485BPOS 1 filing1818.htm PRIMARY DOCUMENT

 

As filed with the U.S. Securities and Exchange Commission on July 27, 2017.

 

File Nos.

333-13601

811-07851

 

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Pre-Effective Amendment No.

 

[ ]

 

Post-Effective Amendment No.

69

[X]

 

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 

Amendment No.

77

[X]

 

FRANKLIN FUND ALLOCATOR SERIES

(Exact Name of Registrant as Specified in Charter)

 

ONE FRANKLIN PARKWAY, SAN MATEO, CA  94403-1906

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's Telephone Number, Including Area Code (650) 312-2000

 

CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA  94403-1906

(Name and Address of Agent for Service of Process)

 

Approximate Date of Proposed Public Offering:

 

It is proposed that this filing will become effective (check appropriate box)

 

[ ]

immediately upon filing pursuant to paragraph (b)

[X]

on August 1, 2017 pursuant to paragraph (b)

[ ]

60 days after filing pursuant to paragraph (a)(1)

[ ]

on (date) pursuant to paragraph (a)(1)

[ ]

75 days after filing pursuant to paragraph (a)(2)

[ ]

on (date) pursuant to paragraph (a)(2) of rule 485

 

If appropriate, check the following box:

 

[ ]

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

This Post-Effective Amendment (Amendment) to the Registrant’s registration statement on Form N-1A (Amendment) is being filed pursuant to 485(a)(b) under the Securities Act of 1933 (1933 Act) and the Investment Company Act of 1940 to amend and supplement Post-Effective Amendment No. 66/68 to the Registrant's registration statement on Form N-1A (PEA 66/68) filed on April 27, 2017 (Accession No. 0001379491-17-002403) as it relates only to the prospectuses (Part A) and statements of additional information (SAI) (Part B) of the Franklin Corefolio Allocation Fund and Franklin Founding Funds Allocation Fund, each a series of Registrant (Funds).  The prospectuses and SAIs of the Funds, as filed in PEA 66/68, are incorporated into this Amendment by reference.  This Amendment is being filed to register an additional class of shares for the Fund under the 1933 Act.  This Amendment does not otherwise delete, amend or supersede any other information relating to any other series of the Registrant.

       

 

FAS2 P1 08/17

SUPPLEMENT DATED AUGUST 1, 2017

TO THE PROSPECTUS DATED MAY 1, 2017

OF

EACH OF THE LISTED FUNDS

Franklin fund allocator SerieS

Franklin Founding Funds Allocation Fund

Franklin Corefolio Allocation Fund

The prospectus is amended as follows:

I. The Franklin Founding Funds Allocation Fund and Franklin Corefolio Allocation Fund (each, a “Fund” and together, the “Funds”) will begin offering Class R6 shares on or about August 1, 2017.  Therefore, on or about August 1, 2017, each Fund will offer five classes of shares, Class A, Class C, Class R, Class R6 and Advisor Class shares.

II. The table listing the Fund’s classes on the cover of the prospectus is replaced with the following:

 

Class A

Class C

Class R

Class R6

Advisor Class

Franklin Founding Funds Allocation Fund

FFALX

FFACX

FFARX

Pending

FFAAX

Franklin Corefolio Allocation Fund

FTCOX

FTCLX

Pending

Pending

FCAZX

III. The following replaces the second paragraph in the “Fund Summaries – Franklin Founding Funds Allocation Fund – Fees and Expenses of the Fund” section of the prospectus beginning on page 2:

Please note that the tables and examples below do not reflect any transaction fees that may be charged by financial intermediaries, or commissions that a shareholder may be required to pay directly to its financial intermediary when buying or selling Class R6 and Advisor Class shares.

IV. The following charts are added to the “Shareholder Fees” table, “Annual Fund Operating Expenses” table and “Example” table, respectively, in the “Fund Summaries – Franklin Founding Funds Allocation Fund – Fees and Expenses of the Fund” section of the prospectus beginning on page 2:

Shareholder Fees

(fees paid directly from your investment)

 

Class R61

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)

None

Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)

None

1. The Fund began offering Class R6 shares on August 1, 2017.

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

   

Class R6

Management fees 

None

Distribution and service (12b-1) fees 

None

Other expenses1 

0.06%

Acquired fund fees and expenses2

0.58%

Total annual Fund operating expenses2 

0.64%

1. The Fund began offering Class R6 shares on August 1, 2017.  Other expenses for Class R6 are based on estimated amounts for the current fiscal year.

2. Total annual Fund operating expenses differ from the ratio of expenses to average net assets shown in the Financial Highlights, which reflect the operating expenses of the Fund and do not include acquired fund fees and expenses.

 

 

1 Year

3 Years

5 Years

10 Years

Class R6

$65

$205

$357

$798

1

 


 

V. The following is added below the “Fund Summaries – Franklin Founding Funds Allocation Fund Performance – Average Annual Total Returns” table on page 8 of the prospectus:

Performance information for Class R6 shares is not shown because it had not commenced operations as of the date of this prospectus.

VI. In the “Fund Summaries – Franklin Founding Funds Allocation Fund” section, the paragraph under “Purchase and Sale of Fund Shares” on page 8 of the prospectus is replaced with the following:

You may purchase or redeem shares of the Fund on any business day online through our website at franklintempleton.com, by mail (Franklin Templeton Investor Services, P.O. Box 997151, Sacramento, CA 95899-7151), or by telephone at (800) 632-2301. For Class A, C, and R, the minimum initial purchase for most accounts is $1,000 (or $50 under an automatic investment plan). Class R6 and Advisor Class are only available to certain qualified investors and the minimum initial investment will vary depending on the type of qualified investor, as described under "Your Account — Choosing a Share Class — Qualified Investors — Class R6" and "— Advisor Class" in the Fund's prospectus. There is no minimum investment for subsequent purchases.

VII. The following replaces the second paragraph in the “Fund Summaries – Franklin Corefolio Allocation Fund – Fees and Expenses of the Fund” section of the prospectus beginning on page 10:

Please note that the tables and examples below do not reflect any transaction fees that may be charged by financial intermediaries, or commissions that a shareholder may be required to pay directly to its financial intermediary when buying or selling Class R6 and Advisor Class shares.

 

VIII. The following charts are added to the “Shareholder Fees” table, “Annual Fund Operating Expenses” table and “Example” table, respectively, in the “Fund Summaries – Franklin Corefolio Allocation Fund – Fees and Expenses of the Fund” section of the prospectus beginning on page 10:

 

Shareholder Fees

(fees paid directly from your investment)

 

Class R61

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)

None

Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)

None

1. The Fund began offering Class R6 shares on August 1, 2017.

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

   

Class R6

Management fees 

None

Distribution and service (12b-1) fees 

None

Other expenses1 

0.07%

Acquired fund fees and expenses2

0.59%

Total annual Fund operating expenses2 

0.66%

1. The Fund began offering Class R6 shares on August 1, 2017.  Other expenses for Class R6 are based on estimated amounts for the current fiscal year.

2. Total annual Fund operating expenses differ from the ratio of expenses to average net assets shown in the Financial Highlights, which reflect the operating expenses of the Fund and do not include acquired fund fees and expenses.

