0001379491-16-002283 Sample Contracts

MASTER CUSTODY AGREEMENT
Master Custody Agreement • February 4th, 2016 • 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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TERMINAL LINK AGREEMENT
Terminal Link Agreement • February 4th, 2016 • 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 • February 4th, 2016 • 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.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 4th, 2016 • Franklin Fund Allocator Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of February 5, 2016, 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”).

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • February 4th, 2016 • Franklin Fund Allocator Series • California

This Subcontract, dated as of February 5, 2016, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 4th, 2016 • Franklin Fund Allocator Series • California

This SUB-ADVISORY AGREEMENT (the “Agreement”), made as of February 5, 2016, by and between FRANKLIN ADVISERS, INC. (“FAV”), a California corporation, and K2/D&S MANAGEMENT CO., L.L.C. (“K2”), a Delaware limited liability company.

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 4th, 2016 • Franklin Fund Allocator Series • California

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), made as of February 5, 2016, by and between FRANKLIN ADVISERS, INC., a California corporation (“FAV”), and FRANKLIN TEMPLETON INVESTMENTS CORP., an Ontario corporation (“FTIC”).

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