UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSRS CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-07851 FRANKLIN TEMPLETON 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) CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906 -------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code:(650) 312-2000 Date of fiscal year end: 12/31 Date of reporting period:_6/30/08 ITEM 1. REPORTS TO STOCKHOLDERS. JUNE 30, 2008 Franklin Templeton Conservative Target Fund Franklin Templeton Moderate Target Fund Franklin Templeton Growth Target Fund SEMIANNUAL REPORT AND SHAREHOLDER LETTER ASSET ALLOCATION FRANKLIN TEMPLETON FUND ALLOCATOR SERIES WANT TO RECEIVE THIS DOCUMENT FASTER VIA EMAIL? Eligible shareholders can sign up for eDelivery at franklintempleton.com. See inside for details. (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) FRANKLIN - TEMPLETON - MUTUAL SERIES Semiannual Report Economic and Market Overview During the first half of 2008, the U.S. economy grew marginally as energy prices rose, housing prices declined, the labor situation and consumer demand softened, and a credit crisis originally related to U.S. subprime loan losses spread globally. A weaker U.S. dollar compared with most foreign currencies contributed to increased export demand, which helped the fragile economy. Also supporting the economy were inventory buildup, expanding government spending and a boost to household finances from a $168 billion government stimulus package. Many economists agreed, however, that the slowing U.S. economy -- which is the world's largest and accounts for roughly 25% of global gross domestic product -- could have a meaningfully negative impact on growth prospects around the world.(1) Nevertheless, growth remained relatively strong in developing economies, particularly in Asia ex-Japan where China-led demand continued to impact commodities prices and related equities. In the six months under review, prices increased significantly for oil, natural gas, and most agricultural and industrial commodities, as well as precious metals, adding to global inflationary pressures. For the 12 months ended June 30, 2008, the core U.S. Consumer Price Index (CPI), which excludes food and energy costs, rose 2.4%, which was higher than its 10-year average rate.(2) Many of the world's monetary authorities faced the choice between lowering short-term interest rates to stimulate growth and raising them to fight inflation, which Merrill Lynch estimated at 5.5% globally, up from 3.5% at the beginning of 2008. The U.S. focused on reigniting its economy through fiscal and monetary policies, but the eurozone made controlling inflation its main goal. Accordingly, while the U.S. Federal Reserve Board (Fed) eased rates aggressively down to 2.00% from 4.25%, the European Central Bank maintained rates at 4.00%. Interest rate differentials pressured the U.S. dollar, particularly in the first quarter, but the greenback regained ground as the Fed paused and implied that its next move could be a rate hike. Indicators also signaled growth was slowing outside the U.S. For the period, however, the U.S. dollar declined versus many of the world's currencies, and the dollar's weakness contributed to higher commodities prices, as most of these prices are set in U.S. dollars. (1.) Source: Global Insight. (2.) Source: Bureau of Labor Statistics. Semiannual Report | 3 Against this challenging economic backdrop, investors remained cautious and continued risk reassessments in the stock, bond and credit markets. Many global and U.S. equity markets were volatile, and a majority of them declined over the reporting period. In this uncertain environment, U.S. Treasury prices fluctuated, and the 10-year Treasury note yield fell from 4.04% at the beginning of the period to 3.99% on June 30, 2008. Despite negative economic data and an outlook for decelerating corporate earnings and profit margins globally, many companies' balance sheets remained relatively strong. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS AND OPINIONS AS OF JUNE 30, 2008. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE. 4 | Semiannual Report Franklin Templeton Conservative Target Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Templeton Conservative Target Fund seeks the highest level of long-term total return consistent with a lower level of risk.(1) PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. ASSET ALLOCATION* Franklin Templeton Conservative Target Fund Based on Total Net Assets as of 6/30/08 (PIE CHART) Domestic Fixed Income... 27.8% Domestic Equity......... 27.7% Foreign Fixed Income.... 13.4% Foreign Equity.......... 12.0% Short-Term Investments & Other Net Assets..... 19.1% * The asset allocation is based on the Statement of Investments (SOI), which classifies each underlying fund into a broad asset class. This semiannual report for Franklin Templeton Conservative Target Fund covers the period ended June 30, 2008. PERFORMANCE OVERVIEW Franklin Templeton Conservative Target Fund - Class A had a -3.65% cumulative total return for the six months under review. In comparison, the Fund's benchmarks, the Standard & Poor's 500 Index (S&P 500) and Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index for equities, the Lehman Brothers (LB) U.S. Aggregate Index for fixed income, and the Payden & Rygel (P&R) 90 Day U.S. Treasury Bill Index for short-term investments and other net assets, had total returns of -11.91%, -10.58%, (1.) The risk/reward potential is based on the Fund's goal and level of risk. It is not indicative of the Fund's actual or implied performance or portfolio composition, which may change on a continuous basis. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S SOI, WHICH BEGINS ON PAGE 34. Semiannual Report | 5 TOP 10 FUND HOLDINGS Franklin Templeton Conservative Target Fund 6/30/08 % OF TOTAL NET ASSETS ---------- Franklin U.S. Government Securities Fund - Advisor Class 14.0% Templeton Global Bond Fund - Advisor Class 13.4% Franklin Total Return Fund - Advisor Class 9.9% Mutual Shares Fund - Class Z 8.1% Franklin Flex Cap Growth Fund - Advisor Class 7.5% Franklin Small Cap Growth Fund - Advisor Class 6.0% Mutual European Fund - Class Z 4.1% Franklin Strategic Mortgage Portfolio 3.9% Templeton Foreign Fund - Advisor Class 2.6% Franklin Natural Resources Fund - Advisor Class 2.5% +1.13% and +1.23%, respectively, during the same time.(2) You can find the Fund's long-term performance data in the Performance Summary beginning on page 8. INVESTMENT STRATEGY Whenever possible, we attempt to hold the same underlying Franklin Templeton funds in each Target Fund's portfolio. We generally diversify the Target Funds' broad equity allocations across investment styles, market capitalization sizes and countries of origin. Maintaining similarity of the underlying Franklin Templeton fund investments across the Allocator Series is intended to increase the consistency of the Target Funds' results relative to one another. For your reference, Franklin Templeton Conservative Target Fund seeks to maintain the following asset class allocations: 40% equity funds, 40% fixed income funds, and 20% short-term investments and other net assets. MANAGER'S DISCUSSION The Fund's performance can be attributed largely to maintaining a static allocation among equities, fixed income securities, and short-term investments and other net assets, and by the actual performance of the selected underlying funds. At period-end, Franklin Templeton Conservative Target Fund's domestic equity exposure was 69.8% of its total equity weighting, and foreign equity made up the balance. The portfolio was diversified across capitalization sizes and investment styles, and on June 30, 2008, we held shares in large-, mid- and small-capitalization equity funds, representing both growth and value styles. Mutual Shares Fund - Class Z, at 8.1% of the Fund's total net assets, was our largest equity fund weighting at period-end. On the fixed income side, domestic (2.) Source: (C) 2008 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The MSCI EAFE Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed markets excluding the U.S. and Canada. The LB U.S. Aggregate Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond markets, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have at least one year to final maturity and must be rated investment grade (Baa3 or better) by Moody's Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/depreciation and income as a percentage of the original investment. The index is rebalanced monthly by market capitalization. Source: Payden & Rygel. The P&R 90 Day U.S. Treasury Bill Index is a total return index based on a constant maturity instrument. Payden & Rygel includes both accrued interest and change in market price in its monthly total return calculations. The value of Treasuries, if held to maturity, is fixed; principal is guaranteed and interest is fixed. The indexes are unmanaged and include reinvested distributions. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 6 | Semiannual Report exposure was 67.5% of the Fund's total income weighting, with the balance in foreign fixed income. Franklin U.S. Government Securities Fund - Advisor Class was our largest fixed income fund weighting at 14.0% of total net assets. Our largest domestic growth fund holding, Franklin Flex Cap Growth Fund - Advisor Class, performed better than the S&P 500 during the six-month reporting period, while our largest domestic value fund holding, Mutual Shares Fund - Class Z, underperformed the S&P 500. Our largest foreign equity fund holding, Mutual European Fund - Class Z, underperformed the MSCI EAFE Index. On the fixed income side, Franklin U.S. Government Securities Fund - Advisor Class and Templeton Global Bond Fund - Advisor Class outperformed the LB U.S. Aggregate Index, while Franklin Total Return Fund - Advisor Class lagged. Thank you for your continued participation in Franklin Templeton Conservative Target Fund. We look forward to serving your future investment needs. (PHOTO OF T. ANTHONY COFFEY) /s/ T. Anthony Coffey T. Anthony Coffey, CFA Portfolio Manager Franklin Templeton Conservative Target Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Semiannual Report | 7 Performance Summary as of 6/30/08 FRANKLIN TEMPLETON CONSERVATIVE TARGET FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FTCIX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$0.87 $12.72 $13.59 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.1337 Long-Term Capital Gain $0.2407 TOTAL $0.3744 CLASS B (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------- ------ ------- -------- Net Asset Value (NAV) -$0.87 $12.68 $13.55 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0849 Long-Term Capital Gain $0.2407 TOTAL $0.3256 CLASS C (SYMBOL: FTCCX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$0.87 $12.55 $13.42 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0912 Long-Term Capital Gain $0.2407 TOTAL $0.3319 CLASS R (SYMBOL: FTCRX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$0.86 $12.69 $13.55 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.1189 Long-Term Capital Gain $0.2407 TOTAL $0.3596 ADVISOR CLASS (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------------- ------ ------- -------- Net Asset Value (NAV) -$0.86 $12.71 $13.57 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.1492 Long-Term Capital Gain $0.2407 TOTAL $0.3899 8 | Semiannual Report Performance Summary (CONTINUED) PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURN AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------ ------- ------------------- Cumulative Total Return(2) -3.65% -0.92% +41.73% +77.13% Average Annual Total Return(3) -9.19% -6.60% +5.97% +5.26% Value of $10,000 Investment(4) $9,081 $9,340 $13,364 $16,694 Total Annual Operating Expenses(5) Without Waiver 1.41% With Waiver 1.18% CLASS B 6-MONTH 1-YEAR 3-YEAR INCEPTION (12/1/03) - ------- ------- ------ ------- ------------------- Cumulative Total Return(2) -3.95% -1.66% +17.19% +27.48% Average Annual Total Return(3) -7.69% -5.39% +4.52% +5.08% Value of $10,000 Investment(4) $9,231 $9,461 $11,419 $12,548 Total Annual Operating Expenses(5) Without Waiver 2.16% With Waiver 1.93% CLASS C 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------ ------- ------------------- Cumulative Total Return(2) -4.01% -1.65% +36.46% +64.30% Average Annual Total Return(3) -4.95% -2.59% +6.41% +5.09% Value of $10,000 Investment(4) $9,505 $9,741 $13,646 $16,430 Total Annual Operating Expenses(5) Without Waiver 2.16% With Waiver 1.93% CLASS R 6-MONTH 1-YEAR 5-YEAR INCEPTION (1/1/02) - ------- ------- ------ ------- ------------------- Cumulative Total Return(2) -3.69% -1.14% +40.01% +43.99% Average Annual Total Return(3) -3.69% -1.14% +6.96% +5.78% Value of $10,000 Investment(4) $9,631 $9,886 $14,001 $14,399 Total Annual Operating Expenses(5) Without Waiver 1.66% With Waiver 1.43% ADVISOR CLASS(6) 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ---------------- ------- ------ ------- ------------------- Cumulative Total Return(2) -3.47% -0.66% +42.61% +78.23% Average Annual Total Return(3) -3.47% -0.66% +7.36% +5.95% Value of $10,000 Investment(4) $9,653 $9,934 $14,261 $17,823 Total Annual Operating Expenses(5) Without Waiver 1.16% With Waiver 0.93% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. THE INVESTMENT MANAGER HAS CONTRACTUALLY AGREED TO WAIVE OR LIMIT ITS FEES AND TO ASSUME AS ITS OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT THE FUND'S COMMON EXPENSES (I.E., A COMBINATION OF ASSET ALLOCATION FEES AND OTHER EXPENSES, INCLUDING ESTIMATED INDIRECT UNDERLYING FUND EXPENSES, BUT EXCLUDING DISTRIBUTION AND SERVICE (12B-1) FEES) DO NOT EXCEED 0.93% FOR EACH CLASS (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 4/30/09. Semiannual Report | 9 Performance Summary (CONTINUED) ENDNOTES WHILE AN ASSET ALLOCATION PLAN CAN BE A VALUABLE TOOL TO HELP REDUCE OVERALL VOLATILITY, ALL INVESTMENTS INVOLVE SOME DEGREE OF RISK. TYPICALLY, THE MORE AGGRESSIVE THE INVESTMENT, OR THE GREATER THE POTENTIAL RETURN, THE MORE RISK INVOLVED. GENERALLY, INVESTORS SHOULD BE COMFORTABLE WITH SOME FLUCTUATION IN THE VALUE OF THEIR INVESTMENTS ESPECIALLY OVER THE SHORT TERM. STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, BUT THEY TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORTER TERM. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS THE PRICES OF BONDS IN A FUND ADJUST TO A RISE IN INTEREST RATES, THAT FUND'S SHARE PRICE MAY DECLINE. BECAUSE THIS FUND INVESTS IN UNDERLYING FUNDS, WHICH MAY ENGAGE IN A VARIETY OF INVESTMENT STRATEGIES INVOLVING CERTAIN RISKS, THE FUND MAY BE SUBJECT TO THOSE SAME RISKS. THESE RISKS ARE DESCRIBED IN THE FUND'S PROSPECTUS. CLASS A: Prior to 8/3/98, these shares were offered at a lower initial sales charge; thus actual total returns may differ. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) If the manager had not waived fees, the Fund's total returns would have been lower. (2.) Cumulative total return represents the change in value of an investment over the periods indicated. (3.) Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. (4.) These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. (5.) Figures are as stated in the Fund's prospectus current as of the date of this report. (6.) Effective 12/1/05, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 12/1/05, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 11/30/05, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 12/1/05 (commencement of sales), the cumulative and average annual total returns of Advisor Class shares were +16.26% and +6.02%. 10 | Semiannual Report Your Fund's Expenses FRANKLIN TEMPLETON CONSERVATIVE TARGET FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Semiannual Report | 11 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 963.50 $2.49 Hypothetical (5% return before expenses) $1,000 $1,022.33 $2.56 CLASS B Actual $1,000 $ 960.50 $6.14 Hypothetical (5% return before expenses) $1,000 $1,018.60 $6.32 CLASS C Actual $1,000 $ 959.90 $6.09 Hypothetical (5% return before expenses) $1,000 $1,018.65 $6.27 CLASS R Actual $1,000 $ 963.10 $3.71 Hypothetical (5% return before expenses) $1,000 $1,021.08 $3.82 ADVISOR CLASS Actual $1,000 $ 965.30 $1.27 Hypothetical (5% return before expenses) $1,000 $1,023.57 $1.31 * Expenses are calculated using the most recent six-month expense ratio excluding expenses of the underlying funds, net of expense waivers, annualized for each class (A: 0.51%; B: 1.26%; C: 1.25%; R: 0.76%; and Advisor: 0.26%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. 12 | Semiannual Report Franklin Templeton Moderate Target Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Templeton Moderate Target Fund seeks the highest level of long-term total return consistent with a moderate level of risk.(1) PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. ASSET ALLOCATION* Franklin Templeton Moderate Target Fund Based on Total Net Assets as of 6/30/08 (PIE CHART) Domestic Equity ............................... 37.4% Domestic Fixed Income ......................... 24.9% Foreign Equity ................................ 16.5% Foreign Fixed Income .......................... 12.1% Short-Term Investments & Other Net Assets ..... 9.1% * The asset allocation is based on the Statement of Investments (SOI), which classifies each underlying fund into a broad asset class. This semiannual report for Franklin Templeton Moderate Target Fund covers the period ended June 30, 2008. PERFORMANCE OVERVIEW Franklin Templeton Moderate Target Fund - Class A had a -5.19% cumulative total return for the six months under review. In comparison, the Fund's benchmarks, the Standard & Poor's 500 Index (S&P 500) and Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index for equities, the Lehman Brothers (LB) U.S. Aggregate Index for fixed income, and the Payden & Rygel (P&R) 90 Day U.S. Treasury Bill Index for short-term investments and other net assets, had total returns of -11.91%, -10.58%, (1.) The risk/reward potential is based on the Fund's goal and level of risk. It is not indicative of the Fund's actual or implied performance or portfolio composition, which may change on a continuous basis. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S SOI, WHICH BEGINS ON PAGE 40. Semiannual Report | 13 TOP 10 FUND HOLDINGS Franklin Templeton Moderate Target Fund 6/30/08 % OF TOTAL NET ASSETS ---------- Franklin U.S. Government Securities Fund - Advisor Class 12.4% Templeton Global Bond Fund - Advisor Class 12.1% Mutual Shares Fund - Class Z 10.7% Franklin Flex Cap Growth Fund - Advisor Class 10.1% Franklin Total Return Fund - Advisor Class 8.9% Franklin Small Cap Growth Fund - Advisor Class 8.1% Mutual European Fund - Class Z 5.7% Franklin Strategic Mortgage Portfolio 3.5% Templeton Foreign Fund - Advisor Class 3.3% Franklin Natural Resources Fund - Advisor Class 3.3% +1.13% and +1.23%, respectively, during the same time.(2) You can find the Fund's long-term performance data in the Performance Summary beginning on page 16. INVESTMENT STRATEGY Whenever possible, we attempt to hold the same underlying Franklin Templeton funds in each Target Fund's portfolio. We generally diversify the Target Funds' broad equity allocations across investment styles, market capitalization sizes and countries of origin. Maintaining similarity of the underlying Franklin Templeton fund investments across the Allocator Series is intended to increase the consistency of the Target Funds' results relative to one another. For your reference, Franklin Templeton Moderate Target Fund seeks to maintain the following asset class allocations: 55% equity funds, 35% fixed income funds, and 10% short-term investments and other net assets. MANAGER'S DISCUSSION The Fund's performance can be attributed largely to maintaining a static allocation among equities, fixed income securities, and short-term investments and other net assets, and by the actual performance of the selected underlying funds. At period-end, Franklin Templeton Moderate Target Fund's domestic equity exposure was 69.4% of its total equity weighting, and foreign equity made up the balance. The portfolio was diversified across capitalization sizes and investment styles, and on June 30, 2008, we held shares in large-, mid- and small-capitalization equity funds, representing both growth and value styles. Mutual Shares Fund - Class Z, at 10.7% of the Fund's total net assets, was (2.) Source: (C) 2008 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The MSCI EAFE Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed markets excluding the U.S. and Canada. The LB U.S. Aggregate Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond markets, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have at least one year to final maturity and must be rated investment grade (Baa3 or better) by Moody's Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/depreciation and income as a percentage of the original investment. The index is rebalanced monthly by market capitalization. Source: Payden & Rygel. The P&R 90 Day U.S. Treasury Bill Index is a total return index based on a constant maturity instrument. Payden & Rygel includes both accrued interest and change in market price in its monthly total return calculations. The value of Treasuries, if held to maturity, is fixed; principal is guaranteed and interest is fixed. The indexes are unmanaged and include reinvested distributions. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 14 | Semiannual Report our largest equity fund weighting at period-end. On the fixed income side, domestic exposure was 67.3% of the Fund's total income weighting, with the balance in foreign fixed income. Franklin U.S. Government Securities Fund - Advisor Class was our largest fixed income fund weighting at 12.4% of total net assets. Our largest domestic growth fund holding, Franklin Flex Cap Growth Fund - Advisor Class, performed better than the S&P 500 during the six-month reporting period, while our largest domestic value fund holding, Mutual Shares Fund - Class Z, underperformed the S&P 500. Our largest foreign equity fund holding, Mutual European Fund - Class Z, underperformed the MSCI EAFE Index. On the fixed income side, Franklin U.S. Government Securities Fund - Advisor Class and Templeton Global Bond Fund - Advisor Class outperformed the LB U.S. Aggregate Index, while Franklin Total Return Fund - Advisor Class lagged. Thank you for your continued participation in Franklin Templeton Moderate Target Fund. We look forward to serving your future investment needs. (PHOTO OF T. ANTHONY COFFEY) /s/ T. Anthony Coffey T. Anthony Coffey, CFA Portfolio Manager Franklin Templeton Moderate Target Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Semiannual Report | 15 Performance Summary as of 6/30/08 FRANKLIN TEMPLETON MODERATE TARGET FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FMTIX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$1.23 $13.12 $14.35 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.1137 Long-Term Capital Gain $0.3712 TOTAL $0.4849 CLASS B (SYMBOL: FBMTX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$1.23 $13.08 $14.31 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0634 Long-Term Capital Gain $0.3712 TOTAL $0.4346 CLASS C (SYMBOL: FTMTX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$1.23 $12.88 $14.11 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0666 Long-Term Capital Gain $0.3712 TOTAL $0.4378 CLASS R (SYMBOL: FTMRX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$1.23 $13.09 $14.32 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0985 Long-Term Capital Gain $0.3712 TOTAL $0.4697 ADVISOR CLASS (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------------- ------ ------- -------- Net Asset Value (NAV) -$1.23 $13.12 $14.35 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.1302 Long-Term Capital Gain $0.3712 TOTAL $0.5014 16 | Semiannual Report Performance Summary (CONTINUED) PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURN AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------ ------- ------- Cumulative Total Return(2) -5.19% -2.74% +51.12% +74.84% Average Annual Total Return(3) -10.67% -8.37% +7.34% +5.12% Value of $10,000 Investment(4) $ 8,933 $9,163 $14,249 $16,483 Total Annual Operating Expenses(5) Without Waiver 1.46% With Waiver 1.25% CLASS B 6-MONTH 1-YEAR 3-YEAR INCEPTION (12/1/03) - ------- ------- ------ ------- ------------------- Cumulative Total Return(2) -5.63% -3.53% +19.54% +32.45% Average Annual Total Return(3) -9.28% -7.15% +5.24% +5.97% Value of $10,000 Investment(4) $9,072 $9,285 $11,654 $13,045 Total Annual Operating Expenses(5) Without Waiver 2.21% With Waiver 2.00% CLASS C 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------ ------- ------- Cumulative Total Return(2) -5.62% -3.55% + 45.56% +62.11% Average Annual Total Return(3) -6.53% -4.45% +7.80% +4.95% Value of $10,000 Investment(4) $9,347 $9,555 $14,556 $16,211 Total Annual Operating Expenses(5) Without Waiver 2.21% With Waiver 2.00% CLASS R 6-MONTH 1-YEAR 5-YEAR INCEPTION (1/1/02) - ------- ------- ------- ------- ------------------ Cumulative Total Return(2) -5.38% -3.07% +49.17% +49.49% Average Annual Total Return(3) -5.38% -3.07% +8.33% +6.39% Value of $10,000 Investment(4) $9,462 $9,693 $14,917 $14,949 Total Annual Operating Expenses(5) Without Waiver 1.71% With Waiver 1.50% ADVISOR CLASS(6) 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ---------------- ------- ------ ------- -------- Cumulative Total Return(2) -5.08% -2.56% +52.16% +76.05% Average Annual Total Return(3) -5.08% -2.56% +8.76% +5.82% Value of $10,000 Investment(4) $9,492 $9,744 $15,216 $17,605 Total Annual Operating Expenses(5) Without Waiver 1.21% With Waiver 1.00% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. THE INVESTMENT MANAGER HAS CONTRACTUALLY AGREED TO WAIVE OR LIMIT ITS FEES AND TO ASSUME AS ITS OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT THE FUND'S COMMON EXPENSES (I.E., A COMBINATION OF ASSET ALLOCATION FEES AND OTHER EXPENSES, INCLUDING ESTIMATED INDIRECT UNDERLYING FUND EXPENSES, BUT EXCLUDING DISTRIBUTION AND SERVICE (12B-1) FEES) DO NOT EXCEED 1.00% FOR EACH CLASS (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 4/30/09. Semiannual Report | 17 Performance Summary (CONTINUED) ENDNOTES WHILE AN ASSET ALLOCATION PLAN CAN BE A VALUABLE TOOL TO HELP REDUCE OVERALL VOLATILITY, ALL INVESTMENTS INVOLVE SOME DEGREE OF RISK. TYPICALLY, THE MORE AGGRESSIVE THE INVESTMENT, OR THE GREATER THE POTENTIAL RETURN, THE MORE RISK INVOLVED. GENERALLY, INVESTORS SHOULD BE COMFORTABLE WITH SOME FLUCTUATION IN THE VALUE OF THEIR INVESTMENTS ESPECIALLY OVER THE SHORT TERM. STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, BUT THEY TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORTER TERM. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS THE PRICES OF BONDS IN A FUND ADJUST TO A RISE IN INTEREST RATES, THAT FUND'S SHARE PRICE MAY DECLINE. BECAUSE THIS FUND INVESTS IN UNDERLYING FUNDS, WHICH MAY ENGAGE IN A VARIETY OF INVESTMENT STRATEGIES INVOLVING CERTAIN RISKS, THE FUND MAY BE SUBJECT TO THOSE SAME RISKS. THESE RISKS ARE DESCRIBED IN THE FUND'S PROSPECTUS. CLASS A: Prior to 8/3/98, these shares were offered at a lower initial sales charge; thus actual total returns may differ. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) If the manager had not waived fees, the Fund's total returns would have been lower. (2.) Cumulative total return represents the change in value of an investment over the periods indicated. (3.) Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. (4.) These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. (5.) Figures are as stated in the Fund's prospectus current as of the date of this report. (6.) Effective 12/1/05, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 12/1/05, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 11/30/05, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 12/1/05 (commencement of sales), the cumulative and average annual total returns of Advisor Class shares were +17.24% and +6.36%. 18 | Semiannual Report Your Fund's Expenses FRANKLIN TEMPLETON MODERATE TARGET FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Semiannual Report | 19 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 948.10 $2.52 Hypothetical (5% return before expenses) $1,000 $1,022.28 $2.61 CLASS B Actual $1,000 $ 943.70 $6.14 Hypothetical (5% return before expenses) $1,000 $1,018.55 $6.37 CLASS C Actual $1,000 $ 943.80 $6.14 Hypothetical (5% return before expenses) $1,000 $1,018.55 $6.37 CLASS R Actual $1,000 $ 946.20 $3.73 Hypothetical (5% return before expenses) $1,000 $1,021.03 $3.87 ADVISOR CLASS Actual $1,000 $ 949.20 $1.31 Hypothetical (5% return before expenses) $1,000 $1,023.52 $1.36 * Expenses are calculated using the most recent six-month expense ratio excluding expenses of the underlying funds, net of expense waivers, annualized for each class (A: 0.52%; B: 1.27%; C: 1.27%; R: 0.77%; and Advisor: 0.27%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. 20 | Semiannual Report Franklin Templeton Growth Target Fund YOUR FUND'S GOALS AND MAIN INVESTMENTS: Franklin Templeton Growth Target Fund seeks the highest level of long-term total return consistent with a higher level of risk.(1) PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. ASSET ALLOCATION* Franklin Templeton Growth Target Fund Based on Total Net Assets as of 6/30/08 (PIE CHART) Domestic Equity ............................... 55.4% Foreign Equity ................................ 23.5% Domestic Fixed Income ......................... 10.9% Foreign Fixed Income .......................... 5.4% Short-Term Investments & Other Net Assets ..... 4.8% * The asset allocation is based on the Statement of Investments (SOI), which classifies each underlying fund into a broad asset class. This semiannual report for Franklin Templeton Growth Target Fund covers the period ended June 30, 2008. PERFORMANCE OVERVIEW Franklin Templeton Growth Target Fund - Class A had a cumulative total return of - -8.12% for the six months under review. In comparison, the Fund's benchmarks, the Standard & Poor's 500 Index (S&P 500) and Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index for equities, the Lehman Brothers (LB) U.S. Aggregate Index for fixed income, and the Payden & Rygel (P&R) 90 Day U.S. Treasury Bill Index for short-term investments and other net assets, had total returns of -11.91%, -10.58%, (1.) The risk/reward potential is based on the Fund's goal and level of risk. It is not indicative of the Fund's actual or implied performance or portfolio composition, which may change on a continuous basis. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S SOI, WHICH BEGINS ON PAGE 46. Semiannual Report | 21 TOP 10 FUND HOLDINGS Franklin Templeton Growth Target Fund 6/30/08 % OF TOTAL NET ASSETS ---------- Mutual Shares Fund - Class Z 15.9% Franklin Flex Cap Growth Fund - Advisor Class 14.8% Franklin Small Cap Growth Fund - Advisor Class 12.2% Mutual European Fund - Class Z 8.1% Franklin U.S. Government Securities Fund - Advisor Class 5.4% Templeton Global Bond Fund - Advisor Class 5.4% Franklin Natural Resources Fund - Advisor Class 5.1% Templeton Foreign Fund - Advisor Class 4.5% Franklin Growth Opportunities Fund - Advisor Class 4.4% Franklin Gold and Precious Metals Fund - Advisor Class 4.1% +1.13% and +1.23%, respectively, during the same time.(2) You can find the Fund's long-term performance data in the Performance Summary beginning on page 24. INVESTMENT STRATEGY Whenever possible, we attempt to hold the same underlying Franklin Templeton funds in each Target Fund's portfolio. We generally diversify the Target Funds' broad equity allocations across investment styles, market capitalization sizes and countries of origin. Maintaining similarity of the underlying Franklin Templeton fund investments across the Allocator Series is intended to increase the consistency of the Target Funds' results relative to one another. For your reference, Franklin Templeton Growth Target Fund seeks to maintain the following asset class allocations: 80% equity funds, 15% fixed income funds, and 5% short-term investments and other net assets. MANAGER'S DISCUSSION The Fund's performance can be attributed largely to maintaining a static allocation among equities, fixed income securities, and short-term investments and other net assets, and by the actual performance of the selected underlying funds. At period-end, Franklin Templeton Growth Target Fund's domestic equity exposure was 70.2% of its total equity weighting, and foreign equity made up the balance. The portfolio was diversified across capitalization sizes and investment styles, and on June 30, 2008, we held shares in large-, mid- and small-capitalization equity funds, representing both growth and value styles. Mutual Shares Fund - Class Z, at 15.9% of the Fund's total net assets, was our largest equity fund weighting at period-end. On the fixed income side, (2.) Source: (C) 2008 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The MSCI EAFE Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed markets excluding the U.S. and Canada. The LB U.S. Aggregate Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond markets, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have at least one year to final maturity and must be rated investment grade (Baa3 or better) by Moody's Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/depreciation and income as a percentage of the original investment. The index is rebalanced monthly by market capitalization. Source: Payden & Rygel. The P&R 90 Day U.S. Treasury Bill Index is a total return index based on a constant maturity instrument. Payden & Rygel includes both accrued interest and change in market price in its monthly total return calculations. The value of Treasuries, if held to maturity, is fixed; principal is guaranteed and interest is fixed. The indexes are unmanaged and include reinvested distributions. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 22 | Semiannual Report domestic exposure was 66.9% of the Fund's total income weighting, with the balance in foreign fixed income. Franklin U.S. Government Securities Fund - Advisor Class and Templeton Global Bond Fund - Advisor Class were our largest fixed income fund weightings at 5.4% of total net assets each. Our largest domestic growth fund holding, Franklin Flex Cap Growth Fund - Advisor Class, performed better than the S&P 500 during the six-month reporting period, while our largest domestic value fund holding, Mutual Shares Fund - Class Z, underperformed the S&P 500. Our largest foreign equity fund holding, Mutual European Fund - Class Z, underperformed the MSCI EAFE Index. On the fixed income side, Franklin U.S. Government Securities Fund -Advisor Class and Templeton Global Bond Fund - Advisor Class outperformed the LB U.S. Aggregate Index, while Franklin Total Return Fund - Advisor Class lagged. Thank you for your continued participation in Franklin Templeton Growth Target Fund. We look forward to serving your future investment needs. (PHOTO OF T. ANTHONY COFFEY) /s/ T. Anthony Coffey T. Anthony Coffey, CFA Portfolio Manager Franklin Templeton Growth Target Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Semiannual Report | 23 Performance Summary as of 6/30/08 FRANKLIN TEMPLETON GROWTH TARGET FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FGTIX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$1.98 $14.19 $16.17 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0092 Long-Term Capital Gain $0.6580 TOTAL $0.6672 CLASS B (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------- ------ ------- -------- Net Asset Value (NAV) -$2.01 $13.90 $15.91 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0092 Long-Term Capital Gain $0.6580 TOTAL $0.6672 CLASS C (SYMBOL: FTGTX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$2.01 $13.89 $15.90 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0092 Long-Term Capital Gain $0.6580 TOTAL $0.6672 CLASS R (SYMBOL: FGTRX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$1.97 $14.05 $16.02 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0092 Long-Term Capital Gain $0.6580 TOTAL $0.6672 ADVISOR CLASS (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------------- ------ ------- -------- Net Asset Value (NAV) -$1.96 $14.23 $16.19 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0092 Long-Term Capital Gain $0.6580 TOTAL $0.6672 24 | Semiannual Report Performance Summary (CONTINUED) PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURN AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------ ------- ------------------- Cumulative Total Return(2) -8.12% -6.37% +63.83% +74.06% Average Annual Total Return(3) -13.42% -11.74% +9.09% +5.07% Value of $10,000 Investment(4) $8,658 $8,826 $15,448 $16,405 Total Annual Operating Expenses(5) Without Waiver 1.58% With Waiver 1.33% CLASS B 6-MONTH 1-YEAR 3-YEAR INCEPTION (12/1/03) - ------- ------- ------ ------- ------------------- Cumulative Total Return(2) -8.44% -7.09% -22.52% +37.44% Average Annual Total Return(3) -11.93% -10.53% +6.12% +6.85% Value of $10,000 Investment(4) $8,807 $8,947 $11,952 $13,544 Total Annual Operating Expenses(5) Without Waiver 2.33% With Waiver 2.08% CLASS C 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------ ------- ------------------- Cumulative Total Return(2) -8.45% -7.07% +57.74% +61.53% Average Annual Total Return(3) -9.32% -7.93% +9.54% +4.91% Value of $10,000 Investment(4) $9,068 $9,207 $15,774 $16,153 Total Annual Operating Expenses(5) Without Waiver 2.33% With Waiver 2.08% CLASS R 6-MONTH 1-YEAR 5-YEAR INCEPTION (1/1/02) - ------- ------- ------ ------- ------------------- Cumulative Total Return(2) -8.19% -6.55% +61.97% +52.49% Average Annual Total Return(3) -8.19% -6.55% +10.12% +6.72% Value of $10,000 Investment(4) $9,181 $9,345 $16,197 $15,249 Total Annual Operating Expenses(5) Without Waiver 1.83% With Waiver 1.58% ADVISOR CLASS(6) 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ---------------- ------- ------ ------- ------------------- Cumulative Total Return(2) -7.98% -6.16% +64.92% +75.22% Average Annual Total Return(3) -7.98% -6.16% +10.52% +5.77% Value of $10,000 Investment(4) $9,202 $9,384 $16,492 $17,522 Total Annual Operating Expenses(5) Without Waiver 1.33% With Waiver 1.08% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. THE INVESTMENT MANAGER HAS CONTRACTUALLY AGREED TO WAIVE OR LIMIT ITS FEES AND TO ASSUME AS ITS OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT THE FUND'S COMMON EXPENSES (I.E., A COMBINATION OF ASSET ALLOCATION FEES AND OTHER EXPENSES, INCLUDING ESTIMATED INDIRECT UNDERLYING FUND EXPENSES, BUT EXCLUDING DISTRIBUTION AND SERVICE (12B-1) FEES) DO NOT EXCEED 1.07% FOR EACH CLASS (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 4/30/09. Semiannual Report | 25 Performance Summary (CONTINUED) ENDNOTES WHILE AN ASSET ALLOCATION PLAN CAN BE A VALUABLE TOOL TO HELP REDUCE OVERALL VOLATILITY, ALL INVESTMENTS INVOLVE SOME DEGREE OF RISK. TYPICALLY, THE MORE AGGRESSIVE THE INVESTMENT, OR THE GREATER THE POTENTIAL RETURN, THE MORE RISK INVOLVED. GENERALLY, INVESTORS SHOULD BE COMFORTABLE WITH SOME FLUCTUATION IN THE VALUE OF THEIR INVESTMENTS ESPECIALLY OVER THE SHORT TERM. STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, BUT THEY TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORTER TERM. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS THE PRICES OF BONDS IN A FUND ADJUST TO A RISE IN INTEREST RATES, THAT FUND'S SHARE PRICE MAY DECLINE. BECAUSE THIS FUND INVESTS IN UNDERLYING FUNDS, WHICH MAY ENGAGE IN A VARIETY OF INVESTMENT STRATEGIES INVOLVING CERTAIN RISKS, THE FUND MAY BE SUBJECT TO THOSE SAME RISKS. THESE RISKS ARE DESCRIBED IN THE FUND'S PROSPECTUS. CLASS A: Prior to 8/3/98, these shares were offered at a lower initial sales charge; thus actual total returns may differ. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) If the manager had not waived fees, the Fund's total returns would have been lower. (2.) Cumulative total return represents the change in value of an investment over the periods indicated. (3.) Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. (4.) These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. (5.) Figures are as stated in the Fund's prospectus current as of the date of this report. (6.) Effective 12/1/05, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 12/1/05, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 11/30/05, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 12/1/05 (commencement of sales), the cumulative and average annual total returns of Advisor Class shares were +17.12% and +6.32%. 26 | Semiannual Report Your Fund's Expenses FRANKLIN TEMPLETON GROWTH TARGET FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Semiannual Report | 27 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 918.80 $2.48 Hypothetical (5% return before expenses) $1,000 $1,022.28 $2.61 CLASS B Actual $1,000 $ 915.60 $6.05 Hypothetical (5% return before expenses) $1,000 $1,018.55 $6.37 CLASS C Actual $1,000 $ 915.50 $6.05 Hypothetical (5% return before expenses) $1,000 $1,018.55 $6.37 CLASS R Actual $1,000 $ 918.10 $3.67 Hypothetical (5% return before expenses) $1,000 $1,021.03 $3.87 ADVISOR CLASS Actual $1,000 $ 920.20 $1.29 Hypothetical (5% return before expenses) $1,000 $1,023.52 $1.36 * Expenses are calculated using the most recent six-month expense ratio excluding expenses of the underlying funds, net of expense waivers, annualized for each class (A: 0.52%; B: 1.27%; C: 1.27%; R: 0.77%; and Advisor: 0.27%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. 28 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS FRANKLIN TEMPLETON CONSERVATIVE TARGET FUND YEAR ENDED SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JULY 31, JUNE 30, 2008 -------------------------------------------- ------------------- (UNAUDITED) 2007 2006 2005 2004(a) 2004 2003 ---------------- -------- -------- -------- -------- -------- ------- CLASS A PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............................. $ 13.59 $ 13.33 $ 12.74 $ 12.48 $ 11.66 $ 10.91 $ 10.23 -------- -------- -------- -------- -------- -------- ------- Income from investment operations(b): Net investment income(c, d) ........ 0.14 0.48 0.41 0.29 0.12 0.23 0.23 Net realized and unrealized gains (losses) ........................ (0.64) 0.60 0.84 0.29 0.84 0.74 0.69 -------- -------- -------- -------- -------- -------- ------- Total from investment operations ...... (0.50) 1.08 1.25 0.58 0.96 0.97 0.92 -------- -------- -------- -------- -------- -------- ------- Less distributions from: Net investment income .............. (0.13) (0.47) (0.42) (0.32) (0.14) (0.22) (0.24) Net realized gains ................. (0.24) (0.35) (0.24) -- -- -- -- -------- -------- -------- -------- -------- -------- ------- Total distributions ................... (0.37) (0.82) (0.66) (0.32) (0.14) (0.22) (0.24) -------- -------- -------- -------- -------- -------- ------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) --(e) -- -------- -------- -------- -------- -------- -------- ------- Net asset value, end of period ........ $ 12.72 $ 13.59 $ 13.33 $ 12.74 $ 12.48 $ 11.66 $ 10.91 ======== ======== ======== ======== ======== ======== ======= Total return(f) ....................... (3.65)% 8.29% 9.92% 4.70% 8.30% 8.89% 8.99% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) ................... 0.63% 0.68% 0.69% 0.73% 0.82% 0.85% 0.91% Expenses net of waiver and payments by affiliates(h) ................... 0.51% 0.49% 0.50% 0.69% 0.82% 0.85% 0.91% Net investment income(d) .............. 2.08% 3.52% 3.09% 2.31% 2.40% 2.00% 2.21% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $282,864 $251,570 $194,477 $162,079 $139,153 $117,013 $64,409 Portfolio turnover rate ............... 0.16% 8.11% 11.08% 8.16% 2.63% 3.71% 18.03% (a) For the period August 1, 2004 to December 31, 2004. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.67% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 29 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON CONSERVATIVE TARGET FUND SIX MONTHS ENDED YEAR ENDED DECEMBER 31, PERIOD ENDED JUNE 30, 2008 ------------------------------------- JULY 31, (UNAUDITED) 2007 2006 2005 2004(a) 2004(b) ---------------- ------ ------ ------ ------- ------------ CLASS B PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $13.55 $13.29 $12.71 $12.46 $11.63 $11.67 ------ ------ ------ ------ ------ ------ Income from investment operations(c): Net investment income(d, e) ........ 0.09 0.36 0.30 0.19 0.09 0.07 Net realized and unrealized gains (losses) ........................ (0.64) 0.61 0.84 0.29 0.84 0.04 ------ ------ ------ ------ ------ ------ Total from investment operations ...... (0.55) 0.97 1.14 0.48 0.93 0.11 ------ ------ ------ ------ ------ ------ Less distributions from: Net investment income .............. (0.08) (0.36) (0.32) (0.23) (0.10) (0.15) Net realized gains ................. (0.24) (0.35) (0.24) -- -- -- ------ ------ ------ ------ ------ ------ Total distributions ................... (0.32) (0.71) (0.56) (0.23) (0.10) (0.15) ------ ------ ------ ------ ------ ------ Redemption fees ....................... --(f) --(f) --(f) --(f) --(f) --(f) ------ ------ ------ ------ ------ ------ Net asset value, end of period ........ $12.68 $13.55 $13.29 $12.71 $12.46 $11.63 ------ ------ ------ ------ ------ ------ Total return(g) ....................... (3.95)% 7.42% 9.05% 3.87% 8.02% 0.98% RATIOS TO AVERAGE NET ASSETS(h) Expenses before waiver and payments by affiliates(i) ................... 1.38% 1.43% 1.44% 1.48% 1.57% 1.60% Expenses net of waiver and payments by affiliates(i) ................... 1.26% 1.24% 1.25% 1.44% 1.57% 1.60% Net investment income(e) .............. 1.33% 2.77% 2.34% 1.56% 1.65% 1.25% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $6,562 $6,497 $6,422 $6,202 $5,223 $3,567 Portfolio turnover rate ............... 0.16% 8.11% 11.08% 8.16% 2.63% 3.71% (a) For the period August 1, 2004 to December 31, 2004. (b) For the period December 1, 2003 (effective date) to July 31, 2004. (c) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (d) Based on average daily shares outstanding. (e) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (f) Amount rounds to less than $0.01 per share. (g) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. (i) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.67% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. 30 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON CONSERVATIVE TARGET FUND YEAR ENDED SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JULY 31, JUNE 30, 2008 ------------------------------------------ ------------------ (UNAUDITED) 2007 2006 2005 2004(a) 2004 2003 ---------------- -------- ------- -------- ------- ------- ------- CLASS C PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 13.42 $ 13.18 $ 12.60 $ 12.36 $ 11.53 $ 10.80 $ 10.14 -------- -------- ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c, d) ........ 0.09 0.38 0.30 0.19 0.08 0.14 0.15 Net realized and unrealized gains (losses) ........................ (0.63) 0.58 0.85 0.28 0.84 0.73 0.67 -------- -------- ------- ------- ------- ------- ------- Total from investment operations ...... (0.54) 0.96 1.15 0.47 0.92 0.87 0.82 -------- -------- ------- ------- ------- ------- ------- Less distributions from: Net investment income .............. (0.09) (0.37) (0.33) (0.23) (0.09) (0.14) (0.16) Net realized gains ................. (0.24) (0.35) (0.24) -- -- -- -- -------- -------- ------- ------- ------- ------- ------- Total distributions ................... (0.33) (0.72) (0.57) (0.23) (0.09) (0.14) (0.16) -------- -------- ------- ------- ------- ------- ------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) --(e) -- -------- -------- ------- ------- ------- ------- ------- Net asset value, end of period ........ $ 12.55 $ 13.42 $ 13.18 $ 12.60 $ 12.36 $ 11.53 $ 10.80 ======== ======== ======= ======= ======= ======= ======= Total return(f) ....................... (4.01)% 7.48% 9.16% 3.83% 8.03% 8.04% 8.20% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) ................... 1.37% 1.43% 1.43% 1.47% 1.57% 1.60% 1.66% Expenses net of waiver and payments by affiliates(h) ................... 1.25% 1.24% 1.24% 1.43% 1.57% 1.60% 1.66% Net investment income(d) .............. 1.34% 2.77% 2.35% 1.57% 1.65% 1.25% 1.46% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $146,277 $110,914 $76,018 $63,298 $59,803 $52,881 $32,344 Portfolio turnover rate ............... 0.16% 8.11% 11.08% 8.16% 2.63% 3.71% 18.03% (a) For the period August 1, 2004 to December 31, 2004. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.67% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 31 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON CONSERVATIVE TARGET FUND YEAR ENDED SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JULY 31, JUNE 30, 2008 ------------------------------------------- ------------------ (UNAUDITED) 2007 2006 2005 2004(a) 2004 2003 ---------------- ------- ------- ------- ------- ------ ------ CLASS R PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 13.55 $ 13.30 $ 12.71 $ 12.46 $ 11.63 $10.89 $10.23 ------- ------- ------- ------- ------- ------ ------ Income from investment operations(b): Net investment income(c, d) ........ 0.12 0.47 0.37 0.26 0.11 0.21 0.19 Net realized and unrealized gains (losses) ........................ (0.62) 0.57 0.85 0.28 0.85 0.72 0.69 ------- ------- ------- ------- ------- ------ ------ Total from investment operations ...... (0.50) 1.04 1.22 0.54 0.96 0.93 0.88 ------- ------- ------- ------- ------- ------ ------ Less distributions from: Net investment income .............. (0.12) (0.44) (0.39) (0.29) (0.13) (0.19) (0.22) Net realized gains ................. (0.24) (0.35) (0.24) -- -- -- -- ------- ------- ------- ------- ------- ------ ------ Total distributions ................... (0.36) (0.79) (0.63) (0.29) (0.13) (0.19) (0.22) ------- ------- ------- ------- ------- ------ ------ Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) --(e) -- ------- ------- ------- ------- ------- ------ ------ Net asset value, end of period ........ $ 12.69 $ 13.55 $ 13.30 $ 12.71 $ 12.46 $11.63 $10.89 ======= ======= ======= ======= ======= ====== ====== Total return(f) ....................... (3.69)% 7.91% 9.73% 4.37% 8.27% 8.56% 8.79% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) ................... 0.88% 0.93% 0.94% 0.98% 1.07% 1.10% 1.16% Expenses net of waiver and payments by affiliates(h) ................... 0.76% 0.74% 0.75% 0.94% 1.07% 1.10% 1.16% Net investment income(d) .............. 1.83% 3.27% 2.84% 2.06% 2.15% 1.75% 1.96% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $29,277 $25,476 $14,490 $14,112 $12,199 $8,370 $5,718 Portfolio turnover rate ............... 0.16% 8.11% 11.08% 8.16% 2.63% 3.71% 18.03% (a) For the period August 1, 2004 to December 31, 2004. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.67% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. 32 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON CONSERVATIVE TARGET FUND YEAR ENDED SIX MONTHS ENDED DECEMBER 31, PERIOD ENDED JUNE 30, 2008 ----------------- DECEMBER 31, (UNAUDITED) 2007 2006 2005(a) ---------------- ------ ------ ------------- ADVISOR CLASS PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ................... $13.57 $13.31 $12.72 $12.81 ------ ------ ------ ------ Income from investment operations(b): Net investment income(c, d) ......................... 