(a)
The Registrant has adopted a code of ethics that applies to its principal
executive officers and principal financial and accounting officer.
(f)
Pursuant to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of
its code of ethics that applies to its principal executive officers and
principal financial and accounting officer.
Item
3. Audit Committee Financial Expert.
(a)(1)
The Registrant has an audit committee financial expert serving on its audit
committee.
(2)
The audit committee financial expert is Mary C. Choksi and she is
"independent" as defined under the relevant Securities and Exchange
Commission Rules and Releases.
Item
4. Principal Accountant Fees and Services
.
The
aggregate fees paid to the principal accountant for professional services
rendered by the principal accountant for the audit of the registrant’s annual
financial statements or for services that are normally provided by the
principal accountant in connection with statutory and regulatory filings or
engagements were $286,608 for the fiscal year ended December 31, 2021 and
$459,813 for the fiscal year ended December 31, 2020.
There
were no fees paid to the principal accountant for assurance and related
services rendered by the principal accountant to the registrant that are
reasonably related to the performance of the audit of the registrant's
financial statements and are not reported under paragraph (a) of Item 4.
There
were no fees paid to the principal accountant for assurance and related
services rendered by the principal accountant to the registrant's investment
adviser and any entity controlling, controlled by or under common control with
the investment adviser that provides ongoing services to the registrant that
are reasonably related to the performance of the audit of their financial
statements.
There
were no fees paid to the principal accountant for professional services
rendered by the principal accountant to the registrant for tax compliance, tax
advice and tax planning.
The
were no fees paid to the principal accountant for professional services
rendered by the principal accountant to the registrant’s investment adviser and
any entity controlling, controlled by or under common control with the
investment adviser that provides ongoing services to the registrant for tax
compliance, tax advice and tax planning.
The
aggregate fees paid to the principal accountant for products and services
rendered by the principal accountant to the registrant not reported in
paragraphs (a)-(c) of Item 4 were $3,845 for the fiscal year ended December 31,
2021 and $0 for the fiscal year ended December 31, 2020. The services for
which these fees were paid included review of materials provided to the fund
Board in connection with the investment management contract renewal process.
The
aggregate fees paid to the principal accountant for products and services
rendered by the principal accountant to the registrant’s investment adviser and
any entity controlling, controlled by or under common control with the
investment adviser that provides ongoing services to the registrant not
reported in paragraphs (a)-(c) of Item 4 were $90,743 for the fiscal year ended
December 31, 2021 and $49,800 for the fiscal year ended December 31, 2020. The
services for which these fees were paid included benchmarking services in connection
with the ICI TA Survey, the issuance of an Auditor’s Certificate for South
Korean regulatory shareholders disclosures, professional fees in connection
with determining the feasibility of a U.S. direct lending structure,
professional fees in connection with SOC 1 Reports, professional services
relating to the readiness assessment over Greenhouse Gas Emissions and Energy,
and assets under management certification.
(e)
(1) The registrant’s audit committee is directly responsible for approving the
services to be provided by the auditors, including:
(i) pre-approval
of all audit and audit related services;
(ii) pre-approval
of all non-audit related services to be provided to the Fund by the auditors;
(iii) pre-approval
of all non-audit related services to be provided to the registrant by the
auditors to the registrant’s investment adviser or to any entity that controls,
is controlled by or is under common control with the registrant’s investment
adviser and that provides ongoing services to the registrant where the
non-audit services relate directly to the operations or financial reporting of
the registrant; and
(iv) establishment
by the audit committee, if deemed necessary or appropriate, as an alternative
to committee pre-approval of services to be provided by the auditors, as
required by paragraphs (ii) and (iii) above, of policies and procedures to
permit such services to be pre-approved by other means, such as through
establishment of guidelines or by action of a designated member or members of
the committee; provided the policies and procedures are detailed as to the
particular service and the committee is informed of each service and such
policies and procedures do not include delegation of audit committee
responsibilities, as contemplated under the Securities Exchange Act of 1934, to
management; subject, in the case of (ii) through (iv), to any waivers,
exceptions or exemptions that may be available under applicable law or rules.
(e)
(2) None of the services provided to the registrant described in paragraphs
(b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of regulation S-X.
(f)
No disclosures are required by this Item 4(f).
(g)
The aggregate non-audit fees paid to the principal accountant for services
rendered by the principal accountant to the registrant and the registrant’s
investment adviser and any entity controlling, controlled by or under common
control with the investment adviser that provides ongoing services to the
registrant were $94,588 for the fiscal year ended December 31, 2021 and $49,800
for the fiscal year ended December 31, 2020.
(h)
The registrant’s audit committee of the board has considered whether the
provision of non-audit services that were rendered to the registrant’s
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining the principal
accountant’s independence
Item
5. Audit Committee of Listed Registrants. N/A
Item
6. Schedule of Investments. N/A
Item 7. Disclosure of Proxy
Voting Policies and Procedures for Closed-
End Management Investment
Companies. N/A
Item 8. Portfolio Managers
of Closed-End Management Investment
Item 9. Purchases of Equity
Securities by Closed-End Management
Investment Company and
Affiliated Purchasers. N/A
Item
10. Submission of Matters to a Vote of Security Holders.
There
have been no changes to the procedures by which shareholders may recommend
nominees to the Registrant's Board of Trustees that would require disclosure
herein.
Item
11. Controls and Procedures.
(a) Evaluation
of Disclosure Controls and Procedures.
The Registrant maintains disclosure controls and
procedures that are designed to provide reasonable assurance that information
required to be disclosed in the Registrant’s filings under the Securities
Exchange Act of 1934, as amended, and the Investment Company Act of 1940 is
recorded, processed, summarized and reported within the periods specified in
the rules and forms of the Securities and Exchange Commission. Such information
is accumulated and communicated to the Registrant’s management, including its
principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure. The Registrant’s
management, including the principal executive officer and the principal
financial officer, recognizes that any set of controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives.
Within 90 days prior to the
filing date of this Shareholder Report on Form N-CSR, the Registrant
had carried out an evaluation, under the supervision and with the participation
of the Registrant’s management, including the Registrant’s principal executive
officer and the Registrant’s principal financial officer, of the effectiveness
of the design and operation of the Registrant’s disclosure controls and
procedures. Based on such evaluation, the Registrant’s principal executive
officer and principal financial officer concluded that the Registrant’s
disclosure controls and procedures are effective.
(b)
Changes
in Internal Controls
.
There have been no changes in the Registrant’s internal control over financial
reporting that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect the internal
control over financial reporting.
Item
12. Disclosure of Securities Lending Activities for Closed-End Management
Investment Company. N/A
(a)
(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of
Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Christopher
Kings, Chief Financial Officer, Chief Accounting Officer and Treasurer
(b) Certifications
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle,
Chief Executive Officer - Finance and Administration, and Christopher Kings, Chief
Financial Officer, Chief Accounting Officer and Treasurer
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FRANKLIN
FUND ALLOCATOR SERIES
By S\MATTHEW
T. HINKLE______________________
Chief
Executive Officer – Finance and Administration
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
By S\MATTHEW
T. HINKLE______________________
Chief
Executive Officer – Finance and Administration
By S\Christopher
Kings________________________
Chief Financial Officer, Chief Accounting Officer and Treasurer