 

 

1 Year

3 Years

5 Years

10 Years

Class R6

$67

$211

$368

$822

IX. The following is added below the “Fund Summaries – Franklin Corefolio Allocation Fund Performance – Average Annual Total Returns” table on page 15 of the prospectus:

Performance information for Class R6 shares is not shown because it had not commenced operations as of the date of this prospectus.

X. In the “Fund Summaries – Franklin Corefolio Allocation Fund” section, the paragraph under “Purchase and Sale of Fund Shares” on page 16 of the prospectus is replaced with the following:

You may purchase or redeem shares of the Fund on any business day online through our website at franklintempleton.com, by mail (Franklin Templeton Investor Services, P.O. Box 997151, Sacramento, CA 95899-7151), or by telephone at (800) 632-2301. For Class A, C, and R, the minimum initial purchase for most accounts is $1,000 (or $50 under an automatic investment plan). Class R6 and Advisor Class are only available to certain qualified investors and the minimum initial investment will vary depending on the type of qualified investor, as described under "Your Account — Choosing a Share Class — Qualified Investors — Class R6" and "— Advisor Class" in the Fund's prospectus. There is no minimum investment for subsequent purchases.

2

 


 

XI. The first table of the “Your Account – Choosing a Share Class” section on page 43 is replaced with the following:

Class A 

Class C 

Class R

Class R6 

Advisor Class 

Initial sales charge of 5.75% or less 

No initial sales charge 

No initial sales charge 

See "Qualified Investors - Class R6" below 

See "Qualified Investors - Advisor Class" below 

Deferred sales charge of 1% on purchases of $1 million or more sold within 18 months 

Deferred sales charge of 1% on shares you sell within 12 months 

Deferred sales charge is not applicable

 

 

Lower annual expenses than Class C or R due to lower distribution fees 

Higher annual expenses than Class A due to higher distribution fees 

Higher annual expenses than Class A due to higher distribution fees (lower than Class C)

 

 

The Funds began offering Class R6 shares on August 1, 2017.

XII. The following is added to the “Your Account – Choosing a Share Class” section beginning on page 43:

Qualified Investors - Class R6

Class R6 shares are available to the following investors:

  • Employer Sponsored Retirement Plans where plan level or omnibus accounts are held on the books of Franklin Templeton Investor Services.
  • Endowments; foundations; local, city and state governmental institutions; corporations; non-profit organizations that are organized as corporations; and insurance companies, (collectively “institutional investors”) when purchasing directly from a Fund. The minimum initial investment for institutional investors is $1,000,000 per Fund.
  • Unaffiliated U.S. registered mutual funds, including those that operate as "fund of funds."
  • Other Franklin Templeton funds and funds for which Franklin Templeton investment managers provide advisory or subadvisory services.

·         Intermediaries that execute an addendum to their selling agreement acknowledging that they are acting exclusively as agents of their clients in transacting in Class R6 shares.

  • Advisory Fee Programs.  A registered broker-dealer, investment advisor, trust company, bank, or other financial intermediary (referred to as a “Sponsor”) that has an agreement with Distributors authorizing the sale of Fund shares and that acquires shares of the Fund for its clients in connection with a comprehensive fee or other advisory fee arrangement for which the client pays the Sponsor a fee for investment advisory services. No minimum initial investment.

XIII. The following section is added to the “Your Account – Exchanging Shares – Exchange Privilege” section on page 61:

Class R6

You can exchange your Class R6 shares for Class R6 shares of other Franklin Templeton funds. You also may exchange your Class R6 shares for Advisor Class shares of a fund that does not currently offer Class R6 shares.

XIV. For all Funds, the following replaces the “Your Account – Account Policies – Dealer Compensation – Other dealer and financial intermediary compensation” section beginning on page 73:

Purchases of Certain Share Classes through Financial Intermediaries (Class R6 and Advisor Class) There are no associated sales charges or Rule 12b-1 distribution and service fees for the purchase of Class R6 and Advisor Class shares.  However, pursuant to SEC guidance, certain financial intermediaries acting as agents on behalf of their customers may directly impose on shareholders sales charges or transaction fees determined by the financial intermediary related to the purchase of these shares.  These charges and fees are not disclosed in this prospectus.  You should consult with your financial advisor or visit your financial intermediary’s website for more information.

The Fund’s service providers also may pay financial intermediaries for marketing support and other related services as disclosed below for Advisor Class shares, but not for Class R6 shares.  These payments may create a conflict of interest by influencing the financial intermediary and your salesperson to recommend one share class over another. There is some uncertainty concerning whether marketing support or other similar payments may be made or received in connection with Advisor Class shares where a financial intermediary has imposed its own sales charges or transaction fees.  Based on future regulatory developments, such payments may be terminated.

3

 


 

Other financial intermediary compensation. Except with respect to Class R6 shares, Distributors may make marketing support payments (a portion of which may be reimbursable under the terms of the Fund’s Rule 12b-1 distribution plans) to certain dealers and other financial intermediaries, such as banks, insurance companies, or plan administrators, in connection with their efforts to educate financial advisors or provide other services which may facilitate, directly or indirectly, investment in Franklin Templeton mutual funds.  In the case of any one intermediary, marketing support payments will generally not exceed 0.05% of the total assets of Franklin Templeton mutual funds attributable to that intermediary, on an annual basis. For an intermediary exceeding $15 billion in total assets of Franklin Templeton mutual funds, Distributors may agree to make annual marketing support payments exceeding 0.05% of such assets.  For an intermediary exceeding $50 billion in total assets of Franklin Templeton mutual funds, Distributors may agree to make annual marketing support payments up to a limit of 0.06% of such assets. Marketing support payments made to organizations located outside the U.S., with respect to investments in the Fund by non-U.S. persons, may exceed this limitation. Any assets held on behalf of Employer Sponsored Retirement Plans for which payment is made to a financial intermediary pursuant to the following paragraph will be excluded from the calculation of marketing support payments pursuant to this paragraph.

Except with respect to Class R6 shares, Distributors and/or its affiliates may also make payments (a portion of which may be reimbursable under the terms of the Fund’s Rule 12b-1 distribution plans) to certain financial intermediaries in connection with their activities that are intended to assist in the sale of shares of Franklin Templeton mutual funds, directly or indirectly, to certain Employer Sponsored Retirement Plans. In the case of any one financial intermediary, such payments will not exceed 0.10% of the total assets of Franklin Templeton mutual funds held, directly or indirectly, by such Employer Sponsored Retirement Plans, on an annual basis.

A number of factors will be considered in determining these payments, including the qualifying financial intermediary’s sales, assets and redemption rates, the nature and quality of any servicing provided by the financial intermediary, and the quality of the financial intermediary’s relationship with Distributors. Distributors will, on an annual basis, determine the advisability of continuing these payments. These payments may be in addition to any shareholder servicing fees paid by the Fund’s transfer agent from payments it receives under its agreement with the Fund.