0.15 0.53 0.45 0.07 Net realized and unrealized gains (losses) .......... (0.62) 0.58 0.83 0.02 ------ ------ ------ ------ Total from investment operations ....................... (0.47) 1.11 1.28 0.09 ------ ------ ------ ------ Less distributions from: Net investment income ............................... (0.15) (0.50) (0.45) (0.18) Net realized gains .................................. (0.24) (0.35) (0.24) -- ------ ------ ------ ------ Total distributions .................................... (0.39) (0.85) (0.69) (0.18) ------ ------ ------ ------ Redemption fees ........................................ --(e) --(e) --(e) --(e) ------ ------ ------ ------ Net asset value, end of period ......................... $12.71 $13.57 $13.31 $12.72 ====== ====== ====== ====== Total return(f) ........................................ (3.47)% 8.48% 10.28% 0.68% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) ... 0.38% 0.43% 0.44% 0.48% Expenses net of waiver and payments by affiliates(h) ... 0.26% 0.24% 0.25% 0.44% Net investment income(d) ............................... 2.33% 3.77% 3.34% 2.56% SUPPLEMENTAL DATA Net assets, end of period (000's) ...................... $3,663 $3,536 $1,726 $ 753 Portfolio turnover rate ................................ 0.16% 8.11% 11.08% 8.16% (a) For the period December 1, 2005 (effective date) to December 31, 2005. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.67% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 33 Franklin Templeton Fund Allocator Series STATEMENT OF INVESTMENTS, JUNE 30, 2008 (UNAUDITED) FRANKLIN TEMPLETON CONSERVATIVE TARGET FUND SHARES VALUE ------------------------------------------- ---------- ------------ INVESTMENTS IN UNDERLYING FUNDS 80.9%(a) DOMESTIC EQUITY 27.7% (b) Franklin Flex Cap Growth Fund, Advisor Class .............................. 789,300 $ 35,289,595 (b) Franklin Growth Opportunities Fund, Advisor Class ......................... 479,432 9,751,640 Franklin MicroCap Value Fund, Advisor Class ............................... 224,432 6,975,353 Franklin Natural Resources Fund, Advisor Class ............................ 214,111 11,532,019 (b) Franklin Small Cap Growth Fund, Advisor Class ............................. 3,097,159 28,184,144 Mutual Shares Fund, Class Z ............................................... 1,748,443 37,923,730 ------------ 129,656,481 ------------ DOMESTIC FIXED INCOME 27.8% Franklin Strategic Mortgage Portfolio ..................................... 2,028,035 18,475,396 Franklin Total Return Fund, Advisor Class ................................. 4,790,489 46,180,315 Franklin U.S. Government Securities Fund, Advisor Class ................... 10,128,175 65,428,008 ------------ 130,083,719 ------------ FOREIGN EQUITY 12.0% Franklin Global Real Estate Fund, Advisor Class ........................... 687,010 5,839,584 Franklin Gold and Precious Metals Fund, Advisor Class ..................... 243,176 10,050,464 Mutual European Fund, Class Z ............................................. 840,677 19,100,180 Templeton China World Fund, Advisor Class ................................. 258,874 9,402,321 Templeton Foreign Fund, Advisor Class ..................................... 1,131,533 12,005,568 ------------ 56,398,117 ------------ FOREIGN FIXED INCOME 13.4% Templeton Global Bond Fund, Advisor Class ................................. 5,582,994 63,032,004 ------------ TOTAL INVESTMENTS IN UNDERLYING FUNDS BEFORE SHORT TERM INVESTMENT (COST $364,533,896) .................................................... 379,170,321 ------------ SHORT TERM INVESTMENT (COST $89,930,104) 19.2% MONEY MARKET FUND 19.2% (c) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.17% ...... 89,930,104 89,930,104 ------------ TOTAL INVESTMENTS IN UNDERLYING FUNDS (COST $454,464,000) 100.1% .......... 469,100,425 OTHER ASSETS, LESS LIABILITIES (0.1)% ..................................... (456,514) ------------ NET ASSETS 100.0% ......................................................... $468,643,911 ============ (a) See Note 6 regarding investments in Underlying Funds. (b) Non-income producing for the twelve months ended June 30, 2008. (c) The rate shown is the annualized seven-day yield at period end. The accompanying notes are an integral part of these financial statements. 34 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS FRANKLIN TEMPLETON MODERATE TARGET FUND YEAR ENDED SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JULY 31, JUNE 30, 2008 ----------------------------------------------- -------------------- (UNAUDITED) 2007 2006 2005 2004(a) 2004 2003 ---------------- -------- -------- -------- -------- -------- -------- CLASS A PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............................ $ 14.35 $ 14.03 $ 13.14 $ 12.69 $ 11.65 $ 10.64 $ 9.83 -------- -------- -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c, d) ....... 0.11 0.43 0.35 0.25 0.12 0.20 0.19 Net realized and unrealized gains (losses) ....................... (0.86) 0.87 1.15 0.50 1.05 1.00 0.81 -------- -------- -------- -------- -------- -------- -------- Total from investment operations ..... (0.75) 1.30 1.50 0.75 1.17 1.20 1.00 -------- -------- -------- -------- -------- -------- -------- Less distributions from: Net investment income ............. (0.11) (0.43) (0.38) (0.30) (0.13) (0.19) (0.19) Net realized gains ................ (0.37) (0.55) (0.23) -- -- -- -- -------- -------- -------- -------- -------- -------- -------- Total distributions .................. (0.48) (0.98) (0.61) (0.30) (0.13) (0.19) (0.19) -------- -------- -------- -------- -------- -------- -------- Redemption fees ...................... --(e) --(e) --(e) --(e) --(e) --(e) -- -------- -------- -------- -------- -------- -------- -------- Net asset value, end of period ....... $ 13.12 $ 14.35 $ 14.03 $ 13.14 $ 12.69 $ 11.65 $ 10.64 ======== ======== ======== ======== ======== ======== ======== Total return(f) ...................... (5.19)% 9.40% 11.57% 5.94% 0.14% 1.18% 10.47% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) .................. 0.66% 0.68% 0.70% 0.74% 0.81% 0.89% 0.98% Expenses net of waiver and payments by affiliates(h) .................. 0.52% 0.50% 0.50% 0.69% 0.81% 0.89% 0.98% Net investment income(d) ............. 1.61% 2.92% 2.56% 1.93% 2.32% 1.75% 1.89% SUPPLEMENTAL DATA Net assets, end of period (000's) .... $512,612 $491,451 $401,392 $316,754 $281,033 $219,273 $121,617 Portfolio turnover rate .............. 0.64% 10.29% 9.40% 10.59% 2.78% 4.13% 15.90% (a) For the period August 1, 2004 to December 31, 2004. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.73% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 35 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON MODERATE TARGET FUND PERIOD SIX MONTHS ENDED YEAR ENDED DECEMBER 31, ENDED JUNE 30, 2008 ------------------------------------------- JULY 31, (UNAUDITED) 2007 2006 2005 2004(a) 2004(b) ---------------- ------- ------- ------- ------- -------- CLASS B PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............................ $ 14.31 $ 13.99 $ 13.10 $ 12.66 $11.62 $11.62 ------- ------- ------- ------- ------- ------ Income from investment operations(c): Net investment income(d, e) ....... 0.06 0.31 0.24 0.15 0.09 0.05 Net realized and unrealized gains (losses) ....................... (0.86) 0.88 1.15 0.50 1.03 0.09 ------- ------- ------- ------- ------- ------ Total from investment operations ..... (0.80) 1.19 1.39 0.65 1.12 0.14 ------- ------- ------- ------- ------- ------ Less distributions from: Net investment income ............. (0.06) (0.32) (0.27) (0.21) (0.08) (0.14) Net realized gains ................ (0.37) (0.55) (0.23) -- -- -- ------- ------- ------- ------- ------- ------ Total distributions .................. (0.43) (0.87) (0.50) (0.21) (0.08) (0.14) ------- ------- ------- ------- ------- ------ Redemption fees ...................... --(f) --(f) --(f) --(f) --(f) --(f) ------- ------- ------- ------- ------- ------ Net asset value, end of period ....... $ 13.08 $ 14.31 $ 13.99 $ 13.10 $12.66 $11.62 ======= ======= ======= ======= ====== ====== Total return(g) ...................... (5.63)% 8.61% 10.70% 5.18% 9.77% 1.18% RATIOS TO AVERAGE NET ASSETS(h) Expenses before waiver and payments by affiliates(i) .................. 1.41% 1.43% 1.45% 1.49% 1.56% 1.64% Expenses net of waiver and payments by affiliates(i) .................. 1.27% 1.25% 1.25% 1.44% 1.56% 1.64% Net investment income(e) ............. 0.86% 2.17% 1.81% 1.18% 1.57% 1.00% SUPPLEMENTAL DATA Net assets, end of period (000's) .... $11,883 $12,445 $11,533 $10,170 $8,700 $5,417 Portfolio turnover rate .............. 0.64% 10.29% 9.40% 10.59% 2.78% 4.13% (a) For the period August 1, 2004 to December 31, 2004. (b) For the period December 1, 2003 (effective date) to July 31, 2004. (c) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (d) Based on average daily shares outstanding. (e) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (f) Amount rounds to less than $0.01 per share. (g) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. (i) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.73% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. 36 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON MODERATE TARGET FUND YEAR ENDED SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JULY 31, JUNE 30, 2008 ----------------------------------------------- -------------------- (UNAUDITED) 2007 2006 2005 2004(a) 2004 2003 ---------------- -------- -------- -------- -------- ------- -------- CLASS C PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............................ $ 14.11 $ 13.81 $ 12.94 $ 12.50 $ 11.47 $ 10.48 $ 9.69 -------- -------- -------- -------- -------- ------- ------- Income from investment operations(b): Net investment income(c, d) ....... 0.06 0.31 0.24 0.15 0.08 0.12 0.11 Net realized and unrealized gains (losses) ....................... (0.85) 0.87 1.13 0.50 1.03 0.98 0.80 -------- -------- -------- -------- -------- ------- ------- Total from investment operations ..... (0.79) 1.18 1.37 0.65 1.11 1.10 0.91 -------- -------- -------- -------- -------- ------- ------- Less distributions from: Net investment income ............. (0.07) (0.33) (0.27) (0.21) (0.08) (0.11) (0.12) Net realized gains ................ (0.37) (0.55) (0.23) -- -- -- -- -------- -------- -------- -------- -------- ------- ------- Total distributions .................. (0.44) (0.88) (0.50) (0.21) (0.08) (0.11) (0.12) -------- -------- -------- -------- -------- ------- ------- Redemption fees ...................... --(e) --(e) --(e) --(e) --(e) --(e) -- -------- -------- -------- -------- -------- ------- ------- Net asset value, end of period ....... $ 12.88 $ 14.11 $ 13.81 $ 12.94 $ 12.50 $ 11.47 $ 10.48 ======== ======== ======== ======== ======== ======= ======= Total return(f) ...................... (5.62)% 8.61% 10.72% 5.25% 9.75% 10.39% 9.50% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) .................. 1.41% 1.43% 1.45% 1.48% 1.56% 1.64% 1.73% Expenses net of waiver and payments by affiliates(h) .................. 1.27% 1.25% 1.25% 1.43% 1.56% 1.64% 1.73% Net investment income(d) ............. 0.86% 2.17% 1.81% 1.19% 1.57% 1.00% 1.14% SUPPLEMENTAL DATA Net assets, end of period (000's) .... $173,245 $160,563 $134,465 $112,294 $105,966 $90,988 $56,341 Portfolio turnover rate .............. 0.64% 10.29% 9.40% 10.59% 2.78% 4.13% 15.90% (a) For the period August 1, 2004 to December 31, 2004. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.73% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 37 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON MODERATE TARGET FUND YEAR ENDED SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JULY 31, JUNE 30, 2008 ---------------------------------------- ------------------ (UNAUDITED) 2007 2006 2005 2004(a) 2004 2003 ---------------- ------- ------- ------- ------- ------- ------- CLASS R PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 14.32 $ 14.00 $ 13.11 $ 12.66 $ 11.62 $ 10.62 $ 9.82 ------- ------- ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c, d) ........ 0.09 0.39 0.31 0.21 0.11 0.18 0.13 Net realized and unrealized gains (losses) ........................ (0.85) 0.88 1.15 0.51 1.04 0.98 0.85 ------- ------- ------- ------- ------- ------- ------- Total from investment operations ...... (0.76) 1.27 1.46 0.72 1.15 1.16 0.98 ------- ------- ------- ------- ------- ------- ------- Less distributions from: Net investment income .............. (0.10) (0.40) (0.34) (0.27) (0.11) (0.16) (0.18) Net realized gains ................. (0.37) (0.55) (0.23) -- -- -- -- ------- ------- ------- ------- ------- ------- ------- Total distributions ................... (0.47) (0.95) (0.57) (0.27) (0.11) (0.16) (0.18) ------- ------- ------- ------- ------- ------- ------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) --(e) -- ------- ------- ------- ------- ------- ------- ------- Net asset value, end of period ........ $ 13.09 $ 14.32 $ 14.00 $ 13.11 $ 12.66 $ 11.62 $10.62 ======= ======= ======= ======= ======= ======= ======= Total return(f) ....................... (5.38)% 9.16% 11.27% 5.73% 9.92% 10.95% 10.10% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) .......... 0.91% 0.93% 0.95% 0.99% 1.06% 1.14% 1.23% Expenses net of waiver and payments by affiliates(h) .......... 0.77% 0.75% 0.75% 0.94% 1.06% 1.14% 1.23% Net investment income(d) .............. 1.36% 2.67% 2.31% 1.68% 2.07% 1.50% 1.64% SUPPLEMENTAL DATA Net assets, end of period (000's) .. .................. $46,050 $40,102 $31,719 $30,403 $25,162 $17,161 $10,989 Portfolio turnover rate ............... 0.64% 10.29% 9.40% 10.59% 2.78% 4.13% 15.90% (a) For the period August 1, 2004 to December 31, 2004. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.73% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. 38 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON MODERATE TARGET FUND SIX YEAR ENDED PERIOD MONTHS ENDED DECEMBER 31, ENDED JUNE 30, 2008 ---------------- DECEMBER 31, (UNAUDITED) 2007 2006 2005(a) ---------------- ------ ------ ------------ ADVISOR CLASS PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 14.35 $14.03 $13.15 $13.23 ------- ------ ------ ------ Income from investment operations(b): Net investment income(c, d) ........ 0.13 0.46 0.40 0.08 Net realized and unrealized gains (losses) ........................ (0.86) 0.88 1.13 0.02 ------- ------ ------ ------ Total from investment operations ...... (0.73) 1.34 1.53 0.10 ------- ------ ------ ------ Less distributions from: Net investment income .............. (0.13) (0.47) (0.42) (0.18) Net realized gains ................. (0.37) (0.55) (0.23) -- ------- ------ ------ ------ Total distributions ................... (0.50) (1.02) (0.65) (0.18) ------- ------ ------ ------ Redemption fees ....................... --(e) --(e) --(e) --(e) ------- ------ ------ ------ Net asset value, end of period ........ $ 13.12 $14.35 $14.03 $13.15 ======= ====== ====== ====== Total return(f) ....................... (5.08)% 9.66% 11.87% 0.68% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) ................... 0.41% 0.43% 0.45% 0.49% Expenses net of waiver and payments by affiliates(h) ..................... 0.27% 0.25% 0.25% 0.44% Net investment income(d) .............. 1.86% 3.17% 2.81% 2.18% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $10,297 $9,699 $7,071 $3,890 Portfolio turnover rate ............... 0.64% 10.29% 9.40% 10.59% (a) For the period December 1, 2005 (effective date) to December 31, 2005. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.73% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 39 Franklin Templeton Fund Allocator Series STATEMENT OF INVESTMENTS, JUNE 30, 2008 (UNAUDITED) FRANKLIN TEMPLETON MODERATE TARGET FUND SHARES VALUE --------------------------------------- ---------- ------------ INVESTMENTS IN UNDERLYING FUNDS 90.9%(a) DOMESTIC EQUITY 37.4% (b) Franklin Flex Cap Growth Fund, Advisor Class ... 1,699,038 $ 75,963,971 (b) Franklin Growth Opportunities Fund, Advisor Class ....................................... 1,184,548 24,093,697 Franklin MicroCap Value Fund, Advisor Class .... 492,133 15,295,484 Franklin Natural Resources Fund, Advisor Class ....................................... 456,983 24,613,122 (b) Franklin Small Cap Growth Fund, Advisor Class .. 6,722,499 61,174,742 Mutual Shares Fund, Class Z .................... 3,722,135 80,733,109 ------------ 281,874,125 ------------ DOMESTIC FIXED INCOME 24.9% Franklin Strategic Mortgage Portfolio .......... 2,934,431 26,732,664 Franklin Total Return Fund, Advisor Class ...... 6,999,347 67,473,702 Franklin U.S. Government Securities Fund, Advisor Class ............................... 14,427,530 93,201,844 ------------ 187,408,210 ------------ FOREIGN EQUITY 16.5% Franklin Global Real Estate Fund, Advisor Class ....................................... 1,586,822 13,487,986 Franklin Gold and Precious Metals Fund, Advisor Class ....................................... 545,678 22,552,883 Mutual European Fund, Class Z .................. 1,886,767 42,867,354 Templeton China World Fund, Advisor Class ...... 562,994 20,447,934 Templeton Foreign Fund, Advisor Class .......... 2,354,866 24,985,123 ------------ 124,341,280 ------------ FOREIGN FIXED INCOME 12.1% Templeton Global Bond Fund, Advisor Class ......................... 8,106,802 91,525,799 ------------ TOTAL INVESTMENTS IN UNDERLYING FUNDS BEFORE SHORT TERM INVESTMENT (COST $641,642,915) ......................... 685,149,414 ------------ SHORT TERM INVESTMENT (COST $68,682,249) 9.1% MONEY MARKET FUND 9.1% (c) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.17% ..................... 68,682,249 68,682,249 ------------ TOTAL INVESTMENTS IN UNDERLYING FUNDS (COST $710,325,164) 100.0% .................. 753,831,663 OTHER ASSETS, LESS LIABILITIES 0.0%(d) ......... 254,988 ------------ NET ASSETS 100.0% .............................. $754,086,651 ============ (a) See Note 6 regarding investments in Underlying Funds. (b) Non-income producing for the twelve months ended June 30, 2008. (c) The rate shown is the annualized seven-day yield at period end. (d) Rounds to less than 0.1% of net assets. The accompanying notes are an integral part of these financial statements. 40 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS FRANKLIN TEMPLETON GROWTH TARGET FUND YEAR ENDED SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JULY 31, JUNE 30, 2008 -------------------------------------------- ------------------- (UNAUDITED) 2007 2006 2005 2004(a) 2004 2003 ---------------- -------- -------- -------- -------- -------- ------- CLASS A PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ..................... $ 16.17 $ 15.63 $ 14.10 $ 13.17 $ 11.83 $ 10.46 $ 9.47 -------- -------- -------- -------- -------- -------- ------- Income from investment operations(b): Net investment income (c, d) ........... 0.04 0.32 0.24 0.14 0.09 0.11 0.08 Net realized and unrealized gains (losses) .......... (1.35) 1.31 1.73 0.96 1.33 1.36 1.01 -------- -------- -------- -------- -------- -------- ------- Total from investment operations ................. (1.31) 1.63 1.97 1.10 1.42 1.47 1.09 -------- -------- -------- -------- -------- -------- ------- Less distributions from: Net investment income and short term gains received from Underlying Funds ... (0.01) (0.32) (0.32) (0.17) (0.08) (0.10) (0.10) Net realized gains ......... (0.66) (0.77) (0.12) -- -- -- -- -------- -------- -------- -------- -------- -------- ------- Total distributions ........... (0.67) (1.09) (0.44) (0.17) (0.08) (0.10) (0.10) -------- -------- -------- -------- -------- -------- ------- Redemption fees ............... --(e) --(e) --(e) --(e) --(e) --(e) -- -------- -------- -------- -------- -------- -------- ------- Net asset value, end of period ..................... $ 14.19 $ 16.17 $ 15.63 $ 14.10 $ 13.17 $ 11.83 $ 10.46 ======== ======== ======== ======== ======== ======== ======= Total return(f) ............... (8.12)% 10.58% 13.90% 8.47% 12.04% 14.04% 11.64% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) .. 0.72% 0.74% 0.75% 0.79% 0.85% 0.83% 0.92% Expenses net of waiver and payments by affiliates(h) .. 0.52% 0.50% 0.50% 0.72% 0.85% 0.83% 0.92% Net investment income(d) ...... 0.49% 1.93% 1.59% 1.07% 1.72% 0.91% 0.84% SUPPLEMENTAL DATA Net assets, end of period (000's) .................... $372,985 $394,689 $319,521 $230,686 $202,560 $165,500 $99,432 Portfolio turnover rate ....... 0.63% 10.36% 9.31% 10.50% 3.98% 3.46% 21.87% (a) For the period August 1, 2004 to December 31, 2004. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.80% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 41 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON GROWTH TARGET FUND SIX MONTHS ENDED YEAR ENDED DECEMBER 31, PERIOD ENDED JUNE 30, 2008 ------------------------------------- JULY 31, (UNAUDITED) 2007 2006 2005 2004(a) 2004(b) ---------------- ------ ------ ------ ------- ------------ CLASS B PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .................. $15.91 $15.45 $13.97 $13.09 $11.75 $11.80 ------ ------ ------ ------ ------ ------ Income from investment operations(c): Net investment income (loss)(d, e) ............ (0.02) 0.17 0.12 0.04 0.06 (0.02) Net realized and unrealized gains (losses) .......... (1.32) 1.31 1.72 0.96 1.32 0.09 ------ ------ ------ ------ ------ ------ Total from investment operations ................. (1.34) 1.48 1.84 1.00 1.38 0.07 ------ ------ ------ ------ ------ ------ Less distributions from: Net investment income and short term gains received from Underlying Funds ... (0.01) (0.25) (0.24) (0.12) (0.04) (0.12) Net realized gains ......... (0.66) (0.77) (0.12) -- -- -- ------ ------ ------ ------ ------ ------ Total distributions ........... (0.67) (1.02) (0.36) (0.12) (0.04) (0.12) ------ ------ ------ ------ ------ ------ Redemption fees ............... --(f) --(f) --(f) --(f) --(f) --(f) ------ ------ ------ ------ ------ ------ Net asset value, end of period ..................... $13.90 $15.91 $15.45 $13.97 $13.09 $11.75 ====== ====== ====== ====== ====== ====== Total return(g) ............... (8.44)% 9.76% 13.06% 7.63% 11.76% 0.56% RATIOS TO AVERAGE NET ASSETS(h) Expenses before waiver and payments by affiliates(i) .. 1.47% 1.49% 1.50% 1.54% 1.60% 1.58% Expenses net of waiver and payments by affiliates(i) .. 1.27% 1.25% 1.25% 1.47% 1.60% 1.58% Net investment income (loss)(e) .................. (0.26)% 1.18% 0.84% 0.32% 0.97% 0.16% SUPPLEMENTAL DATA Net assets, end of period (000's) .................... $8,135 $8,292 $8,195 $6,468 $5,343 $3,178 Portfolio turnover rate ....... 0.63% 10.36% 9.31% 10.50% 3.98% 3.46% (a) For the period August 1, 2004 to December 31, 2004. (b) For the period December 1, 2003 (effective date) to July 31, 2004. (c) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (d) Based on average daily shares outstanding. (e) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (f) Amount rounds to less than $0.01 per share. (g) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. (i) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.80% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. 42 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON GROWTH TARGET FUND YEAR ENDED SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JULY 31, JUNE 30, 2008 ------------------------------------------- ------------------ (UNAUDITED) 2007 2006 2005 2004(a) 2004 2003 ---------------- -------- -------- ------- ------- ------- ------- CLASS C PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ..................... $ 15.90 $ 15.44 $ 13.97 $ 13.09 $ 11.72 $ 10.38 $ 9.40 -------- -------- -------- ------- ------- ------- ------- Income from investment operations(b): Net investment income (loss)(c, d) ............ (0.02) 0.19 0.13 0.04 0.05 0.02 0.01 Net realized and unrealized gains (losses) .......... (1.32) 1.29 1.70 0.96 1.32 1.35 1.00 -------- -------- -------- ------- ------- ------- ------- Total from investment operations ................. (1.34) 1.48 1.83 1.00 1.37 1.37 1.01 -------- -------- -------- ------- ------- ------- ------- Less distributions from: Net investment income and short term gains received from Underlying Funds ... (0.01) (0.25) (0.24) (0.12) -- (0.03) (0.03) Net realized gains ......... (0.66) (0.77) (0.12) -- -- -- -- -------- -------- -------- ------- ------- ------- ------- Total distributions ........... (0.67) (1.02) (0.36) (0.12) -- (0.03) (0.03) -------- -------- -------- ------- ------- ------- ------- Redemption fees ............... --(e) --(e) --(e) --(e) --(e) --(e) -- -------- -------- -------- ------- ------- ------- ------- Net asset value, end of period ..................... $ 13.89 $ 15.90 $ 15.44 $ 13.97 $ 13.09 $ 11.72 $ 10.38 ======== ======== ======== ======= ======= ======= ======= Total return(f) ............... (8.45)% 9.72% 13.08% 7.63% 11.69% 13.18% 10.74% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) .. 1.47% 1.49% 1.50% 1.54% 1.60% 1.58% 1.67% Expenses net of waiver and payments by affiliates(h) .. 1.27% 1.25% 1.25% 0.47% 1.60% 1.58% 1.67% Net investment income (loss)(d) .................. (0.26)% 1.18% 0.84% 0.32% 0.97% 0.16% 0.09% SUPPLEMENTAL DATA Net assets, end of period (000's) .................... $140,015 $145,218 $122,156 $88,986 $73,816 $61,179 $40,829 Portfolio turnover rate ....... 0.63% 10.36% 9.31% 10.50% 3.98% 3.46% 21.87% (a) For the period August 1, 2004 to December 31, 2004. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.80% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 43 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON GROWTH TARGET FUND YEAR ENDED SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JULY 31, JUNE 30, 2008 ---------------------------------------- ----------------- (UNAUDITED) 2007 2006 2005 2004(a) 2004 2003 ---------------- ------- ------- ------- ------- ------- ------ CLASS R PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ..................... $ 16.02 $ 15.52 $ 14.02 $ 13.11 $ 11.76 $ 10.40 $ 9.46 ------- ------- ------- ------- ------- ------- ------ Income from investment operations(b): Net investment income(c, d) ............ 0.02 0.29 0.20 0.11 0.08 0.08 0.05 Net realized and unrealized gains (losses) .......... (1.32) 1.28 1.71 0.95 1.33 1.36 1.00 ------- ------- ------- ------- ------- ------- ------ Total from investment operations ................. (1.30) 1.57 1.91 1.06 1.41 1.44 1.05 ------- ------- ------- ------- ------- ------- ------ Less distributions from: Net investment income and short term gains received from Underlying Funds ... (0.01) (0.30) (0.29) (0.15) (0.06) (0.08) (0.11) Net realized gains ......... (0.66) (0.77) (0.12) -- -- -- -- ------- ------- ------- ------- ------- ------- ------ Total distributions ........... (0.67) (1.07) (0.41) (0.15) (0.06) (0.08) (0.11) ------- ------- ------- ------- ------- ------- ------ Redemption fees ............... --(e) --(e) --(e) --(e) --(e) --(e) -- ------- ------- ------- ------- ------- ------- ------ Net asset value, end of period ..................... $ 14.05 $ 16.02 $ 15.52 $ 14.02 $ 13.11 $ 11.76 $10.40 ======= ======= ======= ======= ======= ======= ====== Total return(f) ............... (8.19)% 10.31% 13.65% 8.10% 12.00% 13.89% 11.11% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) .. 0.97% 0.99% 1.00% 1.04% 1.10% 1.08% 1.17% Expenses net of waiver and payments by affiliates(h) .. 0.77% 0.75% 0.75% 0.97% 1.10% 1.08% 1.17% Net investment income(d) ...... 0.24% 1.68% 1.34% 0.82% 1.47% 0.66% 0.59% SUPPLEMENTAL DATA Net assets, end of period (000's) .................... $39,592 $36,757 $26,215 $19,461 $15,206 $11,714 $5,567 Portfolio turnover rate ....... 0.63% 10.36% 9.31% 10.50% 3.98% 3.46% 21.87% (a) For the period August 1, 2004 to December 31, 2004. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.80% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. 44 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON GROWTH TARGET FUND YEAR ENDED SIX MONTHS ENDED DECEMBER 31, PERIOD ENDED JUNE 30, 2008 ---------------- DECEMBER 31, (UNAUDITED) 2007 2006 2005(a) ---------------- ------ ------ ------------ ADVISOR CLASS PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ..................... $16.19 $15.64 $14.10 $14.18 ------ ------ ------ ------ Income from investment operations(b): Net investment income(c, d) ............ 0.06 0.38 0.29 0.11 Net realized and unrealized gains (losses) .......... (1.35) 1.29 1.72 (0.03) ------ ------ ------ ------ Total from investment operations ................. (1.29) 1.67 2.01 0.08 ------ ------ ------ ------ Less distributions from: Net investment income and short term gains received from Underlying Funds ... (0.01) (0.35) (0.35) (0.16) Net realized gains ......... (0.66) (0.77) (0.12) -- ------ ------ ------ ------ Total distributions ........... (0.67) (1.12) (0.47) (0.16) ------ ------ ------ ------ Redemption fees ............... --(e) --(e) --(e) --(e) ------ ------ ------ ------ Net asset value, end of period ...................... $14.23 $16.19 $15.64 $14.10 ====== ====== ====== ====== Total return(f) ............... (7.98)% 10.80% 14.26% 0.54% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) .. 0.47% 0.49% 0.50% 0.54% Expenses net of waiver and payments by affiliates(h) .. 0.27% 0.25% 0.25% 0.47% Net investment income(d) ...... 0.74% 2.18% 1.84% 1.32% SUPPLEMENTAL DATA Net assets, end of period (000's) .................... $9,833 $9,917 $5,593 $3,320 Portfolio turnover rate ....... 0.63% 10.36% 9.31% 10.50% (a) For the period December 1, 2005 (effective date) to December 31, 2005. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.80% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 45 Franklin Templeton Fund Allocator Series STATEMENT OF INVESTMENTS, JUNE 30, 2008 (UNAUDITED) FRANKLIN TEMPLETON GROWTH TARGET FUND SHARES VALUE ------------------------------------- ---------- ------------ INVESTMENTS IN UNDERLYING FUNDS 95.2%(a) DOMESTIC EQUITY 55.4% (b) Franklin Flex Cap Growth Fund, Advisor Class .............. 1,891,708 $ 84,578,283 (b) Franklin Growth Opportunities Fund, Advisor Class ............................ 1,241,796 25,258,130 Franklin MicroCap Value Fund, Advisor Class .............. 547,356 17,011,821 Franklin Natural Resources Fund, Advisor Class .............. 536,846 28,914,519 (b) Franklin Small Cap Growth Fund, Advisor Class ................. 7,660,703 69,712,397 Mutual Shares Fund, Class Z .......................... 4,172,841 90,508,916 ------------ 315,984,066 ------------ DOMESTIC FIXED INCOME 10.9% Franklin Strategic Mortgage Portfolio ........................ 1,012,269 9,221,770 Franklin Total Return Fund, Advisor Class .................... 2,321,232 22,376,678 Franklin U.S. Government Securities Fund, Advisor Class ............................ 4,775,047 30,846,801 ------------ 62,445,249 ------------ FOREIGN EQUITY 23.5% Franklin Global Real Estate Fund, Advisor Class .............. 1,916,351 16,288,981 Franklin Gold and Precious Metals Fund, Advisor Class ............................ 572,865 23,676,502 Mutual European Fund, Class Z ....... 2,034,130 46,215,440 Templeton China World Fund, Advisor Class .................... 612,420 22,243,103 Templeton Foreign Fund, Advisor Class .................... 2,436,098 25,847,004 ------------ 134,271,030 ------------ FOREIGN FIXED INCOME 5.4% Templeton Global Bond Fund, Advisor Class .................... 2,713,591 30,636,448 ------------ TOTAL INVESTMENTS IN UNDERLYING FUNDS BEFORE SHORT TERM INVESTMENT (COST $503,584,816) .............. 543,336,793 ------------ SHORT TERM INVESTMENT (COST $28,381,089) 5.0% MONEY MARKET FUND 5.0% (c) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.17% ............................ 28,381,089 28,381,089 ------------ TOTAL INVESTMENTS IN UNDERLYING FUNDS (COST $531,965,905) 100.2% ............. 571,717,882 OTHER ASSETS, LESS LIABILITIES (0.2)% ............... (1,158,535) ------------ NET ASSETS 100.0% ................... $570,559,347 ============ (a) See Note 6 regarding investments in Underlying Funds. (b) Non-income producing for the twelve months ended June 30, 2008. (c) The rate shown is the annualized seven-day yield at period end. The accompanying notes are an integral part of these financial statements. 46 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES June 30, 2008 (unaudited) FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON CONSERVATIVE MODERATE GROWTH TARGET FUND TARGET FUND TARGET FUND ------------ ------------ ------------ Assets: Investments in Underlying Funds (Note 6): Cost .................... $454,464,000 $710,325,164 $531,965,905 ------------ ------------ ------------ Value ................... $469,100,425 $753,831,663 $571,717,882 Receivables on capital shares sold ............. 2,303,223 4,052,344 2,244,069 ------------ ------------ ------------ Total assets ......... 471,403,648 757,884,007 573,961,951 ------------ ------------ ------------ Liabilities: Payables: Capital shares redeemed ............. 1,156,446 1,963,267 1,624,844 Affiliates .............. 468,880 728,429 559,746 Distributions to shareholders ......... 1,029,506 922,136 1,058,529 Accrued expenses and other liabilities ............. 104,905 183,524 159,485 ------------ ------------ ------------ Total liabilities .... 2,759,737 3,797,356 3,402,604 ------------ ------------ ------------ Net assets, at value .......... $468,643,911 $754,086,651 $570,559,347 ------------ ------------ ------------ Net assets consist of: Paid-in capital ............ $454,337,080 $711,502,218 $530,892,041 Undistributed net investment income .................. 34,347 26,917 812,433 Net unrealized appreciation (depreciation) .......... 14,636,425 43,506,499 39,751,977 Accumulated net realized gain (loss) ............. (363,941) (948,983) (897,104) ------------ ------------ ------------ Net assets, at value .......... $468,643,911 $754,086,651 $570,559,347 ============ ============ ============ The accompanying notes are an integral part of these financial statements. Semiannual Report | 47 Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) June 30, 2008 (unaudited) FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON CONSERVATIVE MODERATE GROWTH TARGET FUND TARGET FUND TARGET FUND ------------ ------------ ------------ CLASS A: Net assets, at value ....... $282,864,353 $512,612,054 $372,985,195 ------------ ------------ ------------ Shares outstanding ......... 22,236,294 39,076,513 26,276,927 ------------ ------------ ------------ Net asset value per share(a) ................ $ 12.72 $ 13.12 $ 14.19 ------------ ------------ ------------ Maximum offering price per share (net asset value per share / 94.25%) ..... $ 13.50 $ 13.92 $ 15.06 ------------ ------------ ------------ CLASS B: Net assets, at value ....... $ 6,562,154 $ 11,883,064 $ 8,135,086 ------------ ------------ ------------ Shares outstanding ......... 517,455 908,812 585,188 ------------ ------------ ------------ Net asset value and maximum offering price per share(a) ................ $ 12.68 $ 13.08 $ 13.90 ------------ ------------ ------------ CLASS C: Net assets, at value ....... $146,277,448 $173,244,915 $140,014,551 ------------ ------------ ------------ Shares outstanding ......... 11,652,542 13,450,108 10,076,853 ------------ ------------ ------------ Net asset value and maximum offering price per share(a) ................ $ 12.55 $ 12.88 $ 13.89 ------------ ------------ ------------ CLASS R: Net assets, at value ....... $ 29,277,388 $ 46,050,090 $ 39,591,661 ------------ ------------ ------------ Shares outstanding ......... 2,307,405 3,519,120 2,818,489 ------------ ------------ ------------ Net asset value and maximum offering price per share(a) ................ $ 12.69 $ 13.09 $ 14.05 ------------ ------------ ------------ ADVISOR CLASS: Net assets, at value ....... $ 3,662,568 $ 10,296,528 $ 9,832,854 ------------ ------------ ------------ Shares outstanding ......... 288,207 784,884 690,857 ------------ ------------ ------------ Net asset value and maximum offering price per share(a) ................ $ 12.71 $ 13.12 $ 14.23 ------------ ------------ ------------ (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable, and redemption fees retained by the Fund. The accompanying notes are an integral part of these financial statements. 48 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the six months ended June 30, 2008 (unaudited) FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON CONSERVATIVE MODERATE GROWTH TARGET FUND TARGET FUND TARGET FUND ------------ ------------ ------------ Investment income: Dividends from Underlying Funds (Note 6) .......... $ 5,624,187 $ 7,693,447 $ 2,883,282 ------------ ------------ ------------ Expenses: Asset allocation fees (Note 3a) ............... 436,103 818,510 681,041 Distribution fees: (Note 3c) Class A ................. 334,762 622,831 470,703 Class B ................. 33,186 59,257 39,761 Class C ................. 645,692 810,315 695,039 Class R ................. 66,955 106,214 97,171 Transfer agent fees (Note 3e) ............... 293,223 540,498 550,488 Reports to shareholders .... 15,464 28,537 30,882 Registration and filing fees .................... 55,928 59,265 62,122 Professional fees .......... 13,420 13,664 13,879 Trustees' fees and expenses ................ 806 1,668 1,366 Other ...................... 3,971 7,831 6,753 ------------ ------------ ------------ Total expenses ....... 1,899,510 3,068,590 2,649,205 Expenses waived/paid by affiliates (Note 3f) ......... (255,902) (498,824) (579,750) ------------ ------------ ------------ Net expenses ...... 1,643,608 2,569,766 2,069,455 ------------ ------------ ------------ Net investment income ...... 3,980,579 5,123,681 813,827 ------------ ------------ ------------ Realized and unrealized gains (losses): Net realized gain (loss) from sale of investments in Underlying Funds ..... (97,078) (502,855) (437,051) Net change in unrealized appreciation (depreciation) on investments in Underlying Funds ................... (20,028,409) (44,508,356) (49,877,020) ------------ ------------ ------------ Net realized and unrealized gain (loss) ................ (20,125,487) (45,011,211) (50,314,071) ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations ................. $(16,144,908) $(39,887,530) $(49,500,244) ============ ============ ============ The accompanying notes are an integral part of these financial statements. Semiannual Report | 49 Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS FRANKLIN TEMPLETON FRANKLIN TEMPLETON CONSERVATIVE TARGET FUND MODERATE TARGET FUND ----------------------------- ----------------------------- SIX MONTHS SIX MONTHS ENDED JUNE 30, YEAR ENDED ENDED JUNE 30, YEAR ENDED 2008 DECEMBER 31, 2008 DECEMBER 31, (UNAUDITED) 2007 (UNAUDITED) 2007 -------------- ------------- -------------- ------------- Increase (decrease) in net assets: Operations: Net investment income ... $ 3,980,579 $ 11,066,674 $ 5,123,681 $ 17,560,996 Net realized gain (loss) from Underlying Funds ..... (97,078) 12,679,747 (502,855) 32,240,957 Net change in unrealized appreciation (depreciation) on investments in Underlying Funds ..... (20,028,409) 1,298,295 (44,508,356) 5,441,929 ------------- ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations ..... (16,144,908) 25,044,716 (39,887,530) 55,243,882 ------------- ------------ ------------ ------------ Distributions to shareholders from: Net investment income: Class A .............. (2,837,572) (7,827,189) (4,225,871) (13,678,690) Class B .............. (43,270) (169,537) (55,250) (266,922) Class C .............. (988,182) (2,738,556) (827,440) (3,504,431) Class R .............. (257,506) (691,739) (322,662) (1,047,371) Advisor Class ........ (41,151) (114,381) (96,711) (289,700) Net realized gains: Class A .............. (5,215,311) (5,708,542) (14,041,104) (16,900,630) Class B .............. (122,096) (165,679) (327,683) (444,317) Class C .............. (2,743,312) (2,453,393) (4,780,622) (5,720,106) Class R .............. (541,689) (501,465) (1,274,713) (1,395,923) Advisor Class ........ (67,963) (82,400) (281,923) (335,235) ------------- ------------ ------------ ------------ Total distributions to shareholders ............ (12,858,052) (20,452,881) (26,233,979) (43,583,325) ------------- ------------ ------------ ------------ Capital share transactions: (Note 2) Class A .............. 48,970,628 53,837,470 66,123,498 81,959,202 Class B .............. 488,318 (45,467) 528,933 661,569 Class C .............. 44,152,532 33,874,823 27,798,415 23,513,166 Class R .............. 5,666,385 10,789,707 9,981,708 7,788,466 Advisor Class ........ 364,806 1,808,846 1,512,214 2,488,553 ------------- ------------ ------------ ------------ Total capital share transactions ............ 99,642,669 100,265,379 105,944,768 116,410,956 ------------- ------------ ------------ ------------ Redemption fees ............ 11,349 2,308 4,341 7,689 ------------- ------------ ------------ ------------ Net increase (decrease) in net assets ... 70,651,058 104,859,522 39,827,600 128,079,202 Net assets: Beginning of period ........ 397,992,853 293,133,331 714,259,051 586,179,849 ------------- ------------ ------------ ------------ End of period .............. $ 468,643,911 $397,992,853 $754,086,651 $714,259,051 ============= ============ ============ ============ Undistributed net investment income included in net assets: End of period .............. $ 34,347 $ 221,449 $ 26,917 $ 431,170 ============= ============ ============ ============ The accompanying notes are an integral part of these financial statements. 50 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN TEMPLETON GROWTH TARGET FUND ------------------------------ SIX MONTHS ENDED JUNE 30, YEAR ENDED 2008 DECEMBER 31, (UNAUDITED) 2007 -------------- ------------- Increase (decrease) in net assets: Operations: Net investment income ..... $ 813,827 $ 9,342,685 Net realized gain (loss) from Underlying Funds .. (437,051) 35,997,986 Net change in unrealized appreciation (depreciation) on investments in Underlying Funds ....... (49,877,020) 5,370,351 ------------ ------------ Net increase (decrease) in net assets resulting from operations ....... (49,500,244) 50,711,022 ------------ ------------ Distributions to shareholders from: Net investment income: Class A ................ (228,293) (7,570,294) Class B ................ (4,863) (126,683) Class C ................ (85,363) (2,228,923) Class R ................ (25,062) (666,373) Advisor Class .......... (5,868) (199,883) Net realized gains: Class A ................ (16,501,988) (17,221,275) Class B ................ (368,168) (393,145) Class C ................ (6,340,533) (6,480,615) Class R ................ (1,770,767) (1,546,719) Advisor Class .......... (434,667) (383,485) ------------ ------------ Total distributions to shareholders .............. (25,765,572) (36,817,395) ------------ ------------ Capital share transactions: (Note 2) Class A ................ 27,274,796 65,581,672 Class B ................ 931,226 (137,062) Class C ................ 13,757,625 19,702,856 Class R ................ 7,833,346 9,979,926 Advisor Class .......... 1,152,431 4,168,665 ------------ ------------ Total capital share transactions .............. 50,949,424 99,296,057 ------------ ------------ Redemption fees .............. 2,137 3,636 ------------ ------------ Net increase (decrease) in net assets ....... (24,314,255) 113,193,320 Net assets: Beginning of period .......... 594,873,602 481,680,282 ------------ ------------ End of period ................ $570,559,347 $594,873,602 ============ ============ Undistributed net investment income included in net assets: End of period ................ $ 812,433 $ 348,055 ============ ============ The accompanying notes are an integral part of these financial statements. Semiannual Report | 51 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Franklin Templeton Fund Allocator Series (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of ten separate funds. All funds included in this report (Funds) are diversified. The financial statements of the remaining funds in the Trust are presented separately. The Funds invest primarily in Franklin Templeton mutual funds (Underlying Funds). The Funds offer five classes of shares: Class A, Class B, Class C, Class R, and Advisor Class. Each class of shares differs by its initial sales load, contingent deferred sales charges, distribution fees, voting rights on matters affecting a single class and its exchange privilege. The following summarizes the Funds' significant accounting policies. A. SECURITY VALUATION Net asset value per share is calculated as of the close of trading of the NYSE. Investments in the Underlying Funds are valued at their closing net asset value each trading day. B. INCOME TAXES No provision has been made for U.S. income taxes because it is each fund's policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains. The Funds have reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of June 30, 2008, and have determined that no provision for income tax is required in the Funds' financial statements. C. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Estimated expenses are accrued daily. Dividend income and realized gain distributions by Underlying Funds are recorded on the ex-dividend date. Distributions to shareholders are recorded on the ex-dividend date and are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States of America. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. 52 | Semiannual Report Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) C. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS (CONTINUED) Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense. The Funds indirectly bear their proportionate share of expenses from the Underlying Funds. Since the Underlying Funds have varied expense levels and the Funds may own different proportions of the Underlying Funds at different times, the amount of expenses incurred indirectly by the Funds will vary. Realized and unrealized gains and losses and net investment income, other than class specific expenses, are allocated daily to each class of shares based upon the relative proportion of net assets of each class. Differences in per share distributions, by class, are generally due to differences in class specific expenses. D. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates. E. REDEMPTION FEES A short term trading redemption fee will be imposed, with some exceptions, on any fund shares that are redeemed or exchanged within seven calendar days following their purchase date. The redemption fee is 2% of the amount redeemed. Such fees are retained by the Funds and accounted for as an addition to paid-in capital. F. GUARANTEES AND INDEMNIFICATIONS Under the Trust's organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust, on behalf of the Funds, enters into contracts with service providers that contain general indemnification clauses. The Trust's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote. Semiannual Report | 53 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST At June 30, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Funds' shares were as follows: FRANKLIN TEMPLETON FRANKLIN TEMPLETON CONSERVATIVE TARGET FUND MODERATE TARGET FUND ------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ---------- ------------ CLASS A SHARES: Six Months ended June 30, 2008 Shares sold ................. 5,984,901 $ 79,335,666 7,919,467 $109,670,097 Shares issued in reinvestment of distributions ......... 574,561 7,336,933 1,350,768 17,778,560 Shares redeemed ............. (2,839,600) (37,701,971) (4,430,185) (61,325,159) ---------- ------------ ---------- ------------ Net increase (decrease) ..... 3,719,862 $ 48,970,628 4,840,050 $ 66,123,498 ========== ============ ========== ============ Year ended December 31, 2007 Shares sold ................. 7,078,140 $ 97,213,137 10,075,503 $146,783,957 Shares issued in reinvestment of distributions ......... 917,963 12,445,343 2,072,310 29,756,594 Shares redeemed ............. (4,074,316) (55,821,010) (6,516,873) (94,581,349) ---------- ------------ ---------- ------------ Net increase (decrease) ..... 3,921,787 $ 53,837,470 5,630,940 $ 81,959,202 ========== ============ ========== ============ CLASS B SHARES: Six Months ended June 30, 2008 Shares sold ................. 99,997 $ 1,314,997 140,766 $ 1,938,960 Shares issued in reinvestment of distributions ......... 11,182 142,236 27,318 357,859 Shares redeemed ............. (73,355) (968,915) (128,923) (1,767,886) ---------- ------------ ---------- ------------ Net increase (decrease) ..... 37,824 $ 488,318 39,161 $ 528,933 ========== ============ ========== ============ Year ended December 31, 2007 Shares sold ................. 75,828 $ 1,039,277 142,091 $ 2,071,530 Shares issued in reinvestment of distributions ......... 20,207 273,102 46,068 659,454 Shares redeemed ............. (99,759) (1,357,846) (142,774) (2,069,415) ---------- ------------ ---------- ------------ Net increase (decrease) ..... (3,724) $ (45,467) 45,385 $ 661,569 ========== ============ ========== ============ CLASS C SHARES: Six Months ended June 30, 2008 Shares sold ................. 4,228,741 $ 55,264,852 2,908,569 $ 39,452,622 Shares issued in reinvestment of distributions ......... 263,350 3,314,526 396,688 5,119,934 Shares redeemed ............. (1,105,865) (14,426,846) (1,237,149) (16,774,141) ---------- ------------ ---------- ------------ Net increase (decrease) ..... 3,386,226 $ 44,152,532 2,068,108 $ 27,798,415 ========== ============ ========== ============ Year ended December 31, 2007 Shares sold ................. 3,221,426 $ 43,702,669 2,656,444 $ 38,027,015 Shares issued in reinvestment of distributions ......... 334,604 4,481,670 590,251 8,334,505 Shares redeemed ............. (1,059,402) (14,309,516) (1,602,070) (22,848,354) ---------- ------------ ---------- ------------ Net increase (decrease) ..... 2,496,628 $ 33,874,823 1,644,625 $ 23,513,166 ========== ============ ========== ============ 54 | Semiannual Report Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN TEMPLETON FRANKLIN TEMPLETON CONSERVATIVE TARGET FUND MODERATE TARGET FUND ------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ---------- ------------ CLASS R SHARES: Six Months ended June 30, 2008 Shares sold ................. 696,421 $ 9,258,967 1,166,907 $ 16,250,764 Shares issued in reinvestment of distributions ......... 60,701 772,927 120,601 1,581,761 Shares redeemed ............. (329,347) (4,365,509) (568,360) (7,850,817) --------- ------------ --------- ------------ Net increase (decrease) ..... 427,775 $ 5,666,385 719,148 $ 9,981,708 ========= ============ ========= ============ Year ended December 31, 2007 Shares sold ................. 1,454,253 $ 19,847,027 1,210,627 $ 17,652,708 Shares issued in reinvestment of distributions ......... 84,244 1,140,279 168,596 2,415,935 Shares redeemed ............. (748,379) (10,197,599) (844,179) (12,280,177) --------- ------------ --------- ------------ Net increase (decrease) ..... 790,118 $ 10,789,707 535,044 $ 7,788,466 ========= ============ ========= ============ ADVISOR CLASS SHARES: Six Months ended June 30, 2008 Shares sold ................. 41,398 $ 550,015 147,322 $ 2,054,590 Shares issued in reinvestment of distributions ......... 