0001379491-19-003827 Sample Contracts

TERMINAL LINK AGREEMENT EXHIBIT A (Effective as of June 3, 2019)
Terminal Link Agreement • August 16th, 2019 • 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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AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • August 16th, 2019 • Franklin Fund Allocator Series

This Amendment is dated as of the 3rd day of June, 2019, by and between Each of the Investment Companies Listed on Schedule 1 hereto for itself and for Each of its Series listed on Schedule 1 hereto (the “Client”), and The Bank of New York Mellon (formerly The Bank of New York) (the “Custodian”).

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC FORM OF TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • August 16th, 2019 • Franklin Fund Allocator Series • California

The parties to this Agreement are the Investment Company named above ("Investment Company"), an open-end investment company registered as such under the Investment Company Act of 1940 ("1940 Act"), on behalf of each series of the Investment Company listed on Exhibit A hereto as such Schedule may be amended from time to time (individually, a "Fund" and collectively, the "Funds") and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC ("FTIS"), a registered transfer agent.

Franklin fund allocator SERIES on behalf of FRANKLIN U.S. CORE EQUITY (IU) FUND FRANKLIN INTERNATIONAL CORE EQUITY (IU) FUND FRANKLIN EMERGING MARKET CORE EQUITY (IU) FUND FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 16th, 2019 • Franklin Fund Allocator Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of June __, 2019, is made between FRANKLIN FUND ALLOCATOR SERIES, a Delaware statutory trust (the “Trust”), on behalf of each of Franklin U.S. Core Equity (IU) Fund, Franklin International Core Equity (IU) Fund, and Franklin Emerging Market Core Equity (IU) Fund (each a “Fund” and, together, the “Funds”), each a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”).

Franklin Templeton Fund Allocator Series One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • August 16th, 2019 • Franklin 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.

FROM OF SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • August 16th, 2019 • Franklin Fund Allocator Series • California

This Subcontract, dated as of [_________], is between Franklin Advisers, Inc. (the “Investment Manager”), and Franklin Templeton Services, LLC (the “Administrator”).

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