To the extent permitted by SEC and Financial Industry Regulatory Authority rules and other applicable laws and regulations, Distributors may, in addition to marketing support payments, pay or allow other promotional incentives or payments to financial intermediaries, such as payments related to transaction support, various financial intermediary-sponsored events intended to educate financial advisers and their clients about the Franklin Templeton mutual funds, and data analytics and support.

Sales of Fund shares, as well as shares of other mutual funds in Franklin Templeton Investments, is not considered a factor in the selection of financial intermediaries to execute the Fund’s portfolio transactions. Accordingly, the allocation of portfolio transactions for execution by financial intermediaries that sell Fund shares is not considered marketing support payments to such financial intermediaries.

You can find further details in the SAI about the payments made by Distributors and the services provided by your financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in this prospectus. You should ask your financial advisor for information about any payments it receives from Distributors and any services it provides, as well as about fees and/or commissions it charges.

Please keep this supplement with your prospectus for future reference.

4

 

FAS2 SA1 08/17

SUPPLEMENT DATED AUGUST 1, 2017

TO THE STATEMENT OF ADDITIONAL INFORMATION

DATED MAY 1, 2017

OF

FRANKLIN FUND ALLOCATOR SERIES

Franklin Founding Funds Allocation Fund

Franklin Corefolio Allocation Fund

The statement of additional information (SAI) is amended as follows:

I.          The Franklin Founding Funds Allocation Fund and Franklin Corefolio Allocation Fund (each, a “Fund” and together, the “Funds”) will begin offering Class R6 shares on or about August 1, 2017.  Therefore, on or about August 1, 2017, each Fund will offer five classes of shares, Class A, Class C, Class R, Class R6 and Advisor Class shares.

II.          The Fund’s classes on the cover of the SAI are replaced with the following: 

 

Class A

Class C

Class R

Class R6

Advisor Class

Franklin Founding Funds Allocation Fund

FFALX

FFACX

FFARX

Pending

FFAAX

Franklin Corefolio Allocation Fund

FTCOX

FTCLX

Pending

Pending

FCAZX

III.         The third paragraph under “Asset Allocation and Other Services - Shareholder servicing and transfer agent” section on page 60 is replaced with the following:

For all classes of shares of the Fund, except for Class R6 shares, Investor Services may also pay servicing fees, that will be reimbursed by the Fund, in varying amounts to certain financial institutions (to help offset their costs associated with client account maintenance support, statement preparation and transaction processing) that (i) maintain omnibus accounts with the Fund in the institution's name on behalf of numerous beneficial owners of Fund shares who are either direct clients of the institution or are participants in an IRS-recognized tax-deferred savings plan (including Employer Sponsored Retirement Plans and Section 529 Plans) for which the institution, or its affiliate, provides participant level recordkeeping services (called "Beneficial Owners"); or (ii) provide support for Fund shareholder accounts by sharing account data with Investor Services through the National Securities Clearing Corporation (NSCC) networking system. In addition to servicing fees received from the Fund, these financial institutions also may charge a fee for their services directly to their clients. Investor Services will also receive a fee from the Fund (other than for Class R6 shares) for services provided in support of Beneficial Owners and NSCC networking system accounts.

IV.        The following is added under the “Organization, Voting Rights and Principal Holders” section beginning on page 72:

Effective on August 1, 2017, the Funds also began offering Class R6 shares.  The full title of the Class R6 shares of the Fund is:

·         Franklin Founding Funds Allocation Fund - Class R6

·         Franklin Corefolio Allocation Fund - Class R6

 

V.         The principal holders list for the Fund under the “Organization, Voting Rights and Principal Holders” section beginning on page 72 is replaced with the following:

As of July 3, 2017, the principal shareholders of the Fund, beneficial or of record, were:

 

Name and Address

Share Class

Percentage

(%)

Founding Funds Allocation Fund

 

 

Edward Jones & Co.*

12555 Manchester Road

St. Louis, MO 63131-3710

A

10.02

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

A

10.28

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

A

8.67

WFCS LLC*

2801 Market Street

St. Louis, MO 63103-2523

A

9.28

J.P. Morgan Securities LLC*

4 Chase Metrotech Center

Brooklyn, NY 11245-0001

A

5.60

Morgan Stanley Smith Barney*

Attn:  Mutual Fund Operations

2 Harborside Financial Center Floor 3

Jersey City NJ 07311-1114

C

7.30

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

C

9.07

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

C

6.78

WFCS LLC*

2801 Market Street

St. Louis, MO 63103-2523

C

12.70

Raymond James*

880 Carillon Parkway

St. Petersburg, FL 33716-1102

C

6.50

Matrix Trust Company Cust FBO

N C Sturgeon L P Nonqualified Def

717 17th Street

Suite 1300

Denver, CO 80202

R

6.64

MG Trust Company Cust FBO

Salinas Valley Memorial HCS 403B

717 17th Street Suite 1300

Denver, CO 80202-3304

R

5.05

Matrix Trust Company Cust FBO

Hoosier Uplands Economic Development

717 17th Street

Suite 1300

Denver, CO 80202

R

6.20

Morgan Stanley Smith Barney*

Attn:  Mutual Fund Operations

2 Harborside Financial Center Floor 3

Jersey City, NJ 07311

Advisor

6.13

Merrill Lynch Pierce Fenner & Smith Inc.*

Attn:  Fund Administration 9H6SB

4800 Deer Lake Drive E

Jacksonville, FL 32246-6484

Advisor

11.35

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

Advisor

6.27

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

Advisor

7.40

Ascensus Trust Company

Heritage Valley Health System 403 B

P.O. Box 10758

Fargo, ND 58106

Advisor

5.65

John Hancock Life Insurance Co USA

RPS – Trading Ops ST-4

601 Congress Street

Boston, MA 02210-2805

Advisor

23.73

WFCS LLC*

2801 Market Street

St. Louis, MO 63103-2523

Advisor

6.89

Corefolio Allocation Fund

 

 

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

A

7.67

National Financial Services LLC*

Attn:  Mutual Fund Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

A

5.46

WFCS LLC*

2801 Market Street

St. Louis, MO 63103-2523

A

5.57

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

C

6.62

WFCS LLC*

2801 Market Street

St. Louis, MO 63103-2523

C

8.08

Raymond James*

Attn:  Courtney Waller

880 Carillon Parkway

St. Petersburg, FL 33716-1102

C

5.12

FTIOS Custodian for the Rollover IRA of Jerry Spilker

1477 E 700th  Avenue

Altamont, IL  62411-2379

R

9.14

Pershing LLC*

1 Pershing Plaza

Jersey City, NJ 07399-0001

R

7.35

FTIOS Custodian for the Rollover IRA of Nancy Apmann

1370 Eaton Road

Pine Grove, CA 95665-9764

R

30.21

PAI Trust Company Inc.

Ayers Basement Systems 401(k)

1300 Enterprise Drive

De Pere, WI 54115-0000

R

5.72

Matrix Trust Company Cust FBO

Hoosier Uplands Economic Development

717 17th Street

Suite 1300

Denver, CO 80202

R

6.98

Christopher Molumphey

One Franklin Parkway

San Mateo, CA 94403-1906

Advisor

8.87

Merrill Lynch Pierce Fenner & Smith Inc.*

Attn:  Fund Administration

4800 Deer Lake Drive E

Jacksonville, FL 32246-6484

Advisor

18.35

1


 

*       For the benefit of its customer(s).