8,468 108,068 28,757 378,578 Shares redeemed ............. (22,214) (293,277) (66,842) (920,954) --------- ------------ --------- ------------ Net increase (decrease) ..... 27,652 $ 364,806 109,237 $ 1,512,214 ========= ============ ========= ============ Year ended December 31, 2007 Shares sold ................. 199,132 $ 2,746,355 286,936 $ 4,165,520 Shares issued in reinvestment of distributions ......... 14,487 196,279 43,439 623,886 Shares redeemed ............. (82,760) (1,133,788) (158,634) (2,300,853) --------- ------------ --------- ------------ Net increase (decrease) ..... 130,859 $ 1,808,846 171,741 $ 2,488,553 ========= ============ ========= ============ FRANKLIN TEMPLETON GROWTH TARGET FUND ------------------------- SHARES AMOUNT ---------- ------------ CLASS A SHARES: Six Months ended June 30, 2008 Shares sold ..................................... 3,979,316 $ 60,749,628 Shares issued in reinvestment of distributions .. 1,147,051 16,286,123 Shares redeemed ................................. (3,265,055) (49,760,955) ---------- ------------ Net increase (decrease) ......................... 1,861,312 $ 27,274,796 ========== ============ Year ended December 31, 2007 Shares sold ..................................... 6,798,084 $111,758,870 Shares issued in reinvestment of distributions .. 1,467,899 23,798,123 Shares redeemed ................................. (4,286,644) (69,975,321) ---------- ------------ Net increase (decrease) ......................... 3,979,339 $ 65,581,672 ========== ============ Semiannual Report | 55 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN TEMPLETON GROWTH TARGET FUND ------------------------- SHARES AMOUNT ---------- ------------ CLASS B SHARES: Six Months ended June 30, 2008 Shares sold ................ 86,748 $ 1,304,751 Shares issued in reinvestment of distributions ........... 25,597 356,004 Shares redeemed ............ (48,449) (729,529) ---------- ------------ Net increase (decrease) .... 63,896 $ 931,226 ========== ============ Year ended December 31, 2007 Shares sold ................ 42,490 $ 697,796 Shares issued in reinvestment of distributions ........... 31,417 501,388 Shares redeemed ............ (83,154) (1,336,246) ---------- ------------ Net increase (decrease) .... (9,247) $ (137,062) ========== ============ CLASS C SHARES: Six Months ended June 30, 2008 Shares sold ................ 1,610,221 $ 24,096,758 Shares issued in reinvestment of distributions ........... 421,033 5,851,606 Shares redeemed ............ (1,088,186) (16,190,739) ---------- ------------ Net increase (decrease) .... 943,068 $ 13,757,625 ========== ============ Year ended December 31, 2007 Shares sold ................ 2,165,566 $ 35,001,780 Shares issued in reinvestment of distributions ........... 496,954 7,928,135 Shares redeemed ............ (1,438,748) (23,227,059) ---------- ------------ Net increase (decrease) .... 1,223,772 $ 19,702,856 ========== ============ CLASS R SHARES: Six Months ended June 30, 2008 Shares sold ................ 1,097,205 $ 16,627,041 Shares issued in reinvestment of distributions ........... 124,856 1,755,282 Shares redeemed ............ (697,357) (10,548,977) ---------- ------------ Net increase (decrease) .... 524,704 $ 7,833,346 ========== ============ Year ended December 31, 2007 Shares sold ................ 1,107,656 $ 18,148,876 Shares issued in reinvestment of distributions ........... 136,113 2,188,209 Shares redeemed ............ (638,597) (10,357,159) ---------- ------------ Net increase (decrease) .... 605,172 $ 9,979,926 ========== ============ ADVISOR CLASS SHARES: Six Months ended June 30, 2008 Shares sold ................ 109,154 $ 1,654,916 Shares issued in reinvestment of distributions ........... 30,938 440,487 Shares redeemed ............ (61,924) (942,972) ---------- ------------ Net increase (decrease) .... 78,168 $ 1,152,431 ========== ============ Year ended December 31, 2007 Shares sold ................ 301,327 $ 4,948,640 Shares issued in reinvestment of distributions ........... 35,509 576,489 Shares redeemed ............ (81,819) (1,356,464) ---------- ------------ Net increase (decrease) .... 255,017 $ 4,168,665 ========== ============ 56 | Semiannual Report Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Trust are also officers and/or directors/trustees of certain of the Underlying Funds and of the following subsidiaries: SUBSIDIARY AFFILIATION - ---------- ---------------------- Franklin Advisers, Inc. (Advisers) Investment manager Franklin Templeton Services, LLC (FT Services) Administrative manager Franklin Templeton Distributors, Inc. (Distributors) Principal underwriter Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent A. ASSET ALLOCATION FEES The Funds pay an asset allocation fee to Advisers of 0.25% per year of the average daily net assets of each of the Funds for investment advisory services, consisting principally of determining the allocation of assets of the Funds among the designated Underlying Funds. B. ADMINISTRATIVE FEES Under an agreement with Advisers, FT Services provides administrative services to the Funds. The fee is paid by Advisers based on average daily net assets, and is not an additional expense of the Funds. C. DISTRIBUTION FEES The Trust's Board of Trustees has adopted distribution plans for each share class, with the exception of Advisor Class shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Funds' Class A reimbursement distribution plans, the Funds reimburse Distributors for costs incurred in connection with the servicing, sale and distribution of each fund's shares up to the maximum annual plan rate. Under the Class A reimbursement distribution plans, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. In addition, under the Funds' compensation distribution plans, the Funds pay Distributors for costs incurred in connection with the servicing, sale and distribution of each fund's shares up to the maximum annual plan rate for each class. The maximum annual plan rates, based on the average daily net assets, for each class, are as follows: Class A ....... 0.25% Class B ....... 1.00% Class C ....... 1.00% Class R ....... 0.50% Semiannual Report | 57 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) D. SALES CHARGES/UNDERWRITING AGREEMENTS Distributors has advised the Funds of the following commission transactions related to the sales and redemptions of the Funds' shares for the period: FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON CONSERVATIVE MODERATE GROWTH TARGET FUND TARGET FUND TARGET FUND ------------ ----------- ----------- Sales charges retained net of commissions paid to unaffiliated broker/dealers .................. $147,086 $257,572 $139,187 Contingent deferred sales charges retained ...... $ 17,410 $ 37,441 $ 9,550 E. TRANSFER AGENT FEES For the period ended June 30, 2008, the Funds paid transfer agent fees as noted in the Statements of Operations of which the following amounts were retained by Investor Services: FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON CONSERVATIVE MODERATE GROWTH TARGET FUND TARGET FUND TARGET FUND ------------ ----------- ----------- Transfer agent fees ............................. $154,838 $277,394 $305,898 F. WAIVER AND EXPENSE REIMBURSEMENTS Advisers has agreed in advance to waive all or a portion of its fees and to assume payment of other expenses through April 30, 2009. Total expenses waived or paid are not subject to reimbursement by the Funds subsequent to the Funds' fiscal year end. After April 30, 2009, Advisers may discontinue this waiver at any time upon notice to the Funds' Board of Trustees. 4. INCOME TAXES At June 30, 2008, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows: FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON CONSERVATIVE MODERATE GROWTH TARGET FUND TARGET FUND TARGET FUND ------------ ------------ ------------ Cost of investments ............................. $454,825,067 $711,013,100 $532,697,012 ============ ============ ============ Unrealizd appreciation .......................... $ 24,477,759 $ 61,542,841 $ 64,002,655 Unrealizd depreciation .......................... (10,202,401) (18,724,278) (24,981,785) ------------ ------------ ------------ Net unrealized appreciation (depreciation) ...... $ 14,275,358 $ 42,818,563 $ 39,020,870 ============ ============ ============ 58 | Semiannual Report Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 4. INCOME TAXES (CONTINUED) Net investment income differs for financial statement and tax purposes primarily due to differing treatment of short term capital gains distributions from Underlying Funds. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales and short term capital gains distributions from Underlying Funds. 5. INVESTMENT TRANSACTIONS Purchases and sales of Underlying Funds (excluding short term securities) for the period ended June 30, 2008, were as follows: FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON CONSERVATIVE MODERATE GROWTH TARGET FUND TARGET FUND TARGET FUND ------------ ------------ ----------- Purchases..... $83,498,116 $93,824,484 $30,206,688 Sales......... $ 560,000 $ 4,242,000 $ 3,454,000 6. INVESTMENTS IN UNDERLYING FUNDS The Funds invest primarily in the Underlying Funds which are managed by Advisers or an affiliate of Advisers. The Funds do not invest in the Underlying Funds for the purpose of exercising management or control. At June 30, 2008, the Funds held the following positions which exceed 5% of the Underlying Funds' shares outstanding: % OF SHARES NAME OF ISSUER HELD - -------------- ------ FRANKLIN TEMPLETON CONSERVATIVE TARGET FUND Franklin Strategic Mortgage Portfolio.............. 9.62% Franklin Global Real Estate Fund................... 5.81% FRANKLIN TEMPLETON MODERATE TARGET FUND Franklin Strategic Mortgage Portfolio.............. 13.92% Franklin Global Real Estate Fund................... 13.43% Franklin Small Cap Growth Fund..................... 10.22% Franklin Growth Opportunities Fund................. 7.58% FRANKLIN TEMPLETON GROWTH TARGET FUND Franklin Global Real Estate Fund................... 16.21% Franklin Small Cap Growth Fund..................... 11.64% Franklin Growth Opportunities Fund................. 7.94% Semiannual Report | 59 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 6. INVESTMENTS IN UNDERLYING FUNDS (CONTINUED) The Funds may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Advisers. Pursuant to a SEC exemptive order specific to the Funds' investment in the Sweep Money Fund, asset allocation fees are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund. 7. FAIR VALUE MEASUREMENTS The Funds adopted Financial Accounting Standards Board (FASB) issued FASB Statement No. 157, "Fair Value Measurement" (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Funds have determined that the implementation of SFAS 157 did not have a material impact on the Funds' financial statements. SFAS 157 establishes a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Trust's own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds' investments and are summarized in the following fair value hierarchy: - - Level 1 - quoted prices in active markets for identical securities - - Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speed, credit risk, etc.) - - Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments) The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. As of June 30, 2008, all of the Funds' investments in securities carried at fair value were in Level 1 inputs. 60 | Semiannual Report Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held February 25, 2008, the Board of Trustees (Board), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for each of the separate funds comprising Franklin Templeton Fund Allocator Series (Fund(s)). In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included investment performance reports and related financial information for each Fund, as well as periodic reports on shareholder services, legal, compliance, pricing, brokerage commissions and execution and other services provided by the Investment Manager (Manager) and its affiliates. Information furnished specifically in connection with the renewal process included a report for each Fund prepared by Lipper, Inc. (Lipper), an independent organization, as well as a Fund profitability analysis report prepared by management. The Lipper reports compared each Fund's investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis report discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Included with such profitability analysis report was information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates including management's explanation of differences where relevant and a three-year expense analysis with an explanation for any increase in expense ratios. Additional material accompanying such report was a memorandum prepared by management describing project initiatives and capital investments relating to the services provided to the Funds by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale and a comparative analysis concerning transfer agent fees charged each Fund. In considering such materials, the independent Trustees received assistance and advice from and met separately with independent counsel. While the investment management agreements for all Funds were considered at the same Board meeting, the Board dealt with each Fund separately. In approving continuance of the investment management agreement for each Fund, the Board, including a majority of independent Trustees, determined that the existing management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of each Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board's decision. NATURE, EXTENT AND QUALITY OF SERVICE. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Funds and their shareholders. In addition to investment performance and expenses discussed later, the Board's opinion was based, in part, upon periodic reports furnished them showing that the investment policies and restrictions for each Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics adopted throughout the Franklin Templeton fund Semiannual Report | 61 Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) complex, the adherence to fair value pricing procedures established by the Board, and the accuracy of net asset value calculations. The Board also noted the extent of benefits provided Fund shareholders from being part of the Franklin Templeton family of funds, including the right to exchange investments between the same class of funds without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings in other funds to obtain a reduced sales charge. Favorable consideration was given to management's continuous efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted that such systems and procedures had functioned smoothly during the Florida hurricanes and blackouts experienced in recent years. Among other factors taken into account by the Board were the Manager's best execution trading policies, including a favorable report by an independent portfolio trading analytical firm. Consideration was also given to the experience of each Fund's portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in management's determination of a portfolio manager's bonus compensation was the relative investment performance of the funds he or she managed and that a portion of such bonus was required to be invested in a predesignated list of funds within such person's fund management area so as to be aligned with the interests of Fund shareholders. The Board also took into account the quality of transfer agent and shareholder services provided Fund shareholders by an affiliate of the Manager, noting continuing expenditures by management to increase and improve the scope of such services, periodic favorable reports on such service conducted by third parties, the high industry ranking given to the Franklin Templeton website, and the firsthand experience of individual Board members who deal with the shareholder services department in their capacities as shareholders in one or more of the various Franklin Templeton funds. INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of each Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings throughout the year, particular attention in assessing performance was given to the Lipper reports furnished for the agreement renewals. The Lipper reports prepared for each individual Fund showed the investment performance of Class A shares in comparison to a performance universe selected by Lipper. Comparative performance for each Fund was shown for the one-year period ended December 31, 2007, and for additional periods ended that date depending on when a particular Fund commenced operations. The following summarizes the performance results for each of the Funds and the Board's view of such performance. FRANKLIN TEMPLETON CONSERVATIVE TARGET FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional mixed-asset target allocation conservative funds as selected by Lipper. The Lipper report showed that the Fund's income return for the one-year period was in the middle quintile of its performance universe and on an annualized basis was in the second-highest quintile of such universe for the previous three-year period, the middle quintile of such universe for 62 | Semiannual Report Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) the previous five-year period, and in the second-lowest quintile of such universe for the previous 10-year period. The Lipper report showed the Fund's total return for the one-year period as well as the previous three-, five- and 10-year periods on an annualized basis to be in the highest quintile of such performance universe. The Board was satisfied with such performance. FRANKLIN TEMPLETON MODERATE TARGET FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional mixed-asset target allocation moderate funds as selected by Lipper. The Lipper report showed the Fund's income return for the one-year period to be in the middle quintile of this universe and on an annualized basis for each of the previous three- and 10-year periods to be in the second-highest quintile of such universe, and in the middle quintile for the previous five-year period of such performance universe. The Lipper report showed the Fund's total return for the one-year period, as well as the previous three-, five- and 10-year periods on an annualized basis to be in the highest quintile of such performance universe. The Board was satisfied with this performance. FRANKLIN TEMPLETON GROWTH TARGET FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional mixed-asset target allocation growth funds as selected by Lipper. The Lipper report showed the Fund's income return for the one-year period, as well as the previous three- and 10-year periods on an annualized basis to be in the middle quintile of such universe, and in the second-lowest quintile of this performance universe for the previous five-year period on an annualized basis. The Lipper report showed the Fund's total return for the one-year period, as well as the previous three- and five-year periods on an annualized basis to be in the highest quintile of such performance universe, and in the second-highest quintile of such universe for the previous 10-year period on an annualized basis. The Board was satisfied with this performance. COMPARATIVE EXPENSES. Consideration was given to the management fee and total expense ratios of each Fund compared with those of a group of retail front-end load fund of funds selected by Lipper as its appropriate Lipper expense group. Prior to making such comparisons, the Board relied upon a survey showing that the scope of management services covered under a Fund's investment management agreement was similar to those provided by fund managers to other mutual fund groups. In reviewing comparative costs, emphasis was given to each Fund's contractual investment management fee in comparison with the contractual investment management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund including expenses of the underlying funds they invest in. The Board noted that the Funds pay an asset allocation advisory fee. The Lipper contractual investment management fee analysis includes the advisory and administrative fees directly charged to each Fund as being part of the contractual investment management fee, with the investment management fees charged underlying funds being included within actual total expenses. Contractual investment management fees and total expenses for comparative consistency are shown by Lipper for Fund Class A shares. The Lipper expense reports noted in the case of each Fund that expenses had been subsidized by management fee waivers and reimbursements. The Lipper report Semiannual Report | 63 Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) for Franklin Templeton Moderate Target Fund showed its contractual management fee rate was above the median of its Lipper expense group, with its actual total expense ratio being within 8 basis points of such expense group median. The Lipper report for Franklin Templeton Conservative Target Fund showed its contractual management fee rate was at the median of its Lipper expense group with its actual total expense ratio being the highest in such group, but within 15 basis points of the group median. The Lipper report for Franklin Templeton Growth Target Fund showed its contractual management fee rate was the highest in its expense group with its actual total expense ratio being within 10 basis points of its expense group median. The Board believed the expenses of each Fund were acceptable taking into account the fee waivers and expense reimbursements applicable to each of them. MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of each Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templeton's U.S. fund business, as well as its profits in providing management and other services to each Fund. Specific attention was given to the methodology followed in allocating costs to each Fund, it being recognized that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that, while being continuously refined and reflecting changes in the Manager's own cost accounting, the allocation methodology was consistent with that followed in profitability report presentations for the Funds made in prior years and that the Funds' independent registered public accounting firm had been engaged by the Manager to perform certain procedures on a biennial basis, specified and approved by the Manager and the Funds' Board solely for their purposes and use in reference to the profitability analysis. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary for the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to each Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. The Board also took into account management's expenditures in improving shareholder services provided the Funds, as well as the need to meet additional regulatory and compliance requirements resulting from the Sarbanes-Oxley Act and recent SEC and other regulatory requirements. In addition, the Board considered a third-party study comparing the profitability of the Manager's parent on an overall basis as compared to other publicly held managers broken down to show profitability from management operations exclusive of distribution expenses, as well as profitability including distribution expenses. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, including its interest in a joint venture entity that financed up-front commissions paid to brokers/dealers 64 | Semiannual Report Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) who sold fund Class B shares prior to February 2005 when the offering of such shares was discontinued, as well as potential benefits resulting from allocation of fund brokerage and the use of "soft" commission dollars to pay for research. Based upon its consideration of all these factors, the Board determined that the level of profits realized by the Manager and its affiliates from providing services to each Fund was not excessive in view of the nature, quality and extent of services provided. ECONOMIES OF SCALE. The Board also considered whether economies of scale are realized by the Managers as the Funds grow larger and the extent to which this is reflected in the level of management fees charged. While recognizing that any precise determination is inherently subjective, the Board noted that based upon the Fund profitability analysis, it appears that as some funds get larger, at some point economies of scale do result in the Managers realizing a larger profit margin on management services provided such a fund. The Board also noted that economies of scale are shared with a fund and its shareholders through management fee breakpoints so that as a fund grows in size, its effective management fee rate declines. With the exception of Templeton Global Long Short Fund, which has a performance adjusted base fee, the fees charged all the underlying funds in which the Funds may invest provide for management fee breakpoints. Consequently, to the extent economies of scale may be realized by the investment managers of these funds, the schedule of fees under their investment management agreements provides a sharing of benefits with a Fund and its shareholders. PROXY VOTING POLICIES AND PROCEDURES The Trust's investment manager has established Proxy Voting Policies and Procedures (Policies) that the Trust uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Trust's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at 1-954/527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Trust's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Trust files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's website at sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800/SEC-0330. Semiannual Report | 65 This page intentionally left blank. This page intentionally left blank. This page intentionally left blank. (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) One Franklin Parkway San Mateo, CA 94403-1906 WANT TO RECEIVE THIS DOCUMENT FASTER VIA EMAIL? Eligible shareholders can sign up for eDelivery at franklintempleton.com. See inside for details. SEMIANNUAL REPORT AND SHAREHOLDER LETTER FRANKLIN TEMPLETON FUND ALLOCATOR SERIES INVESTMENT MANAGER Franklin Advisers, Inc. DISTRIBUTOR Franklin Templeton Distributors, Inc. 1-800/DIAL BEN(R) franklintempleton.com SHAREHOLDER SERVICES 1-800/632-2301 Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing. To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. FAS S2008 08/08 (GRAPHIC) JUNE 30, 2008 Franklin Templeton Corefolio Allocation Fund Franklin Templeton Founding Funds Allocation Fund Franklin Templetonr Perspectives Allocation Fund SEMIANNUAL REPORT AND SHAREHOLDER LETTER ASSET ALLOCATION FRANKLIN TEMPLETON FUND ALLOCATOR SERIES WANT TO RECEIVE THIS DOCUMENT FASTER VIA EMAIL? Eligible shareholders can sign up for eDelivery at franklintempleton.com. See inside for details. (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) FRANKLIN - TEMPLETON - MUTUAL SERIES Semiannual Report Economic and Market Overview During the first half of 2008, the U.S. economy grew marginally as energy prices rose, housing prices declined, the labor situation and consumer demand softened, and a credit crisis originally related to U.S. subprime loan losses spread globally. A weaker U.S. dollar compared with most foreign currencies contributed to increased export demand, which helped the fragile economy. Also supporting the economy were inventory buildup, expanding government spending and a boost to household finances from a $168 billion government stimulus package. Many economists agreed, however, that the slowing U.S. economy -- which is the world's largest and accounts for roughly 25% of global gross domestic product -- could have a meaningfully negative impact on growth prospects around the world.