0001379491-15-000521 Sample Contracts

FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 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 • May 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 • May 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.

FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 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”).

FORM OF SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • May 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”).

TERMINAL LINK AGREEMENT
Terminal Link Agreement • May 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.

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