 

VI.        The last paragraph under the “Organization, Voting Rights and Principal Holders” section beginning on page 72 is replaced with the following:

As of July 3, 2017, the officers and board members, as a group, owned of record and beneficially less than 1% of the outstanding shares of each class of the Fund.  The board members may own shares in other funds in Franklin Templeton Investments.

VII.       The first paragraph under the “Buying and Selling Shares - Initial sales charges” section on page 75 is replaced with the following:

The maximum initial sales charges are 5.75% for Class A. There is no initial sales charge for Class C, Class R, Class R6 and Advisor Class.

VIII.       The second paragraph under “The Underwriter” section on page 80 is replaced with the following:

Distributors does not receive compensation from the Fund for acting as underwriter of the Fund's Class R6 and Advisor Class shares.

 

Please keep this supplement for future reference.

2

FRANKLIN FUND ALLOCATOR SERIES

FILE NOS. 811-07851 & 333-13601

 

PART C

OTHER INFORMATION

 

Item 28.    Exhibits.

 

The following exhibits are incorporated by reference to the previously filed documents indicated below, except as noted:

 

(a)   Agreement and Declaration of Trust

 

 

(i)

Amended and Restated Agreement and Declaration of Trust of Franklin Fund Allocator Series (formerly, Franklin Templeton Fund Allocator Series) dated May 21, 2007

Filing: Post-Effective Amendment No. 20 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: April 29, 2008

 

(b)   By-Laws

 

 

(i)

Amended and Restated By-Laws of Franklin Fund Allocator Series (formerly, Franklin Templeton Fund Allocator Series) dated May 21, 2007

Filing: Post-Effective Amendment No. 20 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: April 29, 2008

 

(c)   Instruments Defining Rights of Security Holders

 

 

(i)

Amended and Restated Agreement and Declaration of Trust

 

(a)

Article III, Shares

 

(b)

Article V, Shareholders’ Voting Powers and Meetings

 

(c)

Article VI, Net Asset Value, Distributions and Redemptions

 

(d)

Articles VIII

 

(e)

Miscellaneous – Section 1, 4, 5 and 6

 

 

 

 

(ii)

Amended and Restated By-Laws

 

(a)

Article II, Meetings of Shareholders

 

(b)

Article VII, Records and Reports – Section 1, 2, 3 and 5

 

(c)

Article IX, General Matters: - Sections 3 and 4

 

(d)

Articles X, Amendments – Section 1

 

 

(iii)

Part B: Statement of Additional Information – Item 22

 

(d)   Investment Advisory Contracts

 

(i)

Amended and Restated Investment Advisory and Asset Allocation Agreement between Registrant on behalf Franklin Conservative Target Fund (formerly, Franklin Templeton Conservative Target Fund), Franklin Moderate Target Fund (formerly, Franklin Templeton Moderate Target Fund) and Franklin Growth Target Fund (formerly, Franklin Templeton Growth Target Fund) and Franklin Advisers, Inc. dated May 1, 2013

Filing: Post-Effective Amendment No. 40 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: September 27, 2013

 

 

(ii)

Amended and Restated Investment Management and Asset Allocation Agreement between Registrant on behalf of Franklin LifeSmart™ 2025 Retirement Target Fund (formerly, Franklin Templeton 2025 Retirement Target Fund), Franklin LifeSmart™ 2035 Retirement Target Fund (formerly, Franklin Templeton 2035 Retirement Target Fund) and Franklin LifeSmart™ 2045 Retirement Target Fund (formerly, Franklin Templeton 2045 Retirement Target Fund) and Franklin Advisers, Inc. dated May 1, 2013

Filing: Post-Effective Amendment No. 40 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: September 27, 2013

 

 

(iii)

Investment Management and Asset Allocation Agreement between Registrant on behalf of Franklin LifeSmart™ 2020 Retirement Target Fund, Franklin LifeSmart™ 2030 Retirement Target Fund, Franklin LifeSmart™ 2040 Retirement Target Fund, Franklin LifeSmart™ 2050 Retirement Target Fund and Franklin Advisers, Inc. dated June 3, 2013

Filing: Post-Effective Amendment No. 40 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: September 27, 2013

 

 

(iv)

Investment Management and Asset Allocation Agreement between Registrant on behalf of Franklin LifeSmart™ 2055 Retirement Target Fund and Franklin Advisers, Inc. dated May 1, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(v)

Investment Management Agreement between Registrant on behalf of Franklin Payout 2017 Fund, Franklin Payout 2018 Fund, Franklin Payout 2019 Fund, Franklin Payout 2020 Fund and Franklin Payout 2021 Fund and Franklin Advisers, Inc. dated June 1, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(vi)

Investment Management Agreement between Registrant on behalf of Franklin Payout 2022 Fund and Franklin Payout 2023 Fund and Franklin Advisers, Inc. dated June 1, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(vii)

Investment Management Agreement between Registrant on behalf of Franklin NextStep Conservative Fund, Franklin NextStep Moderate Fund, Franklin NextStep Growth Fund and Franklin Advisers, Inc. dated February 5, 2016

Filing: Post-Effective Amendment No. 57 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: February 4, 2016

 

 

(viii)

Amended and Restated Investment Management Agreement between Registrant on behalf of Franklin LifeSmart™ Retirement Income Fund and Franklin Advisers, Inc. dated May 1, 2016

Filing: Post-Effective Amendment No. 60 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: April 27, 2016

 

 

(ix)

Subadvisory Agreement on behalf of Franklin NextStep Conservative Fund, Franklin NextStep Moderate Fund, Franklin NextStep Growth Fund, between Franklin Advisers, Inc. and Franklin Templeton Investments Corp. dated February 5, 2016

Filing: Post-Effective Amendment No. 57 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: February 4, 2016

 

 

(x)

Subadvisory Agreement on behalf of Franklin NextStep Conservative Fund, Franklin NextStep Moderate Fund, Franklin NextStep Growth Fund, between Franklin Advisers, Inc. and K2/D&S Management Co., L.L.C dated February 5, 2016

Filing: Post-Effective Amendment No. 57 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: February 4, 2016

 

 

(e)   Underwriting Contracts

 

(i)

Distribution Agreement dated January 1, 2011 and amended Attachment A dated September 17, 2013 between Registrant and Franklin/Templeton Distributors, Inc.