(1) Nevertheless, growth remained relatively strong in developing economies, particularly in Asia ex-Japan where China-led demand continued to impact commodities' prices and related equities. In the six months under review, prices increased significantly for oil, natural gas, and most agricultural and industrial commodities, as well as precious metals, adding to global inflationary pressures. For the 12 months ended June 30, 2008, the core U.S. Consumer Price Index (CPI), which excludes food and energy costs, rose 2.4%, which was higher than its 10-year average rate.(2) Many of the world's monetary authorities faced the choice between lowering short-term interest rates to stimulate growth and raising them to fight inflation, which Merrill Lynch estimated at 5.5% globally, up from 3.5% at the beginning of 2008. The U.S. focused on reigniting its economy through fiscal and monetary policies, but the eurozone made controlling inflation its main goal. Accordingly, while the U.S. Federal Reserve Board (Fed) eased rates aggressively down to 2.00% from 4.25%, the European Central Bank maintained rates at 4.00%. Interest rate differentials pressured the U.S. dollar, particularly in the first quarter, but the greenback regained ground as the Fed paused and implied that its next move could be a rate hike. Indicators also signaled growth was slowing outside the U.S. For the period, however, the U.S. dollar declined versus many of the world's currencies, and the dollar's weakness contributed to higher commodities' prices, as most of these prices are set in U.S. dollars. (1). Source: Global Insight. (2). Source: Bureau of Labor Statistics. Semiannual Report | 3 Against this challenging economic backdrop, investors remained cautious and continued risk reassessments in the stock, bond and credit markets. Many global and U.S. equity markets were volatile, and a majority of them declined over the reporting period. In this uncertain environment, U.S. Treasury prices fluctuated, and the 10-year Treasury note yield fell from 4.04% at the beginning of the period to 3.99% on June 30, 2008. Despite negative economic data and an outlook for decelerating corporate earnings and profit margins globally, many companies' balance sheets remained relatively strong. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS AND OPINIONS AS OF JUNE 30, 2008. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE. 4 | Semiannual Report Franklin Templeton Corefolio Allocation Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Templeton Corefolio Allocation Fund seeks capital appreciation through investments in an equally weighted combination of Franklin Capital Growth Fund, Franklin Growth Fund, Mutual Shares Fund and Templeton Growth Fund. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This semiannual report for Franklin Templeton Corefolio Allocation Fund covers the period ended June 30, 2008. PERFORMANCE OVERVIEW Franklin Templeton Corefolio Allocation Fund - Class A had a -12.39% cumulative total return for the six months under review. The Fund underperformed its hybrid benchmark, which comprised a weighted combination of the Standard & Poor's 500 Index (S&P 500) and the Morgan Stanley Capital International (MSCI) World Index. For the reporting period, the hybrid benchmark had a -11.50% total return.(1) You can find other performance data in the Performance Summary beginning on page 7. INVESTMENT STRATEGY The Fund invests its assets in an equally weighted combination of Franklin Capital Growth Fund, Franklin Growth Fund, Mutual Shares Fund and Templeton Growth Fund. These underlying funds, in turn, invest primarily in U.S. and foreign equity securities and, to a lesser extent, fixed income and money market securities. As market conditions affect the underlying funds, we rebalance the Fund's allocations to maintain the predetermined equal weightings of approximately 25% of total net assets in each underlying fund whenever the actual allocations exceed plus or minus 3% of the fixed allocation percentages. (1). Source: (C) 2008 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The MSCI World Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed markets. The benchmark index's weightings are as follows: S&P 500 75% and MSCI World Index 25%. The indexes are unmanaged and include reinvested distributions. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 31. Semiannual Report | 5 ASSET ALLOCATION* Franklin Templeton Corefolio Allocation Fund Based on Total Net Assets as of 6/30/08** (BAR CHART) Domestic Equity 75.3% Foreign Equity 24.9% * The asset allocation is based on the SOI, which classifies each underlying fund into a broad asset class. ** Short-term investments and other net assets = -0.2%. PORTFOLIO REVIEW The Fund's performance can be attributed largely to maintaining a relatively static allocation among domestic and foreign equities, fixed income securities, and short-term investments and other net assets, and by the actual performance of the selected underlying funds. During the period under review, Fund performance was hindered most by Templeton Growth Fund - Advisor Class and Mutual Shares Fund - Class Z, which underperformed the Fund's hybrid benchmark. Although Franklin Growth Fund - Advisor Class and Franklin Capital Growth Fund - Advisor Class also had negative total returns during the reporting period, both funds performed better than the benchmark. Thank you for your continued participation in Franklin Templeton Corefolio Allocation Fund. We look forward to serving your future investment needs. (PHOTO OF T. ANTHONY COFFEY) /s/ T. Anthony Coffey T. Anthony Coffey, CFA Vice President of Franklin Advisers, Inc. Franklin Templeton Corefolio Allocation Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. 6 | Semiannual Report Performance Summary as of 6/30/08 FRANKLIN TEMPLETON COREFOLIO ALLOCATION FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FTCOX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$2.07 $12.15 $14.22 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0155 Long-Term Capital Gain $0.2896 TOTAL $0.3051 CLASS B (SYMBOL: FBCOX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$2.10 $12.02 $14.12 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0155 Long-Term Capital Gain $0.2896 TOTAL $0.3051 CLASS C (SYMBOL: FTCLX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$2.09 $11.99 $14.08 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0155 Long-Term Capital Gain $0.2896 TOTAL $0.3051 CLASS R (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------- ------ ------- -------- Net Asset Value (NAV) -$2.08 $12.12 $14.20 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0155 Long-Term Capital Gain $0.2896 TOTAL $0.3051 ADVISOR CLASS (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------------- ------ ------- -------- Net Asset Value (NAV) -$2.05 $12.20 $14.25 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0155 Long-Term Capital Gain $0.2896 TOTAL $0.3051 Semiannual Report | 7 Performance Summary (CONTINUED) PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURN AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. INCEPTION CLASS A 6-MONTH 1-YEAR 3-YEAR (8/15/03) - ------- ------- ------- ------- --------- Cumulative Total Return(2) -12.39% -14.85% +14.56% +40.33% Average Annual Total Return(3) -17.44% -19.73% +2.59% +5.90% Value of $10,000 Investment(4) $ 8,256 $ 8,027 $10,797 $13,227 Total Annual Operating Expenses(5) Without Waiver 1.33% With Waiver 1.18% INCEPTION CLASS B 6-MONTH 1-YEAR 3-YEAR (8/15/03) - ------- ------- ------- ------- --------- Cumulative Total Return(2) -12.70% -15.43% +12.30% +35.74% Average Annual Total Return(3) -16.10% -18.67% +3.01% +6.14% Value of $10,000 Investment(4) $ 8,390 $ 8,133 $10,930 $13,374 Total Annual Operating Expenses(5) Without Waiver 2.03% With Waiver 1.88% INCEPTION CLASS C 6-MONTH 1-YEAR 3-YEAR (8/15/03) - ------- ------- ------- ------- --------- Cumulative Total Return(2) -12.66% -15.35% +12.33% +35.77% Average Annual Total Return(3) -13.51% -16.16% +3.95% +6.47% Value of $10,000 Investment(4) $ 8,649 $ 8,384 $11,233 $13,577 Total Annual Operating Expenses(5) Without Waiver 2.02% With Waiver 1.87% INCEPTION CLASS R 6-MONTH 1-YEAR 3-YEAR (8/15/03) - ------- ------- ------- ------- --------- Cumulative Total Return(2) -12.48% -14.99% +13.97% +39.19% Average Annual Total Return(3) -12.48% -14.99% +4.46% +7.02% Value of $10,000 Investment(4) $ 8,752 $ 8,501 $11,397 $13,919 Total Annual Operating Expenses(5) Without Waiver 1.53% With Waiver 1.38% INCEPTION ADVISOR CLASS 6-MONTH 1-YEAR 3-YEAR (8/15/03) - ------------- ------- ------- ------- --------- Cumulative Total Return(2) -12.22% -14.52% +15.67% +42.43% Average Annual Total Return(3) -12.22% -14.52% +4.97% +7.52% Value of $10,000 Investment(4) $ 8,778 $ 8,548 $11,567 $14,243 Total Annual Operating Expenses(5) Without Waiver 1.03% With Waiver 0.88% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. THE ADMINISTRATOR HAS CONTRACTUALLY AGREED TO WAIVE OR LIMIT ITS FEES AND TO ASSUME AS ITS OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT THE FUND'S COMMON EXPENSES (I.E., A COMBINATION OF ADMINISTRATION FEES AND OTHER EXPENSES, INCLUDING ESTIMATED INDIRECT UNDERLYING FUND EXPENSES, BUT EXCLUDING DISTRIBUTION AND SERVICE (12B-1) FEES) DO NOT EXCEED 0.90% FOR EACH CLASS (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 4/30/09. 8 | Semiannual Report Performance Summary (CONTINUED) ENDNOTES BECAUSE THE FUND INVESTS IN UNDERLYING FUNDS THAT MAY ENGAGE IN A VARIETY OF INVESTMENT STRATEGIES INVOLVING CERTAIN RISKS, THIS FUND OF FUNDS IS SUBJECT TO THESE SAME RISKS. STOCKS HISTORICALLY HAVE OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, BUT TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORT TERM. FOREIGN INVESTING HAS ADDITIONAL RISKS SUCH AS CURRENCY AND MARKET VOLATILITY AND POLITICAL AND SOCIAL INSTABILITY. INVESTING IN SPECIALIZED INDUSTRY SECTORS, SUCH AS THE TECHNOLOGY SECTOR, WHICH HAS BEEN AMONG THE MARKET'S MOST VOLATILE SECTORS, INVOLVES SPECIAL CONSIDERATIONS. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1). If the administrator had not waived fees, the Fund's total returns would have been lower. (2). Cumulative total return represents the change in value of an investment over the periods indicated. (3). Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. (4). These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. (5). Figures are as stated in the Fund's prospectus current as of the date of this report. Semiannual Report | 9 Your Fund's Expenses FRANKLIN TEMPLETON COREFOLIO ALLOCATION FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 10 | Semiannual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 876.10 $2.24 Hypothetical (5% return before expenses) $1,000 $1,022.48 $2.41 CLASS B Actual $1,000 $ 873.00 $5.50 Hypothetical (5% return before expenses) $1,000 $1,019.00 $5.92 CLASS C Actual $1,000 $ 873.40 $5.45 Hypothetical (5% return before expenses) $1,000 $1,019.05 $5.87 CLASS R Actual $1,000 $ 875.20 $3.17 Hypothetical (5% return before expenses) $1,000 $1,021.48 $3.42 ADVISOR CLASS Actual $1,000 $ 877.80 $0.84 Hypothetical (5% return before expenses) $1,000 $1,023.97 $0.91 * Expenses are calculated using the most recent six-month expense ratio excluding expenses of the underlying funds, net of expense waivers, annualized for each class (A: 0.48%; B: 1.18%; C: 1.17%; R: 0.68%; and Advisor: 0.18%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. Semiannual Report | 11 Franklin Templeton Founding Funds Allocation Fund YOUR FUND'S GOALS AND MAIN INVESTMENTS: Franklin Templeton Founding Funds Allocation Fund's principal investment goal is capital appreciation, with a secondary goal of income. The Fund invests in an equally weighted combination of Franklin Income Fund, Mutual Shares Fund and Templeton Growth Fund. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This semiannual report for Franklin Templeton Founding Funds Allocation Fund covers the period ended June 30, 2008. PERFORMANCE OVERVIEW Franklin Templeton Founding Funds Allocation Fund - Class A had a -11.84% cumulative total return for the six months under review. The Fund performed comparably to its hybrid benchmark, which comprised a weighted combination of the Standard & Poor's 500 Index (S&P 500) and the Morgan Stanley Capital International (MSCI) World Index. For the reporting period, the hybrid benchmark had a -11.36% total return.(1) You can find other performance data in the Performance Summary beginning on page 14. INVESTMENT STRATEGY The Fund invests its assets in an equally weighted combination of Franklin Income Fund, Mutual Shares Fund and Templeton Growth Fund. These underlying funds, in turn, invest primarily in U.S. and foreign equity securities and, to a lesser extent, fixed income and money market securities. As market conditions affect the underlying funds, we rebalance the Fund's allocations to maintain the predetermined equal weightings of approximately 33 1/3% of total net assets in each underlying fund whenever the actual allocations exceed plus or minus 3% of the fixed allocation percentages. (1). Source: (C) 2008 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The MSCI World Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed markets. The benchmark index's weightings are as follows: S&P 500 67% and MSCI World Index 33%. The indexes are unmanaged and include reinvested distributions. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 37. 12 | Semiannual Report PORTFOLIO REVIEW The Fund's performance can be attributed largely to maintaining a relatively static allocation among domestic and foreign equities, fixed income securities, and short-term investments and other net assets, and by the actual performance of the selected underlying funds. During the period under review, Fund performance was hindered most by Templeton Growth Fund - Advisor Class, followed by Mutual Shares Fund - Class Z, both of which underperformed the Fund's hybrid benchmark. Although Franklin Income Fund - - Advisor Class also had a negative total return during the reporting period, it performed better than the benchmark. Thank you for your continued participation in Franklin Templeton Founding Funds Allocation Fund. We look forward to serving your future investment needs. (PHOTO OF T. ANTHONY COFFEY) /s/ T. Anthony Coffey T. Anthony Coffey, CFA Vice President of Franklin Advisers, Inc. Franklin Templeton Founding Funds Allocation Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. ASSET ALLOCATION* Franklin Templeton Founding Funds Allocation Fund Based on Total Net Assets as of 6/30/08** (BAR CHART) Domestic Hybrid 33.8% Foreign Equity 33.5% Domestic Equity 33.0% * The asset allocation is based on the SOI, which classifies each underlying fund into a broad asset class. ** Short-term investments and other net assets = -0.3%. Semiannual Report | 13 Performance Summary as of 6/30/08 FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FFALX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$1.89 $11.61 $13.50 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0083 Long-Term Capital Gain $0.2835 TOTAL $0.2918 CLASS B (SYMBOL: FFABX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$1.91 $11.54 $13.45 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0083 Long-Term Capital Gain $0.2835 TOTAL $0.2918 CLASS C (SYMBOL: FFACX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$1.90 $11.39 $13.29 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0083 Long-Term Capital Gain $0.2835 TOTAL $0.2918 CLASS R (SYMBOL: FFARX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$1.90 $11.60 $13.50 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0083 Long-Term Capital Gain $0.2835 TOTAL $0.2918 ADVISOR CLASS (SYMBOL: FFAAX) CHANGE 6/30/08 12/31/07 - ----------------------------- ------ ------- -------- Net Asset Value (NAV) -$1.88 $11.70 $13.58 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0083 Long-Term Capital Gain $0.2835 TOTAL $0.2918 14 | Semiannual Report Performance Summary (CONTINUED) PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURN AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR 3-YEAR INCEPTION (8/15/03) - ------- ------- ------- ------- ------------------- Cumulative Total Return(2) -11.84% -15.17% +13.68% +46.18% Average Annual Total Return(3) -16.89% -20.06% +2.33% +6.79% Value of $10,000 Investment(4) $ 8,311 $ 7,994 $10,717 $13,777 Total Annual Operating Expenses(5) Without Waiver 1.18% With Waiver 1.13% CLASS B 6-MONTH 1-YEAR 3-YEAR INCEPTION (8/15/03) - ------- ------- ------- ------- ------------------- Cumulative Total Return(2) -12.04% -15.66% +11.50% +41.69% Average Annual Total Return(3) -15.47% -18.82% +2.81% +7.09% Value of $10,000 Investment(4) $ 8,453 $ 8,118 $10,867 $13,969 Total Annual Operating Expenses(5) Without Waiver 1.88% With Waiver 1.83% CLASS C 6-MONTH 1-YEAR 3-YEAR INCEPTION (8/15/03) - ------- ------- ------- ------- ------------------- Cumulative Total Return(2) -12.11% -15.69% +11.56% +41.65% Average Annual Total Return(3) -12.96% -16.48% +3.71% +7.40% Value of $10,000 Investment(4) $ 8,704 $ 8,352 $11,156 $14,165 Total Annual Operating Expenses(5) Without Waiver 1.88% With Waiver 1.83% CLASS R 6-MONTH 1-YEAR 3-YEAR INCEPTION (8/15/03) - ------- ------- ------- ------- ------------------- Cumulative Total Return(2) -11.92% -15.35% +13.07% +45.21% Average Annual Total Return(3) -11.92% -15.35% +4.18% +7.95% Value of $10,000 Investment(4) $ 8,808 $ 8,465 $11,307 $14,521 Total Annual Operating Expenses(5) Without Waiver 1.38% With Waiver 1.33% ADVISOR CLASS 6-MONTH 1-YEAR 3-YEAR INCEPTION (8/15/03) - ------------- ------- ------- ------- ------------------- Cumulative Total Return(2) -11.70% -14.93% +14.90% +48.67% Average Annual Total Return(3) -11.70% -14.93% +4.74% +8.47% Value of $10,000 Investment(4) $ 8,830 $ 8,507 $11,490 $14,867 Total Annual Operating Expenses(5) Without Waiver 0.88% With Waiver 0.83% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. THE ADMINISTRATOR HAS CONTRACTUALLY AGREED TO WAIVE OR LIMIT ITS FEES AND TO ASSUME AS ITS OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT THE FUND'S COMMON EXPENSES (I.E., A COMBINATION OF ADMINISTRATION FEES AND OTHER EXPENSES, INCLUDING ESTIMATED INDIRECT UNDERLYING FUND EXPENSES, BUT EXCLUDING DISTRIBUTION AND SERVICE (12B-1) FEES) DO NOT EXCEED 0.85% FOR EACH CLASS (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 4/30/09. Semiannual Report | 15 Performance Summary (CONTINUED) ENDNOTES BECAUSE THE FUND INVESTS IN UNDERLYING FUNDS THAT MAY ENGAGE IN A VARIETY OF INVESTMENT STRATEGIES INVOLVING CERTAIN RISKS, THIS FUND OF FUNDS IS SUBJECT TO THESE SAME RISKS. STOCKS HISTORICALLY HAVE OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, BUT TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORT TERM. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. HIGHER-YIELDING, LOWER-RATED CORPORATE BONDS ENTAIL A GREATER DEGREE OF CREDIT RISK COMPARED TO INVESTMENT-GRADE SECURITIES. FOREIGN INVESTING HAS ADDITIONAL RISKS SUCH AS CURRENCY AND MARKET VOLATILITY AND POLITICAL AND SOCIAL INSTABILITY. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1). If the administrator had not waived fees, the Fund's total returns would have been lower. (2). Cumulative total return represents the change in value of an investment over the periods indicated. (3). Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. (4). These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. (5). Figures are as stated in the Fund's prospectus current as of the date of this report. 16 | Semiannual Report Your Fund's Expenses FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Semiannual Report | 17 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 881.60 $2.25 Hypothetical (5% return before expenses) $1,000 $1,022.48 $2.41 CLASS B Actual $1,000 $ 879.60 $5.51 Hypothetical (5% return before expenses) $1,000 $1,019.00 $5.92 CLASS C Actual $1,000 $ 878.90 $5.42 Hypothetical (5% return before expenses) $1,000 $1,019.10 $5.82 CLASS R Actual $1,000 $ 880.80 $3.18 Hypothetical (5% return before expenses) $1,000 $1,021.48 $3.42 ADVISOR CLASS Actual $1,000 $ 883.00 $0.84 Hypothetical (5% return before expenses) $1,000 $1,023.97 $0.91 * Expenses are calculated using the most recent six-month expense ratio excluding expenses of the underlying funds, net of expense waivers, annualized for each class (A: 0.48%; B: 1.18%; C: 1.16%; R: 0.68%; and Advisor: 0.18%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. 18 | Semiannual Report Franklin Templeton Perspectives Allocation Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Templeton Perspectives Allocation Fund seeks capital appreciation through investments in an equally weighted combination of Franklin Flex Cap Growth Fund, Mutual Shares Fund and Templeton Growth Fund. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This semiannual report for Franklin Templeton Perspectives Allocation Fund covers the period ended June 30, 2008. PERFORMANCE OVERVIEW Franklin Templeton Perspectives Allocation Fund - Class A had a -12.82% cumulative total return for the six months under review. The Fund underperformed its hybrid benchmark, which comprised a weighted combination of the Standard & Poor's 500 Index (S&P 500) and the Morgan Stanley Capital International (MSCI) World Index. For the reporting period, the hybrid benchmark had a -11.36% total return.(1) You can find other performance data in the Performance Summary beginning on page 21. INVESTMENT STRATEGY The Fund invests its assets in an equally weighted combination of Franklin Flex Cap Growth Fund, Mutual Shares Fund and Templeton Growth Fund. These underlying funds, in turn, invest primarily in U.S. and foreign equity securities and, to a lesser extent, fixed income and money market securities. As market conditions affect the underlying funds, we rebalance the Fund's allocations to maintain the predetermined equal weightings of approximately 33 1/3% of total net assets in each underlying fund whenever the actual allocations exceed plus or minus 3% of the fixed allocation percentages. (1). Source: (C) 2008 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The MSCI World Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed markets. The benchmark index's weightings are as follows: S&P 500 67% and MSCI World Index 33%. The indexes are unmanaged and include reinvested distributions. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 42. Semiannual Report | 19 ASSET ALLOCATION* Franklin Templeton Perspectives Allocation Fund Based on Total Net Assets as of 6/30/08 (BAR CHART) Domestic Equity 66.4% Foreign Equity 33.5% Short-Term Investments & Other Net Assets 0.1% * The asset allocation is based on the SOI, which classifies each underlying fund into a broad asset class. PORTFOLIO REVIEW The Fund's performance can be attributed largely to maintaining a relatively static allocation among domestic and foreign equities, fixed income securities, and short-term investments and other net assets, and by the actual performance of the selected underlying funds. During the period under review, Fund performance was hindered most by Templeton Growth Fund - Advisor Class, which underperformed the Fund's hybrid benchmark. Although Franklin Flex Cap Growth Fund - Advisor Class and Franklin Growth Fund - - Advisor Class also had negative total returns during the reporting period, both funds performed better than the benchmark. Thank you for your continued participation in Franklin Templeton Perspectives Allocation Fund. We look forward to serving your future investment needs. (PHOTO OF T. ANTHONY COFFEY) /s/ T. Anthony Coffey T. Anthony Coffey, CFA Vice President of Franklin Advisers, Inc. Franklin Templeton Perspectives Allocation Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. 