures and approving
bills for payment on behalf of the Fund;
(e) 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;
(f) 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;
(g) monitoring relationships with organizations
serving the Fund, including custodians, transfer agents,
public accounting firms, law firms, printers and other
third party service providers;
(h) 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);
(i) 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;
(j) 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;
(k) providing executive, clerical and
secretarial personnel needed to carry out the above
responsibilities; and
(l) 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/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
Vice President & Secretary
FRANKLIN XXXXXXXXX SERVICES, LLC
By: /s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
President