Filing: Post-Effective Amendment No. 40 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: September 27, 2013

 

(ii)

Forms of Selling Agreements between Franklin/Templeton Distributors, Inc. and Securities Dealers dated May 1, 2010

Filing: Post-Effective Amendment No. 23 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: February 15, 2011

 

(f)   Bonus or Profit Sharing Contracts

 

Not Applicable

 

(g)   Custodian Agreements

 

(i)

Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Pre-Effective Amendment No. 2 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: December 27, 1996

 

(ii)

Amendment dated May 7, 1997 to Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 21, 1998

 

(iii)

Amendment dated February 27, 1998 to Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 21, 1998

 

 

(iv)

Amendment dated January 27, 2017 to Exhibit A of the Master Custody Agreement between the Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 66 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: April 27, 2017

 

 

(v)

Amendment dated May 16, 2001 to Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 6 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: November 29, 2001

 

(vi)

Amendment dated January 27, 2017 to Schedule 1 of the Amendment dated May 16, 2001, to Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 66 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: April 27, 2017

 

(vii)

Amended and Restated Foreign Custody Manager Agreement between Registrant and The Bank of New  York Mellon made as of May 16, 2001

Filing: Post-Effective Amendment No. 6 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: November 29, 2001

 

(viii)

Amendment dated January 27, 2017 to Schedule 1 of the Amended and Restated Foreign Custody Manager Agreement between the Registrant and The Bank of York Mellon made as of May 16, 2001

Filing: Post-Effective Amendment No. 66 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: April 27, 2017

 

(ix)

Amendment dated November 19, 2014 to Schedule 2 of the Amended and Restated Foreign Custody Manager Agreement between the Registrant and The Bank of York Mellon made as of May 16, 2001

Filing: Post-Effective Amendment No. 47 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: February 13, 2015

 

 

(x)

Terminal Link Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 1 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: June 30, 1997

 

(xi)

Amendment dated January 27, 2017 to Exhibit A of the Terminal Link Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 66 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: April 27, 2017

 

(h)   Other Material Contracts

 

(i)

Amended and Restated Fund Administration Agreement between Registrant on behalf of Franklin Founding Funds Allocation Fund (formerly, Franklin Templeton Founding Funds Allocation Fund) and Franklin Templeton Services, LLC dated February 28, 2012

Filing: Post-Effective Amendment No. 30 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: April 26, 2012

 

(ii)

Amended and Restated Fund Administration Agreement between Registrant on behalf of Franklin Corefolio Allocation Fund (formerly, Franklin Templeton Corefolio Allocation Fund) and Franklin Templeton Services, LLC dated February 28, 2012

Filing Post-Effective Amendment No. 30 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: April 26, 2012

 

(iii)

Subcontract for Fund Administrative Services on behalf of Franklin LifeSmart™ Retirement Income Fund (formerly, Franklin LifeSmart 2015 Retirement Target Fund), Franklin LifeSmart™ 2020 Retirement Target Fund, Franklin LifeSmart™ 2025 Retirement Target Fund, Franklin LifeSmart™ 2030 Retirement Target Fund, Franklin LifeSmart™ 2035 Retirement Target Fund, Franklin LifeSmart™ 2040 Retirement Target Fund, Franklin LifeSmart™ 2045 Retirement Target Fund, Franklin LifeSmart 2050 Retirement Target Fund, Franklin Conservative Allocation Fund (formerly, Franklin Templeton Conservative Allocation Fund), Franklin Growth Allocation Fund (formerly, Franklin Templeton Growth Allocation Fund) and Franklin Moderate Allocation Fund (formerly, Franklin Templeton Moderate Allocation Fund) between Franklin Advisers, Inc. and Franklin Templeton Services, LLC dated May 1, 2013 and amended as of May 1, 2014

Filing: Post-Effective Amendment No. 48 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: February 27, 2015

 

 

(iv)

Amended and Restated Transfer Agent and Shareholder Services Agreement dated June 1, 2014 between Registrant and Franklin Templeton Investor Services, LLC

Filing: Post-Effective Amendment No. 45 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: September 26, 2014

 

 

(v)

Subcontract for Fund Administrative Services on behalf of Franklin LifeSmart™ 2055 Retirement Target Fund between Franklin Advisers, Inc. and Franklin Templeton Services, LLC dated May 1, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(vi)

Subcontract for Fund Administrative Services on behalf of Franklin Payout 2017 Fund, Franklin Payout 2018 Fund, Franklin Payout 2019 Fund, Franklin Payout 2020 Fund, Franklin Payout 2021 Fund, Franklin Payout 2022 Fund and Franklin Payout 2023 Fund between Franklin Advisers, Inc. and Franklin Templeton Services, LLC dated June 1, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(vii)

Subcontract for Fund Administrative Services on behalf of Franklin NextStep Conservative Fund, Franklin NextStep Moderate Fund and Franklin NextStep Growth Fund dated February 5, 2016

Filing: Post-Effective Amendment No. 57 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: February 4, 2016

 

 

(i)   Legal Opinion

 

(i)

Opinion and Consent of Counsel dated September 15, 1998

Filing: Post-Effective Amendment No. 3 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 21, 1998

 

 

(ii)

Opinion and Consent of Counsel dated June 26, 2013 for Franklin LifeSmart™ 2020 Retirement Target Fund, Franklin LifeSmart™ 2030 Retirement Target Fund, Franklin LifeSmart™ 2040 Retirement Target Fund and Franklin LifeSmart™ 2050 Retirement Target Fund

Filing: Post-Effective Amendment No. 38 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: June 27, 2013

 

(iii)

Opinion and Consent of Counsel dated April 27, 2015 for Franklin LifeSmart™ 2055 Retirement Target Fund

Filing: Post-Effective Amendment No. 50 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: April 27, 2015

 

 

(iv)

Opinion and Consent of Counsel dated May 28, 2015 for Franklin Payout 2017 Fund, Franklin Payout 2018 Fund, Franklin Payout 2019 Fund, Franklin Payout 2020 Fund, Franklin Payout 2021 Fund, Franklin Payout 2022 Fund and Franklin Payout 2023 Fund

Filing: Post-Effective Amendment No. 52 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: May 28, 2015

 

 

(v)

Opinion and Consent of Counsel dated February 3, 2016 with respect to Franklin NextStep Conservative Fund, Franklin NextStep Moderate Fund and Franklin NextStep Growth Fund

Filing: Post-Effective Amendment No. 59 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: March 1, 2016

 

(j)     Other Opinions

 

 

Not Applicable

 

(k)   Omitted Financial Statements

 

Not Applicable

 

(l)   Initial Capital Agreements

 

(i)

Subscription Agreement between Registrant on behalf of Franklin Conservative Target Fund (formerly, Franklin Templeton Conservative Target Fund), Franklin Moderate Target Fund (formerly, Franklin Templeton Moderate Target Fund) and Franklin Growth Target Fund (formerly, Franklin Templeton Growth Target Fund) and Franklin Resources, Inc. dated December 19, 1996

Filing: Pre-Effective Amendment No. 2 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: December 27, 1996

 

(ii)

Subscription Agreement between Registrant on behalf of Franklin Corefolio Allocation Fund (formerly, Franklin Templeton Corefolio Allocation Fund), and Franklin Resources, Inc. dated August 15, 2003

Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: May 19, 2004

 

(iii)

Subscription Agreement between Registrant on behalf of Franklin Founding Funds Allocation Fund (formerly, Franklin Templeton Founding Funds Allocation Fund) and Franklin Resources, Inc. dated August 15, 2003

Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: May 19, 2004

 

(iv)

Subscription Agreement between Registrant on behalf of Franklin LifeSmart™ Retirement Income Fund (formerly, Franklin Templeton 2015 Retirement Target Fund) and Franklin Resources, Inc. dated July 31, 2006