20 | Semiannual Report Performance Summary as of 6/30/08 FRANKLIN TEMPLETON PERSPECTIVES ALLOCATION FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FPAAX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$1.96 $11.21 $13.17 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0055 Short-Term Capital Gain $0.0002 Long-Term Capital Gain $0.2600 TOTAL $0.2657 CLASS C (SYMBOL: FPCAX) CHANGE 6/30/08 12/31/07 - ----------------------- ------ ------- -------- Net Asset Value (NAV) -$1.99 $11.09 $13.08 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0055 Short-Term Capital Gain $0.0002 Long-Term Capital Gain $0.2600 TOTAL $0.2657 CLASS R (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------- ------ ------- -------- Net Asset Value (NAV) -$1.97 $11.20 $13.17 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0055 Short-Term Capital Gain $0.0002 Long-Term Capital Gain $0.2600 TOTAL $0.2657 ADVISOR CLASS (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------------- ------ ------- -------- Net Asset Value (NAV) -$1.95 $11.27 $13.22 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $0.0055 Short-Term Capital Gain $0.0002 Long-Term Capital Gain $0.2600 TOTAL $0.2657 Semiannual Report | 21 Performance Summary (CONTINUED) PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURN AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR 3-YEAR INCEPTION (8/2/04) - ------- ------- ------- ------- ------------------ Cumulative Total Return(2) -12.82% -14.10% +15.46% +30.15% Average Annual Total Return(3) -17.81% -19.05% +2.85% +5.36% Value of $10,000 Investment(4) $ 8,219 $ 8,095 $10,881 $12,266 Total Annual Operating Expenses(5) Without Waiver 1.39% With Waiver 1.21% CLASS C 6-MONTH 1-YEAR 3-YEAR INCEPTION (8/2/04) - ------- ------- ------- ------- ------------------ Cumulative Total Return(2) -13.14% -14.69% +13.19% +26.84% Average Annual Total Return(3) -13.98% -15.51% +4.22% +6.27% Value of $10,000 Investment(4) $ 8,602 $ 8,449 $11,319 $12,684 Total Annual Operating Expenses(5) Without Waiver 2.08% With Waiver 1.90% CLASS R 6-MONTH 1-YEAR 3-YEAR INCEPTION (8/2/04) - ------- ------- ------- ------- ------------------ Cumulative Total Return(2) -12.89% -14.22% +14.86% +29.34% Average Annual Total Return(3) -12.89% -14.22% +4.73% +6.80% Value of $10,000 Investment(4) $ 8,711 $ 8,578 $11,486 $12,934 Total Annual Operating Expenses(5) Without Waiver 1.59% With Waiver 1.41% ADVISOR CLASS 6-MONTH 1-YEAR 3-YEAR INCEPTION (8/2/04) - ------------- ------- ------- ------- ------------------ Cumulative Total Return(2) -12.69% -13.71% +16.73% +31.90% Average Annual Total Return(3) -12.69% -13.71% +5.29% +7.34% Value of $10,000 Investment(4) $ 8,731 $ 8,629 $11,673 $13,190 Total Annual Operating Expenses(5) Without Waiver 1.09% With Waiver 0.91% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. THE ADMINISTRATOR HAS CONTRACTUALLY AGREED TO WAIVE OR LIMIT ITS FEES AND TO ASSUME AS ITS OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT THE FUND'S COMMON EXPENSES (I.E., A COMBINATION OF ADMINISTRATION FEES AND OTHER EXPENSES, INCLUDING ESTIMATED INDIRECT UNDERLYING FUND EXPENSES, BUT EXCLUDING DISTRIBUTION AND SERVICE (12B-1) FEES) DO NOT EXCEED 0.92% FOR EACH CLASS (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 4/30/09. 22 | Semiannual Report Performance Summary (CONTINUED) ENDNOTES BECAUSE THE FUND INVESTS IN UNDERLYING FUNDS THAT MAY ENGAGE IN A VARIETY OF INVESTMENT STRATEGIES INVOLVING CERTAIN RISKS, THE FUND IS SUBJECT TO THESE SAME RISKS. STOCKS HISTORICALLY HAVE OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, BUT TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORT TERM. FOREIGN INVESTING HAS ADDITIONAL RISKS SUCH AS CURRENCY AND MARKET VOLATILITY, AND POLITICAL OR SOCIAL INSTABILITY. THE PORTFOLIO MAY INCLUDE INVESTMENTS IN THE TECHNOLOGY SECTOR, WHICH HAS BEEN AMONG THE MOST VOLATILE IN THE MARKET. SMALLER OR RELATIVELY NEW OR UNSEASONED COMPANIES CAN BE PARTICULARLY SENSITIVE TO CHANGING ECONOMIC CONDITIONS, AND THEIR PROSPECTS FOR GROWTH ARE LESS CERTAIN THAN THOSE OF LARGER, MORE ESTABLISHED COMPANIES. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1). If the administrator had not waived fees, the Fund's total returns would have been lower. (2). Cumulative total return represents the change in value of an investment over the periods indicated. (3). Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. (4). These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. (5). Figures are as stated in the Fund's prospectus current as of the date of this report. Semiannual Report | 23 Your Fund's Expenses FRANKLIN TEMPLETON PERSPECTIVES ALLOCATION FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 24 | Semiannual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 871.80 $2.23 Hypothetical (5% return before expenses) $1,000 $1,022.48 $2.41 CLASS C Actual $1,000 $ 868.60 $5.44 Hypothetical (5% return before expenses) $1,000 $1,019.05 $5.87 CLASS R Actual $1,000 $ 871.10 $3.16 Hypothetical (5% return before expenses) $1,000 $1,021.48 $3.42 ADVISOR CLASS Actual $1,000 $ 873.10 $1.02 Hypothetical (5% return before expenses) $1,000 $1,023.77 $1.11 * Expenses are calculated using the most recent six-month expense ratio excluding expenses of the underlying funds, net of expense waivers, annualized for each class (A: 0.48%; C: 1.17%; R: 0.68%; and Advisor: 0.18%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. Semiannual Report | 25 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS FRANKLIN TEMPLETON COREFOLIO ALLOCATION FUND SIX MONTHS ENDED YEAR ENDED DECEMBER 31, PERIOD ENDED JUNE 30, 2008 -------------------------------------- JULY 31, CLASS A (UNAUDITED) 2007 2006 2005 2004(a) 2004(b) - ------- ---------------- -------- -------- -------- -------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............ $ 14.22 $ 14.09 $ 12.71 $ 12.20 $ 11.02 $ 10.00 -------- -------- -------- -------- -------- -------- Income from investment operations(c): Net investment income (loss)(d, e) ........... (0.03) 0.15 0.11 0.09 0.09 0.01 Net realized and unrealized gains (losses) ... (1.73) 0.57 1.81 0.71 1.21 1.07 -------- -------- -------- -------- -------- -------- Total from investment operations ................ (1.76) 0.72 1.92 0.80 1.30 1.08 -------- -------- -------- -------- -------- -------- Less distributions from: Net investment income and short term gains received from Underlying Funds ............ (0.02) (0.17) (0.16) (0.10) (0.07) -- Net realized gains ........................... (0.29) (0.42) (0.38) (0.19) (0.05) -- Tax return of capital ........................ -- -- -- -- -- (0.06) -------- -------- -------- -------- -------- -------- Total distributions ............................. (0.31) (0.59) (0.54) (0.29) (0.12) (0.06) -------- -------- -------- -------- -------- -------- Redemption fees(f) .............................. -- -- -- -- -- -- -------- -------- -------- -------- -------- -------- Net asset value, end of period .................. $ 12.15 $ 14.22 $ 14.09 $ 12.71 $ 12.20 $ 11.02 ======== ======== ======== ======== ======== ======== Total return(g) ................................. (12.39)% 5.20% 15.25% 6.63% 11.77% 10.85% RATIOS TO AVERAGE NET ASSETS(h) Expenses before waiver and payments by affiliates(i) ................................ 0.60% 0.64% 0.65% 0.66% 0.68% 0.74% Expenses net of waiver and payments by affiliates(i) ................................ 0.48% 0.50% 0.50% 0.58% 0.68% 0.47% Net investment income (loss)(e) ................. (0.48)% 0.99% 0.82% 0.72% 1.86% 0.14% SUPPLEMENTAL DATA Net assets, end of period (000's) ............... $416,931 $497,314 $458,460 $353,016 $238,564 $157,792 Portfolio turnover rate ......................... 0.91% 1.72% 1.66% 2.49% 1.02% 0.62% (a) For the period August 1, 2004 (effective date) to December 31, 2004. (b) For the period August 15, 2003 (commencement of operations) to July 31, 2004. (c) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (d) Based on average daily shares outstanding. (e) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (f) Amount rounds to less than $0.01 per share. (g) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. (i) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.72% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. 26 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON COREFOLIO ALLOCATION FUND SIX MONTHS ENDED YEAR ENDED DECEMBER 31, PERIOD ENDED JUNE 30, 2008 ---------------------------------- JULY 31, CLASS B (UNAUDITED) 2007 2006 2005 2004(a) 2004(b) - ------- ---------------- ------- ------- ------- -------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............ $ 14.12 $ 13.99 $ 12.62 $ 12.12 $ 10.95 $ 10.00 ------- ------- ------- ------- ------- ------- Income from investment operations(c): Net investment income (loss)(d, e) ........... (0.08) 0.05 0.01 0.01 0.06 (0.06) Net realized and unrealized gains (losses) ... (1.71) 0.57 1.81 0.70 1.20 1.06 ------- ------- ------- ------- ------- ------- Total from investment operations ................ (1.79) 0.62 1.82 0.71 1.26 1.00 ------- ------- ------- ------- ------- ------- Less distributions from: Net investment income and short term gains received from Underlying Funds ............ (0.02) (0.07) (0.07) (0.02) (0.04) -- Net realized gains ........................... (0.29) (0.42) (0.38) (0.19) (0.05) -- Tax return of capital ........................ -- -- -- -- -- (0.05) ------- ------- ------- ------- ------- ------- Total distributions ............................. (0.31) (0.49) (0.45) (0.21) (0.09) (0.05) ------- ------- ------- ------- ------- ------- Redemption fees(f) .............................. -- -- -- -- -- -- ------- ------- ------- ------- ------- ------- Net asset value, end of period .................. $ 12.02 $ 14.12 $ 13.99 $ 12.62 $ 12.12 $ 10.95 ======= ======= ======= ======= ======= ======= Total return(g) ................................. (12.70)% 4.49% 14.55% 5.89% 11.50% 10.02% RATIOS TO AVERAGE NET ASSETS(h) Expenses before waiver and payments by affiliates(i) ................................ 1.30% 1.31% 1.30% 1.31% 1.33% 1.39% Expenses net of waiver and payments by affiliates(i) ................................ 1.18% 1.16% 1.15% 1.23% 1.33% 1.12% Net investment income (loss)(e).................. (1.18)% 0.32% 0.17% 0.07% 1.21% (0.51)% SUPPLEMENTAL DATA Net assets, end of period (000's) ............... $57,937 $72,530 $76,408 $71,496 $66,562 $44,297 Portfolio turnover rate ......................... 0.91% 1.72% 1.66% 2.49% 1.02% 0.62% (a) For the period August 1, 2004 (effective date) to December 31, 2004. (b) For the period August 15, 2003 (commencement of operations) to July 31, 2004. (c) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (d) Based on average daily shares outstanding. (e) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (f) Amount rounds to less than $0.01 per share. (g) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. (i) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.72% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 27 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON COREFOLIO ALLOCATION FUND SIX MONTHS ENDED YEAR ENDED DECEMBER 31, PERIOD ENDED JUNE 30, 2008 ------------------------------------- JULY 31, CLASS C (UNAUDITED) 2007 2006 2005 2004(a) 2004(b) - ------- ---------------- -------- -------- -------- -------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............ $ 14.08 $ 13.96 $ 12.61 $ 12.11 $ 10.94 $ 10.00 -------- -------- -------- -------- ------- ------- Income from investment operations(c): Net investment income (loss)(d, e) ........... (0.07) 0.05 0.02 0.01 0.06 (0.05) Net realized and unrealized gains (losses) ... (1.71) 0.57 1.79 0.71 1.20 1.04 -------- -------- -------- -------- ------- ------- Total from investment operations ................ (1.78) 0.62 1.81 0.72 1.26 0.99 -------- -------- -------- -------- ------- ------- Less distributions from: Net investment income and short term gains received from Underlying Funds ............ (0.02) (0.08) (0.08) (0.03) (0.04) -- Net realized gains ........................... (0.29) (0.42) (0.38) (0.19) (0.05) -- Tax return of capital ........................ -- -- -- -- -- (0.05) -------- -------- -------- -------- ------- ------- Total distributions ............................. (0.31) (0.50) (0.46) (0.22) (0.09) (0.05) -------- -------- -------- -------- ------- ------- Redemption fees(f) .............................. -- -- -- -- -- -- -------- -------- -------- -------- ------- ------- Net asset value, end of period .................. $ 11.99 $ 14.08 $ 13.96 $ 12.61 $ 12.11 $ 10.94 ======== ======== ======== ======== ======= ======= Total return(g) ................................. (12.66)% 4.50% 14.48% 6.02% 11.49% 9.93% RATIOS TO AVERAGE NET ASSETS(h) Expenses before waiver and payments by affiliates(i) ................................ 1.29% 1.30% 1.29% 1.29% 1.33% 1.39% Expenses net of waiver and payments by affiliates(i) ................................ 1.17% 1.16% 1.14% 1.21% 1.33% 1.12% Net investment income (loss)(d) ................. (1.17)% 0.33% 0.18% 0.09% 1.21% (0.51)% SUPPLEMENTAL DATA Net assets, end of period (000's) ............... $153,956 $181,951 $166,688 $132,459 $96,487 $73,272 Portfolio turnover rate ......................... 0.91% 1.72% 1.66% 2.49% 1.02% 0.62% (a) For the period August 1, 2004 (effective date) to December 31, 2004. (b) For the period August 15, 2003 (commencement of operations) to July 31, 2004. (c) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Based on average daily shares outstanding. (f) Amount rounds to less than $0.01 per share. (g) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. (i) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.72% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. 28 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON COREFOLIO ALLOCATION FUND SIX MONTHS ENDED YEAR ENDED DECEMBER 31, PERIOD ENDED JUNE 30, 2008 ----------------------------------- JULY 31, CLASS R (UNAUDITED) 2007 2006 2005 2004(a) 2004(b) - ------- ---------------- ------ ------ ------ ------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ......................... $ 14.20 $14.07 $12.69 $12.18 $11.00 $10.00 ------- ------ ------ ------ ------ ------ Income from investment operations(c): Net investment income (loss)(d, e) ................... (0.04) 0.12 0.09 0.05 0.08 (0.02) Net realized and unrealized gains (losses) ................. (1.73) 0.57 1.81 0.73 1.21 1.08 ------- ------ ------ ------ ------ ------ Total from investment operations .. (1.77) 0.69 1.90 0.78 1.29 1.06 ------- ------ ------ ------ ------ ------ Less distributions from: Net investment income and short term gains received from Underlying Funds ............... (0.02) (0.14) (0.14) (0.08) (0.06) -- Net realized gains ............. (0.29) (0.42) (0.38) (0.19) (0.05) -- Tax return of capital .......... -- -- -- -- -- (0.06) ------- ------ ------ ------ ------ ------ Total distributions ............... (0.31) (0.56) (0.52) (0.27) (0.11) (0.06) ------- ------ ------ ------ ------ ------ Redemption fees(f) ................ -- -- -- -- -- -- ------- ------ ------ ------ ------ ------ Net asset value, end of period .... $ 12.12 $14.20 $14.07 $12.69 $12.18 $11.00 ======= ====== ====== ====== ====== ====== Total return(g) ................... (12.48)% 5.02% 15.10% 6.43% 11.73% 10.65% RATIOS TO AVERAGE NET ASSETS(h) Expenses before waiver and payments by affiliates(i) ............... 0.80% 0.81% 0.80% 0.81% 0.83% 0.89% Expenses net of waiver and payments by affiliates(i) ............... 0.68% 0.66% 0.65% (0.73)% 0.83% 0.62% Net investment income (loss)(d) ... (0.68)% 0.82% 0.67% 0.57% 1.71% (0.01)% SUPPLEMENTAL DATA Net assets, end of period (000's) ........................ $ 2,003 $2,602 $2,534 $2,190 $1,944 $1,408 Portfolio turnover rate ........... 0.91% 1.72% 1.66% 2.49% 1.02% 0.62% (a) For the period August 1, 2004 (effective date) to December 31, 2004. (b) For the period August 15, 2003 (commencement of operations) to July 31, 2004. (c) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Based on average daily shares outstanding. (f) Amount rounds to less than $0.01 per share. (g) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. (i) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.72% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 29 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON COREFOLIO ALLOCATION FUND SIX MONTHS ENDED YEAR ENDED DECEMBER 31, PERIOD ENDED JUNE 30, 2008 ----------------------------------- JULY 31, ADVISOR CLASS (UNAUDITED) 2007 2006 2005 2004(a) 2004(b) - ------------- ---------------- ------ ------ ------ -------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ......................... $ 14.25 $14.12 $12.73 $12.21 $11.02 $10.00 ------- ------ ------ ------ ------ ------ Income from investment operations(c): Net investment income (loss)(d, e) ................ (0.01) 0.19 0.15 0.13 0.11 0.04 Net realized and unrealized gains (losses) .............. (1.73) 0.58 1.83 0.72 1.21 1.05 ------- ------ ------ ------ ------ ------ Total from investment operations .. (1.74) 0.77 1.98 0.85 1.32 1.09 ------- ------ ------ ------ ------ ------ Less distributions from: Net investment income and short term gains received from Underlying Funds ............ (0.02) (0.22) (0.21) (0.14) (0.08) -- Net realized gains ............. (0.29) (0.42) (0.38) (0.19) (0.05) -- Tax return of capital .......... -- -- -- -- -- (0.07) ------- ------ ------ ------ ------ ------ Total distributions ............... (0.31) (0.64) (0.59) (0.33) (0.13) (0.07) ------- ------ ------ ------ ------ ------ Redemption fees(f) ................ -- -- -- -- -- -- ------- ------ ------ ------ ------ ------ Net asset value, end of period .... $ 12.20 $14.25 $14.12 $12.73 $12.21 $11.02 ------- ------ ------ ------ ------ ------ Total return(g) ................... (12.22)% 5.53% 15.65% 6.93% 12.09% 10.92% ======= ====== ====== ====== ====== ====== RATIOS TO AVERAGE NET ASSETS(h) Expenses before waiver and payments by affiliates(i) ............... 0.30% 0.31% 0.30% 0.31% 0.33% 0.39% Expenses net of waiver and payments by affiliates(i) ............... 0.18% 0.16% 0.15% 0.23% 0.33% 0.12% Net investment income (loss)(d) ... (0.18)% 1.32% 1.17% 1.07% 2.21% 0.49% SUPPLEMENTAL DATA Net assets, end of period (000's) ........................ $ 2,390 $3,243 $3,073 $2,792 $2,097 $1,181 Portfolio turnover rate ........... 0.91% 1.72% 1.66% 2.49% 1.02% 0.62% (a) For the period August 1, 2004 (effective date) to December 31, 2004. (b) For the period August 15, 2003 (commencement of operations) to July 31, 2004. (c) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Based on average daily shares outstanding. (f) Amount rounds to less than $0.01 per share. (g) Total return is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. (i) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.72% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. 30 | Semiannual Report Franklin Templeton Fund Allocator Series STATEMENT OF INVESTMENTS, JUNE 30, 2008 (UNAUDITED) FRANKLIN TEMPLETON COREFOLIO ALLOCATION FUND SHARES VALUE -------------------------------------------- ---------- ------------ INVESTMENTS IN UNDERLYING FUNDS(a) DOMESTIC EQUITY 75.2% Franklin Capital Growth Fund, Advisor Class ........................... 13,979,830 $160,208,854 Franklin Growth Fund, Advisor Class ................................... 4,044,550 160,245,087 Mutual Shares Fund, Class Z ........................................... 7,189,220 155,934,185 ------------ 476,388,126 ------------ FOREIGN EQUITY 25.0% Templeton Growth Fund Inc., Advisor Class ............................. 7,728,068 157,884,420 ------------ TOTAL INVESTMENTS IN UNDERLYING FUNDS BEFORE SHORT TERM INVESTMENT (COST $607,646,090) ................................................ 634,272,546 ------------ SHORT TERM INVESTMENT (COST $659,108) 0.1% MONEY MARKET FUND 0.1% (b) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.17% .. 659,108 659,108 ------------ TOTAL INVESTMENTS IN UNDERLYING FUNDS (COST $608,305,198) 100.3% ...... 634,931,654 OTHER ASSETS, LESS LIABILITIES (0.3)% ................................. (1,714,729) ------------ NET ASSETS 100.0% ..................................................... $633,216,925 ============ (a) See Note 6 regarding investments in Underlying Funds. (b) The rate shown is the annualized seven-day yield at period end. The accompanying notes are an integral part of these financial statements. Semiannual Report | 31 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION FUND PERIOD SIX MONTHS ENDED YEAR ENDED DECEMBER 31, ENDED JUNE 30, 2008 --------------------------------------------------- JULY 31, CLASS A (UNAUDITED) 2007 2006 2005 2004(a) 2004(b) - ------- ---------------- ----------- ---------- ---------- ---------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period.......................... $ 13.50 $ 13.98 $ 12.50 $ 12.28 $ 11.21 $ 10.00 ---------- ----------- ---------- ---------- ---------- -------- Income from investment operations(c): Net investment income(d, e)..... 0.10 0.43 0.40 0.37 0.22 0.23 Net realized and unrealized gains (losses)............... (1.70) --(f) 1.99 0.40 1.14 1.07 ---------- ----------- ---------- ---------- ---------- -------- Total from investment operations... (1.60) 0.43 2.39 0.77 1.36 1.30 ---------- ----------- ---------- ---------- ---------- -------- Less distributions from: Net investment income and short term gains received from Underlying Funds............. (0.01) (0.44) (0.44) (0.30) (0.23) (0.09) Net realized gains.............. (0.28) (0.47) (0.47) (0.25) (0.06) -- ---------- ----------- ---------- ---------- ---------- -------- Total distributions................ (0.29) (0.91) (0.91) (0.55) (0.29) (0.09) ---------- ----------- ---------- ---------- ---------- -------- Redemption fees(f)................. -- -- -- -- -- -- ---------- ----------- ---------- ---------- ---------- -------- Net asset value, end of period..... $ 11.61 $ 13.50 $ 13.98 $ 12.50 $ 12.28 $ 11.21 ========== =========== ========== ========== ========== ======== Total return(g).................... (11.84)% 3.12% 19.34% 6.31% 12.16% 13.00% RATIOS TO AVERAGE NET ASSETS(h) Expenses before waiver and payments by affiliates(i)................ 0.52% 0.55% 0.57% 0.58% 0.60% 0.61% Expenses net of waiver and payments by affiliates(i)................ 0.48% 0.50% 0.50% 0.54% 0.60% 0.49% Net investment income(e)........... 1.62% 2.99% 3.00% 2.98% 4.48% 2.16% SUPPLEMENTAL DATA Net assets, end of period (000's).. $8,420,723 $10,161,473 $7,288,143 $4,051,695 $1,640,876 $882,175 Portfolio turnover rate............ 1.15% 0.73% 0.96% 0.74% 0.37% 0.71% (a) For the period August 1, 2004 to December 31, 2004. (b) For the period August 15, 2003 (commencement of operations) to July 31, 2004. (c) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (d) Based on average daily shares outstanding. (e) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (f) Amount rounds to less than $0.01 per share. (g) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. (i) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.67% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. 32 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION FUND PERIOD SIX MONTHS ENDED YEAR ENDED DECEMBER 31, ENDED JUNE 30, 2008 ----------------------------------------- JULY 31, CLASS B (UNAUDITED) 2007 2006 2005 2004(a) 2004(b) - ------- ---------------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ......................... $ 13.45 $ 13.93 $ 12.46 $ 12.23 $ 11.16 $ 10.00 -------- -------- -------- -------- -------- -------- Income from investment operations(c): Net investment income(d, e) .... 0.06 0.35 0.28 0.26 0.19 0.16 Net realized and unrealized gains (losses) .............. (1.68) (0.02) 2.00 0.43 1.13 1.08 -------- -------- -------- -------- -------- -------- Total from investment operations .. (1.62) 0.33 2.28 0.69 1.32 1.24 -------- -------- -------- -------- -------- -------- Less distributions from: Net investment income and short term gains received from Underlying Funds ............ (0.01) (0.34) (0.34) (0.21) (0.19) (0.08) Net realized gains ............. (0.28) (0.47) (0.47) (0.25) (0.06) -- -------- -------- -------- -------- -------- -------- Total distributions ............... (0.29) (0.81) (0.81) (0.46) (0.25) (0.08) -------- -------- -------- -------- -------- -------- Redemption fees(f) ................ -- -- -- -- -- -- -------- -------- -------- -------- -------- -------- Net asset value, end of period .... $ 11.54 $ 13.45 $ 13.93 $ 12.46 $ 12.23 $ 11.16 ======== ======== ======== ======== ======== ======== Total return(g) ................... (12.04)% 2.36% 18.53% 5.58% 11.90% 12.39% RATIOS TO AVERAGE NET ASSETS(h) Expenses before waiver and payments by affiliates(i) ...... 1.22% 1.22% 1.22% 1.23% 1.25% 1.26% Expenses net of waiver and payments by affiliates(i) ............... 1.18% 1.17% 1.15% 1.19% 1.25% 1.14% Net investment income(e) .......... 0.92% 2.32% 2.35% 2.33% 3.83% 1.51% SUPPLEMENTAL DATA Net assets, end of period (000's).. $577,157 $722,716 $766,452 $688,590 $612,553 $357,282 Portfolio turnover rate ........... 