FUND ADMINISTRATION AGREEMENT
This Fund Administration Agreement (the "Agreement"),
dated as of [month, day & year], is by and between FRANKLIN
▇▇▇▇▇▇▇▇▇ FUND ALLOCATOR SERIES (the "Investment Company"), an
investment company registered under the Investment Company Act of
1940 ("1940 Act"), on behalf of FRANKLIN ▇▇▇▇▇▇▇▇▇ DIVERSIFIED
INCOME FUND (the "Fund") and FRANKLIN ▇▇▇▇▇▇▇▇▇ SERVICES, LLC
("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 the 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
Fund shareholders, notices of dividends, capital gains
distributions and tax credits; and attending to routine
correspondence and other communications with individual Fund
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 ("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 the 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) The Fund agrees to pay to the Administrator as
compensation for such services a monthly fee equal on an annual
basis to 0.10% of the average daily net assets of the Fund.
From time to time, the Administrator may waive all or a portion
of its fees provided for hereunder and such waiver shall be
treated as a reduction in the purchase price of its services.
The Administrator shall be contractually bound hereunder by the
terms of any publicly announced waiver of its fee, or any
limitation of the affected Fund's expenses, as if such waiver or
limitation were fully set forth herein.
(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 ▇▇▇▇▇▇▇▇▇ FUND ALLOCATOR SERIES ON BEHALF OF
FRANKLIN ▇▇▇▇▇▇▇▇▇ DIVERSIFIED INCOME FUND
By: ____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President & Secretary
FRANKLIN ▇▇▇▇▇▇▇▇▇ SERVICES, LLC
By: ___________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President