FUND ADMINISTRATION AGREEMENT
AGREEMENT dated as of August 1, 2006 between FRANKLIN XXXXXXXXX
FUND ALLOCATOR SERIES, a Delaware business trust ("the Investment Company"),
on behalf of its series, Franklin Xxxxxxxxx 2015 Retirement Target Fund,
Franklin Xxxxxxxxx 2025 Retirement Target Fund, Franklin Xxxxxxxxx 2035
Retirement Target Fund and Franklin Xxxxxxxxx 2045 Retirement Target Fund
(each, a "Fund") and FRANKLIN XXXXXXXXX SERVICES, LLC (the "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 each 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 Shareholders,
notices of dividends, capital gains distributions and tax credits; and
attending to routine correspondence and other communications with individual
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 or Directors ("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 any 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) Neither the Investment Company nor any Fund shall be obligated to
pay the Administrator any cash consideration hereunder, it being understood
that the Administrator will collect fees for administrative services from the
Franklin Xxxxxxxxx Funds in which each Fund expects primarily to invest.
(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 2015 Retirement Target Fund
Franklin Xxxxxxxxx 2025 Retirement Target Fund
Franklin Xxxxxxxxx 2035 Retirement Target Fund
Franklin Xxxxxxxxx 2045 Retirement Target Fun
By: /s/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
Title: Vice President & Secretary
FRANKLIN XXXXXXXXX SERVICES, LLC
By: /s/ XXXXX X. XXXX
Xxxxx X. Xxxx
Title: Senior Vice President &
Chief Financial Officer