Filing: Post-Effective Amendment No. 21 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: April 28, 2009

 

(v)

Subscription Agreement between Registrant on behalf of Franklin LifeSmart™ 2025 Retirement Target Fund (formerly, Franklin Templeton 2025 Retirement Target Fund) and Franklin Resources, Inc. dated July 31, 2006

Filing: Post-Effective Amendment No. 21 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: April 28, 2009

 

(vi)

Subscription Agreement between Registrant on behalf of Franklin LifeSmart™ 2035 Retirement Target Fund (formerly, Franklin Templeton 2035 Retirement Target Fund) and Franklin Resources, Inc. dated July 31, 2006

Filing: Post-Effective Amendment No. 21 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: April 28, 2009

 

(vii)

Subscription Agreement between Registrant on behalf of Franklin LifeSmart™ 2045 Retirement Target Fund (formerly, Franklin Templeton 2045 Retirement Target Fund) and Franklin Resources, Inc. dated July 31, 2006

Filing: Post-Effective Amendment No. 21 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: April 28, 2009

 

(m)   Rule 12b-1 Plan

 

(i)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin Conservative Target Fund (formerly, Franklin Templeton Conservative Target Fund) and Franklin Templeton Distributors, Inc. dated February 1, 2009

Filing: Post-Effective Amendment No. 22 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: March 1, 2010

 

(ii)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin Moderate Target Fund (formerly, Franklin Templeton Moderate Target Fund) and Franklin Templeton Distributors, Inc. dated February 1, 2009

Filing: Post-Effective Amendment No. 22 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: March 1, 2010

 

(iii)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin Growth Target Fund (formerly, Franklin Templeton Growth Target Fund) and Franklin Templeton Distributors, Inc. dated February 1, 2009

Filing: Post-Effective Amendment No. 22 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: March 1, 2010

 

(iv)

Amended and Restated Class C Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin Conservative Target Fund (formerly, Franklin Templeton Conservative Target Fund), Franklin Moderate Target Fund (formerly, Franklin Templeton Moderate Target Fund) and Franklin Growth Target Fund (formerly, Franklin Templeton Growth Target Fund) and Franklin/Templeton Distributors, Inc. dated July 9, 2009

Filing: Post-Effective Amendment No. 22 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: March 1, 2010

 

(v)

Amended and Restated Class R Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin Conservative Target Fund (formerly, Franklin Templeton Conservative Target Fund), Franklin Moderate Target Fund (formerly, Franklin Templeton Moderate Target Fund) and Franklin Growth Target Fund (formerly, Franklin Templeton Growth Target Fund) and Franklin/Templeton Distributors, Inc. dated July 9, 2009

Filing: Post-Effective Amendment No. 22 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: March 2, 2010

 

(vi)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin Corefolio Allocation Fund (formerly, Franklin Templeton Corefolio Allocation Fund) and Franklin/Templeton Distributors, Inc. dated February 1, 2009

Filing: Post-Effective Amendment No. 22 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: March 1, 2010

 

(vii)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin Founding Funds Allocation Fund (formerly, Franklin Templeton Founding Funds Allocation Fund) and Franklin/Templeton Distributors, Inc. dated May 1, 2009

Filing: Post-Effective Amendment No. 22 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: March 1, 2010

 

(viii)

Amended and Restated Class C Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin Corefolio Allocation Fund (formerly, Franklin Templeton Corefolio Allocation Fund) and Franklin Founding Funds Allocation Fund (formerly, Franklin Templeton Founding Funds Allocation Fund) and Franklin/Templeton Distributors, Inc. dated July 9, 2009

Filing: Post-Effective Amendment No. 22 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: March 1, 2010

 

(ix)

Amended and Restated Class R Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin Corefolio Allocation Fund (formerly, Franklin Templeton Corefolio Allocation Fund) and Franklin Founding Funds Allocation Fund (formerly, Franklin Templeton Founding Funds Allocation Fund) and Franklin/Templeton Distributors, Inc. dated July 9, 2009

Filing: Post-Effective Amendment No. 64 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: September 26, 2016

 

(x)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin LifeSmart™ Retirement Income Fund (formerly, Franklin Templeton 2015 Retirement Target Fund) and Franklin/Templeton Distributors, Inc. dated February 1, 2009

Filing: Post-Effective Amendment No. 22 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: March 1, 2010

 

(xi)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin LifeSmart™ 2025 Retirement Target Fund (formerly, Franklin Templeton 2025 Retirement Target Fund) and Franklin/Templeton Distributors, Inc. dated February 1, 2009

Filing: Post-Effective Amendment No. 22 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: March 1, 2010

 

(xii)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin LifeSmart™ 2035 Retirement Target Fund (formerly, Franklin Templeton 2035 Retirement Target Fund and Franklin/Templeton Distributors, Inc. dated February 1, 2009)

Filing: Post-Effective Amendment No. 22 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: March 1, 2010

 

(xiii)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin LifeSmart™ 2045 Retirement Target Fund (formerly, Franklin Templeton 2045 Retirement Target Fund) and Franklin/Templeton Distributors, Inc. dated February 1, 2009

Filing: Post-Effective Amendment No. 22 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: March 1, 2010

 

(xiv)

Amended and Restated Class C Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin LifeSmart™ Retirement Income Fund (formerly, Franklin Templeton 2015 Retirement Target Fund), Franklin LifeSmart™ 2025 Retirement Target Fund (formerly, Franklin Templeton 2025 Retirement Target Fund), Franklin LifeSmart™ 2035 Retirement Target Fund (formerly, Franklin Templeton 2035 Retirement Target Fund) and Franklin LifeSmart™ 2045 Retirement Target Fund (formerly, Franklin Templeton 2045 Retirement Target Fund) and Franklin/Templeton Distributors, Inc. dated July 9, 2009

Filing: Post-Effective Amendment No. 1 to Registration Statement on Form N-14

File No. 333-165905

Filing Date: August 13, 2010

 

(xv)

Amended and Restated Class R Distribution Plan pursuant to Rule12b-1 between Registrant on behalf of Franklin LifeSmart™ Retirement Income Fund (formerly, Franklin Templeton 2015 Retirement Target Fund), Franklin LifeSmart™ 2025 Retirement Target Fund (formerly, Franklin Templeton 2025 Retirement Target Fund), Franklin LifeSmart™ 2035 Retirement Target Fund (formerly, Franklin Templeton 2035 Retirement Target Fund) and Franklin LifeSmart™ 2045 Retirement Target Fund (formerly, Franklin Templeton 2045 Retirement Target Fund) and Franklin/Templeton Distributors, Inc. dated July 9, 2009

Filing: Post-Effective Amendment No. 1 to Registration Statement on Form N-14

File No. 333-165905

Filing Date: August 13, 2010

 

(xvi)

Class A Distribution Plan pursuant to Rule 12b-1 between the Registrant on behalf of Franklin LifeSmart™ 2020 Retirement Target Fund and Franklin/Templeton Distributors, Inc. dated June 1, 2013

Filing: Post-Effective Amendment No. 40 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 27, 2013

 

(xvii)

