0001379491-12-000279 Sample Contracts

AMENDED AND RESTATED FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • April 26th, 2012 • Franklin Templeton Fund Allocator Series • California

This Agreement, dated as of February 28, 2012, is between FRANKLIN TEMPLETON FUND ALLOCATOR SERIES (the “Trust”), a Delaware statutory trust, on behalf of FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION FUND (the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”), and amends and restates the prior Fund Administration Agreement between the Trust on behalf of the Fund and Administrator.

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AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • April 26th, 2012 • 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 Foreign Custody Manager Agreement dated as of May 16, 2001.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 26th, 2012 • 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.

MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 26th, 2012 • 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.

Franklin Templeton Fund Allocator Series One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • April 26th, 2012 • 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 AGREEMENT
Investment Management Agreement • April 26th, 2012 • Franklin Templeton Fund Allocator Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT 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”).

AMENDED AND RESTATED FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • April 26th, 2012 • Franklin Templeton Fund Allocator Series • California

This Agreement, dated as of February 28, 2012, is between FRANKLIN TEMPLETON FUND ALLOCATOR SERIES (the “Trust”), a Delaware statutory trust, on behalf of FRANKLIN TEMPLETON CONSERVATIVE ALLOCATION FUND, FRANKLIN TEMPLETON MODERATE ALLOCATION FUND and FRANKLIN TEMPLETON GROWTH ALLOCATION FUND (each, the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”), and amends and restates the prior Fund Administration Agreement between the Trust on behalf of the Fund and Administrator.

SUBADVISORY AGREEMENT FRANKLIN TEMPLETON FUND ALLOCATOR SERIES on behalf of FRANKLIN TEMPLETON MULTI-ASSET REAL RETURN FUND
Subadvisory Agreement • April 26th, 2012 • Franklin Templeton Fund Allocator Series • California

THIS SUBADVISORY AGREEMENT made as of December 5, 2011 by and between FRANKLIN ADVISERS, INC., a corporation organized and existing under the laws of the State of California (“FAV”), and FRANKLIN TEMPLETON INSTITUTIONAL, LLC, a Delaware limited liability company (“FTI”).

AMENDED AND RESTATED FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • April 26th, 2012 • Franklin Templeton Fund Allocator Series • California

This Agreement, dated as of February 28, 2012, is between FRANKLIN TEMPLETON FUND ALLOCATOR SERIES (the “Trust”), a Delaware statutory trust, on behalf of FRANKLIN TEMPLETON 2015 RETIREMENT TARGET FUND, FRANKLIN TEMPLETON 2025 RETIREMENT TARGET FUND, FRANKLIN TEMPLETON 2035 RETIREMENT TARGET FUND and FRANKLIN TEMPLETON 2045 RETIREMENT TARGET FUND (each, the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”), and amends and restates the prior Fund Administration Agreement between the Trust on behalf of the Fund and Administrator.

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