Class A Distribution Plan pursuant to Rule 12b-1 between the Registrant on behalf of Franklin LifeSmart™ 2030 Retirement Target Fund and Franklin/Templeton Distributors, Inc. dated June 1, 2013

Filing: Post-Effective Amendment No. 40 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 27, 2013

 

(xviii)

Class A Distribution Plan pursuant to Rule 12b-1 between the Registrant on behalf of Franklin LifeSmart™ 2040 Retirement Target Fund and Franklin/Templeton Distributors, Inc. dated June 1, 2013

Filing: Post-Effective Amendment No. 40 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 27, 2013

 

(xix)

Class A Distribution Plan pursuant to Rule 12b-1 between the Registrant on behalf of Franklin LifeSmart™ 2050 and Franklin/Templeton Distributors, Inc. dated June 1, 2013

Filing: Post-Effective Amendment No. 40 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: September 27, 2013

 

(xx)

Class C Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin LifeSmart™ 2020 Retirement Target Fund, Franklin LifeSmart™ 2030 Retirement Target Fund, Franklin LifeSmart™ 2040 Retirement Target Fund, Franklin LifeSmart™ 2050 Retirement Target Fund and Franklin/Templeton Distributors, Inc. dated June 1, 2013

Filing: Post-Effective Amendment No. 64 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: September 26, 2016

 

(xxi)

Class R Distribution Plan pursuant to Rule 12b-1 between Registrant on behalf of Franklin LifeSmart™ 2020 Retirement Target Fund, Franklin LifeSmart™ 2030 Retirement Target Fund, Franklin LifeSmart™ 2040 Retirement Target Fund, Franklin LifeSmart™ 2050 Retirement Target Fund and Franklin/Templeton Distributors, Inc. dated June 1, 2013

Filing: Post-Effective Amendment No. 64 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: September 26, 2016

 

 

(xxii)

Class A Distribution Plan pursuant to Rule 12b-1 between the Registrant on behalf of Franklin LifeSmart™ 2055 Retirement Target Fund and Franklin/Templeton Distributors, Inc. dated May 1, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(xxiii)

Class C Distribution Plan pursuant to Rule 12b-1 between the Registrant on behalf of Franklin LifeSmart™ 2055 Retirement Target Fund and Franklin/Templeton Distributors, Inc. dated May 1, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(xxiv)

Class R Distribution Plan pursuant to Rule 12b-1 between the Registrant on behalf of Franklin LifeSmart™ 2055 Retirement Target Fund and Franklin/Templeton Distributors, Inc. dated May 1, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(xxv)

Class A Distribution Plan pursuant to Rule 12b-1 between the Registrant on behalf of Franklin NextStep Conservative Fund, Franklin NextStep Moderate Fund and Franklin NextStep Growth Fund and Franklin/Templeton Distributors, Inc. dated February 5, 2016

Filing: Post-Effective Amendment No. 57 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: February 4, 2016

 

 

(xxvi)

Class C Distribution Plan pursuant to Rule 12b-1 between the Registrant on behalf of Franklin NextStep Conservative Fund, Franklin NextStep Moderate Fund and Franklin NextStep Growth Fund and Franklin/Templeton Distributors, Inc. dated February 5, 2016

Filing: Post-Effective Amendment No. 57 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: February 4, 2016

 

 

 

(n)      Rule 18f-3 Plan

 

(i)

Amended and Restated Multiple Class Plan for Franklin LifeSmart™ Retirement Income Fund (formerly, Franklin Templeton 2015 Retirement Target Fund), Franklin LifeSmart™ 2025 Retirement Target Fund (formerly, Franklin Templeton 2025 Retirement Target Fund, Franklin LifeSmart™ 2035 Retirement Target Fund (formerly, Franklin Templeton 2035 Retirement Target Fund) and Franklin LifeSmart™ 2045 Retirement Target Fund (formerly, Franklin Templeton 2045 Retirement Target Fund) dated December 6, 2012

Filing: Post-Effective Amendment No. 35 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: April 16, 2013

 

(ii)

Multiple Class Plan for Franklin LifeSmart™ 2020 Retirement Target Fund, Franklin LifeSmart™ 2030 Retirement Target Fund, Franklin LifeSmart™ 2040 Retirement Target Fund, Franklin LifeSmart™ 2050 Retirement Target Fund dated June 1, 2013

Filing: Post-Effective Amendment No. 40 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 27, 2013

 

 

(iii)

Multiple Class Plan for Franklin LifeSmart™ 2055 Retirement Target Fund dated December 4, 2014

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(iv)

Multiple Class Plan for Franklin Payout 2017 Fund dated February 24, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(v)

Multiple Class Plan for Franklin Payout 2018 Fund dated February 24, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(vi)

Multiple Class Plan for Franklin Payout 2019 Fund dated February 24, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(vii)

Multiple Class Plan for Franklin Payout 2020 Fund dated February 24, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(viii)

Multiple Class Plan for Franklin Payout 2021 Fund dated February 24, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(ix)

Multiple Class Plan for Franklin Payout 2022 Fund dated February 24, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(x)

Multiple Class Plan for Franklin Payout 2023 Fund dated February 24, 2015

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 28, 2015

 

 

(xi)

Amended and Restated Multiple Class Plan for Franklin NextStep Conservative Fund, Franklin NextStep Moderate Fund and Franklin NextStep Growth Fund dated April 12, 2016

Filing: Post-Effective Amendment No. 62 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: May 25, 2016

 

 

(xii)

Form of Amended Multiple Class Plan for Franklin Corefolio Allocation Fund

 

 

(xiii)

Form of Amended Multiple Class Plan for Franklin Founding Funds Allocation Fund

 

(p)   Code of Ethics

 

(i)

Code of Ethics dated May 1, 2013

Filing: Post-Effective Amendment No. 43 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: April 28, 2014

 

(q)          Power of Attorney

 

(i)

Power of Attorney dated June 13, 2013

Filing: Post-Effective Amendment No. 40 to Registration Statement on Form N-1A

File No. 333-13601

Filing Date: September 27, 2013

 

 

(ii)

Power of Attorney dated October 1, 2014 – Mary C. Choksi

Filing: Post-Effective Amendment No. 47 to Registration

Statement on Form N-1A

File No. 333-13601

Filing Date: February 13, 2015

 

 

(iii)

Power of Attorney dated May 23, 2017 for Matthew T. Hinkle

 

 

             

 

Item 29.    Persons Controlled by or Under Common Control with Registrant

 

None

 

Item 30.    Indemnification

 

The Amended and Restated Agreement and Declaration of Trust (the "Declaration") provides that any person who is or was a Trustee, officer, employee or other agent, including the underwriter, of such Trust shall be liable to the Trust and its shareholders only for (1) any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, or (2) the person's own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person (such conduct referred to herein as Disqualifying Conduct) and for nothing else. Except in these instances and to the fullest extent that limitations of liability of agents are permitted by the Delaware Statutory Trust Act (the "Delaware Act"), these Agents (as defined in the Declaration) shall not be responsible or liable for any act or omission of any other Agent of the Trust or any investment adviser or principal underwriter. Moreover, except and to the extent provided in these instances, none of these Agents, when acting in their respective capacity as such, shall be personally liable to any other person, other than such Trust or its shareholders, for any act, omission or obligation of the Trust or any trustee thereof.

The Trust shall indemnify, out of its property, to the fullest extent permitted under applicable law, any of the persons who was or is a party, or is threatened to be made a party to any Proceeding (as defined in the Declaration) because the person is or was an Agent of such Trust. These persons shall be indemnified against any Expenses (as defined in the Declaration), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the Proceeding if the person acted in good faith or, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent shall not in itself create a presumption that the person did not act in good faith or that the person had reasonable cause to believe that the person's conduct was unlawful. There shall nonetheless be no indemnification for a person's own Disqualifying Conduct.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to Trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a Trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with securities being registered, the Trust may be required, unless in the opinion of its counsel the matter has been settled by controlling precedent, to submit to a court or appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

Item 31.    Business and Other Connections of the Investment Adviser


 

 

(a) Franklin Advisers, Inc. (Advisers)

 

The officers and directors of Advisers also serve as officers and/or directors/trustees for (1) Advisers' corporate parent, Franklin Resources, Inc. (Resources), and/or (2) other investment companies in Franklin Templeton Investments.  For additional information please see Part B and Schedules A and D of Form ADV of Advisers (SEC File 801-26292), incorporated herein by reference, which sets forth the officers and directors of Advisers and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

(b)   Franklin Templeton Investments Corp. (FTIC)

 

FTIC serves as sub-adviser to Franklin NextStep Conservative Fund, Franklin NextStep Moderate Fund and Franklin NextStep Growth Fund. The officers and/or directors/trustees also serve as officers for (1) Resources and/or (2) other investment companies in Franklin Templeton Investments.  For additional information please see Part B and Schedules A and D of Form ADV of FTIC (SEC File 801-58185), incorporated herein by reference, which sets forth the officers and directors of FTIC and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

(c)   K2/D&S Management Co., L.L.C. (K2 Advisors)

 

K2 Advisors serves as sub-adviser to Franklin NextStep Conservative Fund, Franklin NextStep Moderate Fund and Franklin NextStep Growth Fund. For additional information please see Part B and Schedules A and D of Form ADV of K2 Advisors (SEC File 801-61852) incorporated herein by reference, which set forth the officers and directors of K2 Advisors and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Item 32.    Principal Underwriters

 

(a)   Franklin/Templeton Distributors, Inc. (Distributors), also acts as principal underwriter of shares of:

 

Franklin Alternative Strategies Funds

Franklin California Tax-Free Income Fund

Franklin California Tax-Free Trust

Franklin Custodian Funds

Franklin ETF Trust

Franklin Federal Tax-Free Income Fund

Franklin Global Trust

Franklin Gold and Precious Metals Fund

Franklin High Income Trust

Franklin Investors Securities Trust

Franklin Managed Trust

Franklin Municipal Securities Trust

Franklin Mutual Series Funds

Franklin New York Tax-Free Income Fund

Franklin New York Tax-Free Trust

Franklin Real Estate Securities Trust

Franklin Strategic Mortgage Portfolio

Franklin Strategic Series

Franklin Tax-Free Trust

Franklin Templeton ETF Trust

Franklin Templeton Global Trust

Franklin Templeton International Trust

Franklin Templeton Money Fund Trust

Franklin Templeton Variable Insurance Products Trust

Franklin U.S. Government Money Fund

Franklin Value Investors Trust

Institutional Fiduciary Trust

Templeton China World Fund

Templeton Developing Markets Trust

Templeton Funds

Templeton Global Investment Trust

Templeton Global Opportunities Trust

Templeton Global Smaller Companies Fund

Templeton Growth Fund, Inc.

Templeton Income Trust

Templeton Institutional Funds


 

 

(b)   The information required with respect to each director and officer of Distributors is incorporated by reference to Part B of this Form N-1A and Schedule A of Form BD filed by Distributors with the Securities and Exchange Commission pursuant to the Securities Act of 1934 (SEC File No. 008-05889).

 

(c)   Not Applicable. Registrant's principal underwriter is an affiliated person of an affiliated person of the Registrant.

 

Item 33.    Location of Accounts and Records

 

The accounts, books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 are kept by the Fund at One Franklin Parkway, San Mateo, CA 94403-1906 or its shareholder services agent, Franklin Templeton Investor Services LLC, at 3344 Quality Drive, Rancho Cordova, CA 95670-7313.

 

Item 34.    Management Services

 

There are no management-related service contracts not discussed in Part A or Part B.

 

Item 35.    Undertakings

 

Not Applicable


 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Mateo and the State of California, on the 25th day of July, 2017.

 

FRANKLIN FUND ALLOCATOR SERIES

(Registrant)

 

 

By:   /s/Karen L. Skidmore

Karen L. Skidmore

Vice President and Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

 

EDWARD B. JAMIESON*

 

Chief Executive Officer-Investment Management

Edward B. Jamieson

 

Dated: July 25, 2017

 

 

 

MATTHEW T. HINKLE*

 

Chief Executive Officer-Finance and Administration

Matthew T. Hinkle

 

Dated: July 25, 2017

 

 

 

GASTON GARDEY*

 

Chief Financial Officer and Chief Accounting Officer

Gaston Gardey

 

Dated: July 25, 2017

 

 

 

HARRIS J. ASHTON*

 

Trustee

Harris J. Ashton

 

Dated: July 25, 2017

 

 

 

MARY C. CHOKSI*

 

Trustee

Mary C. Choksi

 

Dated: July 25, 2017

 

 

 

EDITH E. HOLIDAY*

 

Trustee

Edith E. Holiday

 

Dated: July 25, 2017

 

 

 

GREGORY E. JOHNSON*

 

Trustee

Gregory E. Johnson

 

Dated: July 25, 2017

 

 

 

RUPERT H. JOHNSON, JR.*

 

Trustee

Rupert H. Johnson, Jr.

 

Dated: July 25, 2017

 

 

 

J. MICHAEL LUTTIG*

 

Trustee

J. Michael Luttig

 

Dated: July 25, 2017

 

 

 

LARRY D. THOMPSON*

 

Trustee

Larry D. Thompson

 

Dated: July 25, 2017

 

 

 

JOHN B. WILSON*

 

Trustee

John B. Wilson

 

Dated: July 25, 2017

 


 

 

*By:  /s/Karen L. Skidmore

Karen L. Skidmore, Attorney-in-Fact

(Pursuant to Power of Attorney previously filed or filed here with)

 

 


 

FRANKLIN FUND ALLOCATOR SERIES

REGISTRATION STATEMENT

EXHIBIT INDEX

 

The following exhibits are attached:

 

EXHIBIT NO.

DESCRIPTION

 

 

EX-99(n)(xii)

Form of Amended Multiple Class Plan for Franklin Corefolio Allocation Fund

 

 

EX-99(n)(xiii)

Form of Amended Multiple Class Plan for Franklin Founding Funds Allocation Fund

 

 

EX-99(q)(iii)

Power of Attorney dated May 23, 2017 for Matthew T. Hinkle