1.15% 0.73% 0.96% 0.74% 0.37% 0.71% (a) For the period August 1, 2004 to December 31, 2004. (b) For the period August 15, 2003 (commencement of operations) to July 31, 2004. (c) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (d) Based on average daily shares outstanding. (e) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (f) Amount rounds to less than $0.01 per share. (g) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. (i) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.67%for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 33 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION FUND PERIOD SIX MONTHS ENDED YEAR ENDED DECEMBER 31, ENDED JUNE 30, 2008 ------------------------------------------------ JULY 31, CLASS C (UNAUDITED) 2007 2006 2005 2004(a) 2004(b) - ------- ---------------- ---------- ----------- ---------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ......................... $ 13.29 $ 13.78 $ 12.36 $ 12.23 $ 11.16 $ 10.00 ---------- ---------- ---------- ---------- -------- -------- Income from investment operations(c): Net investment income(d, e) .... 0.06 0.29 0.31 0.29 0.19 0.17 Net realized and unrealized gains (losses) .............. (1.67) 0.05 1.95 0.39 1.13 1.07 ---------- ---------- ---------- ---------- -------- -------- Total from investment operations .. (1.61) 0.34 2.26 0.68 1.32 1.24 ---------- ---------- ---------- ---------- -------- -------- Less distributions from: Net investment income and short term gains received from Underlying Funds ............ (0.01) (0.36) (0.37) (0.30) (0.19) (0.08) Net realized gains ............. (0.28) (0.47) (0.47) (0.25) (0.06) -- ---------- ---------- ---------- ---------- -------- -------- Total distributions ............... (0.29) (0.83) (0.83) (0.55) (0.25) (0.08) ---------- ---------- ---------- ---------- -------- -------- Redemption fees(f) ................ -- -- -- -- -- -- ---------- ---------- ---------- ---------- -------- -------- Net asset value, end of period .... $ 11.39 $ 13.29 $ 13.78 $ 12.36 $ 12.23 $ 11.16 ========== ========== ========== ========== ======== ======== Total return(g) ................... (12.11)% 2.47% 18.50% 5.63% 11.79% 12.40% RATIOS TO AVERAGE NET ASSETS(h) Expenses before waiver and payments by affiliates(i) ............... 1.20% 1.22% 1.22% 1.20% 1.25% 1.26% Expenses net of waiver and payments by affiliates(i) ............... 1.16% 1.17% 1.15% 1.16% 1.25% 1.14% Net investment income(e) .......... 0.94% 2.32% 2.35% 2.36% 3.83% 1.51% SUPPLEMENTAL DATA Net assets, end of period (000's).. $4,290,011 $5,295,157 $3,692,307 $2,075,041 $927,786 $535,778 Portfolio turnover rate ........... 1.15% 0.73% 0.96% 0.74% 0.37% 0.71% (a) For the period August 1, 2004 to December 31, 2004. (b) For the period August 15, 2003 (commencement of operations) to July 31, 2004. (c) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market values of the investments of the Fund. (d) Based on average daily shares outstanding. (e) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (f) Amount rounds to less than $0.01 per share. (g) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. (i) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.67% for the period ended June 30, 2007. The accompanying notes are an integral part of these financial statements. 34 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION FUND SIX MONTHS ENDED YEAR ENDED DECEMBER 31, PERIOD ENDED JUNE 30, 2008 ------------------------------------- JULY 31, CLASS R (UNAUDITED) 2007 2006 2005 2004(a) 2004(b) - ------- ---------------- ------- ------- ------- ------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ......................... $ 13.50 $ 13.98 $ 12.50 $ 12.28 $ 11.22 $10.00 ------- ------- ------- ------- ------- ------ Income from investment operations(c): Net investment income(d, e) .... 0.09 0.42 0.37 0.33 0.22 0.20 Net realized and unrealized gains (losses) .............. (1.70) (0.01) 1.99 0.42 1.13 1.11 ------- ------- ------- ------- ------- ------ Total from investment operations .. (1.61) 0.41 2.36 0.75 1.35 1.31 ------- ------- ------- ------- ------- ------ Less distributions from: Net investment income and short term gains received from Underlying Funds ............ (0.01) (0.42) (0.41) (0.28) (0.23) (0.09) Net realized gains ............. (0.28) (0.47) (0.47) (0.25) (0.06) -- ------- ------- ------- ------- ------- ------ Total distributions ............... (0.29) (0.89) (0.88) (0.53) (0.29) (0.09) ------- ------- ------- ------- ------- ------ Redemption fees(f) ................ -- -- -- -- -- -- ------- ------- ------- ------- ------- ------ Net asset value, end of period .... $ 11.60 $ 13.50 $ 13.98 $ 12.50 $ 12.28 $11.22 ======= ======= ======= ======= ======= ====== Total return(g) ................... (11.92)% 2.92% 19.15% 6.12% 12.02% 13.09% RATIOS TO AVERAGE NET ASSETS(h) Expenses before waiver and payments by affiliates(i) ...... 0.72% 0.72% 0.72% 0.73% 0.75% 0.76% Expenses net of waiver and payments by affiliates (i) .............. 0.68% 0.67% 0.65% 0.69% 0.75% 0.64% Net investment income(e) .......... 1.42% 2.82% 2.85% 2.83% 4.33% 2.01% SUPPLEMENTAL DATA Net assets, end of period (000's).. $22,449 $29,028 $24,435 $17,247 $12,101 $5,225 Portfolio turnover rate ........... 1.15% 0.73% 0.96% 0.74% 0.37% 0.71% (a) For the period August 1, 2004 to December 31, 2004. (b) For the period August 15, 2003 (commencement of operations) to July 31, 2004. (c) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market values of the investments of the Fund. (d) Based on average daily shares outstanding. (e) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (f) Amount rounds to less than $0.01 per share. (g) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. (i) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.67% for the period ended June 30, 2007. The accompanying notes are an integral part of these financial statements. Semiannual Report | 35 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION FUND SIX MONTHS ENDED YEAR ENDED DECEMBER 31, PERIOD ENDED JUNE 30, 2008 ------------------------------------- JULY 31, ADVISOR CLASS (UNAUDITED) 2007 2006 2005 2004(a) 2004(b) - ------------- ---------------- ------- ------- ------- ------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ......................... $ 13.58 $ 14.05 $ 12.55 $ 12.32 $11.25 $ 10.00 ------- ------- ------- ------- ------ ------ Income from investment operations(c): Net investment income(d, e) .... 0.12 0.48 0.47 0.39 0.24 0.25 Net realized and unrealized gains (losses) .............. (1.71) 0.01 1.98 0.42 1.14 1.09 ------- ------- ------- ------- ------ ------ Total from investment operations .. (1.59) 0.49 2.45 0.81 1.38 1.34 ------- ------- ------- ------- ------ ------ Less distributions from: Net investment income and short term gains received from Underlying Funds ............ (0.01) (0.49) (0.48) (0.33) (0.25) (0.09) Net realized gains ............. (0.28) (0.47) (0.47) (0.25) (0.06) -- ------- ------- ------- ------- ------ ------ Total distributions ............... (0.29) (0.96) (0.95) (0.58) (0.31) (0.09) ------- ------- ------- ------- ------ ------ Redemption fees(f) ................ -- -- -- -- -- -- ------- ------- ------- ------- ------ ------ Net asset value, end of period .... $ 11.70 $ 13.58 $ 14.05 $ 12.55 $12.32 $ 11.25 ======= ======= ======= ======= ====== ====== Total returng ..................... (11.70)% 3.48% 19.73% 6.63% 12.32% 13.46% RATIOS TO AVERAGE NET ASSETS(h) Expenses before waiver and payments by affiliates(i) ............... 0.22% 0.22% 0.22% 0.23% 0.25% 0.26% Expenses net of waiver and payments by affiliates(i) ............... 0.18% 0.17% 0.15% 0.19% 0.25% 0.14% Net investment income(e) .......... 1.92% 3.32% 3.35% 3.33% 4.83% 2.51% SUPPLEMENTAL DATA Net assets, end of period (000's).. $40,083 $46,866 $25,124 $12,535 $7,792 $4,991 Portfolio turnover rate ........... 1.15% 0.73% 0.96% 0.74% 0.37% 0.71% (a) For the period August 1, 2004 to December 31, 2004. (b) For the period August 15, 2003 (commencement of operations) to July 31, 2004. (c) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (d) Based on average daily shares outstanding. (e) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (f) Amount rounds to less than $0.01 per share. (g) Total return is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. (i) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.67% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. 36 | Semiannual Report Franklin Templeton Fund Allocator Series STATEMENT OF INVESTMENTS, JUNE 30, 2008 (UNAUDITED) FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION FUND SHARES VALUE ------------------------------------------------- ------------- --------------- INVESTMENTS IN UNDERLYING FUNDS(a) DOMESTIC EQUITY 33.0% Mutual Shares Fund, Class Z...................... 203,139,976 $ 4,406,106,079 --------------- DOMESTIC HYBRID 33.8% Franklin Custodian Franklin Income Fund Inc., Advisor Class................................. 1,901,818,957 4,507,310,928 --------------- FOREIGN EQUITY 33.5% Templeton Growth Fund Inc., Advisor Class........ 218,862,652 4,471,363,983 --------------- TOTAL INVESTMENTS IN UNDERLYING FUNDS BEFORE SHORT TERM INVESTMENT (COST $14,937,247,924).. 13,384,780,990 --------------- SHORT TERM INVESTMENT (COST $5,269) 0.0% (b) MONEY MARKET FUND 0.0%(b) (c) Franklin Institutional Fiduciary Trust Money Market Portfolio 2.17%........................ 5,269 5,269 TOTAL INVESTMENTS IN UNDERLYING FUNDS (COST $14,937,253,193) 100.3%................. 13,384,786,259 OTHER ASSETS, LESS LIABILITIES (0.3)%............ (34,364,239) --------------- NET ASSETS 100.0%................................ $13,350,422,020 =============== (a) See Note 6 regarding investments in Underlying Funds. (b) Rounds to less than 0.1% of net assets. (c) The rate shown is the annualized seven-day yield at period end. The accompanying notes are an integral part of these financial statements. Semiannual Report | 37 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS FRANKLIN TEMPLETON PERSPECTIVES ALLOCATION FUND SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, 2008 ---------------------------------------- CLASS A (UNAUDITED) 2007 2006 2005 2004(a) - ------- ----------------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ......................... $ 13.17 $ 12.90 $ 11.79 $ 11.19 $ 10.00 -------- -------- -------- -------- ------- Income from investment operations(b): Net investment income (c, d) ... (0.03) 0.15 0.17 0.16 0.17 Net realized and unrealized gains (losses) .................... (1.66) 0.71 1.55 0.73 1.12 -------- -------- -------- -------- ------- Total from investment operations .. (1.69) 0.86 1.72 0.89 1.29 -------- -------- -------- -------- ------- Less distributions from: Net investment income and short term gains received from Underlying Funds ............. (0.01) (0.16) (0.19) (0.13) (0.07) Net realized gains ............. (0.26) (0.43) (0.42) (0.16) (0.03) -------- -------- -------- -------- ------- Total distributions ............... (0.27) (0.59) (0.61) (0.29) (0.10) -------- -------- -------- -------- ------- Redemption fees(e) ................ -- -- -- -- -- -------- -------- -------- -------- ------- Net asset value, end of period .... $ 11.21 $ 13.17 $ 12.90 $ 11.79 $ 11.19 ======== ======== ======== ======== ======= Total return(f) ................... (12.82)% 6.79% 14.69% 7.93% 12.93% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) ............... 0.63% 0.68% 0.72% 0.90% 2.31% Expenses net of waiver and payments by affiliates(h) ............... 0.48% 0.50% 0.50% 0.46% 0.39% Net investment income (loss)(d) ... (0.48)% 1.09% 1.18% 1.41% 3.78% SUPPLEMENTAL DATA Net assets, end of period (000's).. $200,438 $228,876 $190,189 $103,348 $16,155 Portfolio turnover rate ........... 5.27% 2.53% 0.98% 0.68% 0.51% (a) For the period August 2, 2004 (commencement of operations) to December 31, 2004. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.74% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. 38 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON PERSPECTIVES ALLOCATION FUND SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, 2008 ------------------------------------ CLASS C (UNAUDITED) 2007 2006 2005 2004(a) - ------- ------------- ------- ------- ------- ------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ......................... $ 13.08 $ 12.82 $ 11.74 $ 11.18 $10.00 ------- ------- ------- ------- ------ Income from investment operations(b): Net investment income(c, d)..... (0.07) 0.06 0.08 0.09 0.15 Net realized and unrealized gains (losses) .............. (1.65) 0.71 1.54 0.72 1.12 ------- ------- ------- ------- ------ Total from investment operations .. (1.72) 0.77 1.62 0.81 1.27 ------- ------- ------- ------- ------ Less distributions from: Net investment income and short term gains received from Underlying Funds ............ (0.01) (0.08) (0.12) (0.09) (0.06) Net realized gains ............. (0.26) (0.43) (0.42) (0.16) (0.03) ------- ------- ------- ------- ------ Total distributions ............... (0.27) (0.51) (0.54) (0.25) (0.09) ------- ------- ------- ------- ------ Redemption fees(e)................. -- -- -- -- -- ------- ------- ------- ------- ------ Net asset value, end of period .... $ 11.09 $ 13.08 $ 12.82 $ 11.74 $11.18 ======= ======= ======= ======= ====== Total return(f) ................... (13.14)% 6.11% 13.92% 7.22% 12.66% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) ............... 1.32% 1.34% 1.36% 1.55% 2.96% Expenses net of waiver and payments by affiliates(h) ............... 1.17% 1.16% 1.14% 1.11% 1.04% Net investment income (loss)(c) ... (1.17)% 0.43% 0.54% 0.76% 3.13% SUPPLEMENTAL DATA Net assets, end of period (000's) ........................ $72,534 $84,173 $68,482 $36,558 $4,558 Portfolio turnover rate ........... 5.27% 2.53% 0.98% 0.68% 0.51% (a) For the period August 2, 2004 (commencement of operations) to December 31, 2004. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (d) Based on average daily shares outstanding. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.74% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 39 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON PERSPECTIVES ALLOCATION FUND SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, 2008 ------------------------------------ CLASS R (UNAUDITED) 2007 2006 2005 2004(a) - ------- ------------- ------- ------- ------- ------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ......................... $ 13.17 $12.90 $11.79 $11.18 $10.00 ------- ------ ------ ------ ------ Income from investment operations(b): Net investment income(c, d)..... (0.04) 0.11 0.14 0.11 0.15 Net realized and unrealized gains (losses) .............. (1.66) 0.73 1.55 0.77 1.13 ------- ------ ------ ------ ------ Total from investment operations .. (1.70) 0.84 1.69 0.88 1.28 ------- ------ ------ ------ ------ Less distributions from: Net investment income and short term gains received from Underlying Funds ............ (0.01) (0.14) 0.16 0.11 0.07 Net realized gains ............. (0.26) (0.43) (0.42) (0.16) (0.03) ------- ------ ------ ------ ------ Total distributions ............... (0.27) (0.57) (0.58) (0.27) (0.10) ------- ------ ------ ------ ------ Redemption fees(e) ................ -- -- -- -- -- ------- ------ ------ ------ ------ Net asset value, end of period .... $ 11.20 $13.17 $12.90 $11.79 $11.18 ======= ====== ====== ====== ====== Total return(f) ................... (12.89)% 6.58% 14.49% 7.86% 12.81% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) ............... 0.83% 0.85% 0.87% 1.05% 2.46% Expenses net of waiver and payments by affiliates(h) ............... 0.68% 0.67% 0.65% 0.61% 0.54% Net investment income (loss)(c) ... (0.68)% 0.92% 1.03% 1.26% 3.63% SUPPLEMENTAL DATA Net assets, end of period (000's) ........................ $ 1,328 $1,433 $1,539 $1,287 $ 260 Portfolio turnover rate ........... 5.27% 2.53% 0.98% 0.68% 0.51% (a) For the period August 2, 2004 (commencement of operations) to December 31, 2004. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (d) Based on average daily shares outstanding. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.74% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. 40 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON PERSPECTIVES ALLOCATION FUND SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, 2008 ------------------------------------ ADVISOR CLASS (UNAUDITED) 2007 2006 2005 2004(a) - ------------- ------------- ------- ------- ------- ------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ......................... $ 13.22 $12.93 $11.81 $11.19 $10.00 ------- ------ ------ ------ ------ Income from investment operations(b): Net investment income (loss)(c, d) ................ (0.01) 0.24 0.22 0.11 0.14 Net realized and unrealized gains (losses) .............. (1.67) 0.68 1.54 0.82 1.16 ------- ------ ------ ------ ------ Total from investment operations .. (1.68) 0.92 1.76 0.93 1.30 ------- ------ ------ ------ ------ Less distributions from: Net investment income and short term gains received from Underlying Funds ............ (0.01) (0.20) (0.22) (0.15) (0.08) Net realized gains ............. (0.26) (0.43) (0.42) (0.16) (0.03) ------- ------ ------ ------ ------ Total distributions ............... (0.27) (0.63) (0.64) (0.31) (0.11) ------- ------ ------ ------ ------ Redemption fees(e) ................ -- -- -- -- -- ------- ------ ------ ------ ------ Net asset value, end of period .... $ 11.27 $13.22 $12.93 $11.81 $11.19 ======= ====== ====== ====== ====== Total return(f) ................... (12.69)% 7.26% 15.07% 8.31% 13.01% ======= ====== ====== ====== ====== RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates(h) ............... 0.33% 0.35% 0.37% 0.55% 1.96% Expenses net of waiver and payments by affiliates(h) ............... 0.18% 0.17% 0.15% 0.11% 0.04% Net investment income (loss)(c) ... (0.18)% 1.42% 1.53% 1.76% 4.13% SUPPLEMENTAL DATA Net assets, end of period (000's) ........................ $ 2,400 $2,804 $1,931 $1,104 $ 196 Portfolio turnover rate ........... 5.27% 2.53% 0.98% 0.68% 0.51% (A) For the period August 2, 2004 (commencement of operations) to December 31, 2004. (B) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (C) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (D) Based on average daily shares outstanding. (E) Amount rounds to less than $0.01 per share. (F) Total return is not annualized for periods less than one year. (G) Ratios are annualized for periods less than one year. (H) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.74% for the period ended June 30, 2008. The accompanying notes are an integral part of these financial statements. Semiannual Report | 41 Franklin Templeton Fund Allocator Series STATEMENT OF INVESTMENTS, JUNE 30, 2008 (UNAUDITED) FRANKLIN TEMPLETON PERSPECTIVES ALLOCATION FUND SHARES VALUE ----------------------------------------------- --------- ------------ INVESTMENTS IN UNDERLYING FUNDS(a) DOMESTIC EQUITY 66.4% (b) Franklin Flex Cap Growth Fund, Advisor Class .... 2,045,409 $ 91,450,245 Mutual Shares Fund, Class Z ..................... 4,257,441 92,343,905 ------------ 183,794,150 ------------ FOREIGN EQUITY 33.5 Templeton Growth Fund Inc., Advisor Class ....... 4,536,594 92,682,610 ------------ TOTAL INVESTMENTS IN UNDERLYING FUNDS BEFORE SHORT TERM INVESTMENT (COST $291,614,367) .... 276,476,760 ------------ SHORT TERM INVESTMENT (COST $711,188) 0.3% MONEY MARKET FUND 0.3% (c) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.17% ...................... 711,188 711,188 ------------ TOTAL INVESTMENTS IN UNDERLYING FUNDS (COST $292,325,555) 100.2% ................... 277,187,948 ------------ OTHER ASSETS, LESS LIABILITIES (0.2)% ........... (488,062) ------------ NET ASSETS 100.0% ............................... $276,699,886 ============ (a) See Note 6 regarding investments in Underlying Funds. (b) Non-income producing for the twelve months ended June 30, 2008. (c) The rate shown is the annualized seven-day yield at period end. The accompanying notes are an integral part of these financial statements. 42 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES June 30, 2008 (unaudited) FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON COREFOLIO FOUNDING FUNDS PERSPECTIVES ALLOCATION FUND ALLOCATION FUND ALLOCATION FUND --------------- --------------- --------------- Assets: Investments in Underlying Funds: (Note 6) Cost ........................ $608,305,198 $14,937,253,193 $292,325,555 ============ =============== ============ Value ....................... $634,931,654 $13,384,786,259 $277,187,948 Receivables: Investment securities sold .. -- 15,000,000 -- Capital shares sold ......... 325,868 18,881,448 518,928 Affiliates .................. -- -- 121,912 ------------ --------------- ------------ Total assets ............. 635,257,522 13,418,667,707 277,828,788 ============ =============== ============ Liabilities: Payables: Capital shares redeemed ..... 1,388,377 48,440,918 849,148 Affiliates .................. 623,729 14,465,666 279,754 Funds advanced by custodian ................ -- 4,169,347 -- Accrued expenses and other liabilities ................. 28,491 1,169,756 -- ------------ --------------- ------------ Total liabilities ........ 2,040,597 68,245,687 1,128,902 ------------ --------------- ------------ Net assets, at value .. $633,216,925 $13,350,422,020 $276,699,886 ============ =============== ============ Net assets consist of: Paid-in capital ................ $611,907,432 $14,986,630,832 $294,347,632 Undistributed net investment income (loss) ............... (2,417,969) 99,829,741 (960,451) Net unrealized appreciation (depreciation) .............. 26,626,456 (1,552,466,934) (15,137,607) Accumulated net realized gain (loss) ...................... (2,898,994) (183,571,619) (1,549,688) ------------ --------------- ------------ Net assets, at value .. $633,216,925 $13,350,422,020 $276,699,886 ============ =============== ============ The accompanying notes are an integral part of these financial statements. Semiannual Report | 43 Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) June 30, 2008 (unaudited) FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON COREFOLIO FOUNDING FUNDS PERSPECTIVES ALLOCATION FUND ALLOCATION FUND ALLOCATION FUND --------------- --------------- --------------- CLASS A: Net assets, at value ........... $416,930,639 $8,420,722,884 $200,437,730 ------------ -------------- ------------ Shares outstanding ............. 34,306,668 725,056,206 17,880,441 ------------ -------------- ------------ Net asset value per share(a) ... $ 12.15 $ 11.61 $ 11.21 ------------ -------------- ------------ Maximum offering price per share (net asset value per share / 94.25%) ..................... $ 12.89 $ 12.32 $ 11.89 ------------ -------------- ------------ CLASS B: Net assets, at value ........... $ 57,936,945 $ 577,156,759 ------------ -------------- Shares outstanding ............. 4,819,497 50,025,657 ------------ -------------- Net asset value and maximum offering price per share(a) .................... $ 12.02 $ 11.54 ------------ -------------- CLASS C: Net assets, at value ........... $153,955,839 $4,290,010,847 $ 72,534,210 ------------ -------------- ------------ Shares outstanding ............. 12,844,424 376,597,179 6,540,210 ------------ -------------- ------------ Net asset value and maximum offering price per share(a) .................... $ 11.99 $ 11.39 $ 11.09 ------------ -------------- ------------ CLASS R: Net assets, at value ........... $ 2,003,369 $ 22,448,814 $ 1,328,147 ------------ -------------- ------------ Shares outstanding ............. 165,274 1,934,731 118,590 ------------ -------------- ------------ Net asset value and maximum offering price per share(a) .................... $ 12.12 $ 11.60 $ 11.20 ------------ -------------- ------------ ADVISOR CLASS: Net assets, at value ........... $ 2,390,133 $ 40,082,716 $ 2,399,799 ------------ -------------- ------------ Shares outstanding ............. 195,960 3,424,562 212,889 ------------ -------------- ------------ Net asset value and maximum offering price per share(a) .................... $ 12.20 $ 11.70 $ 11.27 ------------ -------------- ------------ (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable, and redemption fees retained by the Fund. The accompanying notes are an integral part of these financial statements. 44 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the six months ended June 30, 2008 (unaudited) FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON COREFOLIO FOUNDING FUNDS PERSPECTIVES ALLOCATION FUND ALLOCATION FUND ALLOCATION FUND --------------- --------------- --------------- Investment income: Dividends from Underlying Funds (Note 6) .................... $ 11,969 $ 153,236,949 $ 13,466 ------------ --------------- ------------ Expenses: Administrative fees (Note 3a) .. 340,365 7,293,950 145,146 Distribution fees: (Note 3b) Class A ..................... 671,202 13,724,133 314,576 Class B ..................... 316,686 3,185,046 -- Class C ..................... 817,171 23,026,731 384,387 Class R ..................... 5,596 64,021 3,372 Transfer agent fees (Note 3d) .. 549,581 7,487,050 281,964 Reports to shareholders ........ 43,985 553,186 14,215 Registration and filing fees ... 48,168 460,907 30,653 Professional fees .............. 14,580 77,648 11,907 Trustees' fees and expenses .... 2,065 39,760 579 Other .......................... 7,010 137,698 2,901 ------------ --------------- ------------ Total expenses ........... 2,816,409 56,050,130 1,189,700 Expenses waived/paid by affiliates (Note 3e) .. (390,635) (2,630,049) (218,144) ------------ --------------- ------------ Net expenses .......... 2,425,774 53,420,081 971,556 ------------ --------------- ------------ Net investment income (loss) ... (2,413,805) 99,816,868 (958,090) ------------ --------------- ------------ Realized and unrealized gains (losses): Net realized gain (loss) from sale of investments in Underlying Funds ............ (2,187,832) (168,200,448) (1,399,971) Net change in unrealized appreciation (depreciation) on investments in Underlying Funds ....................... (88,404,920) (1,813,130,725) (38,828,617) ------------ --------------- ------------ Net realized and unrealized gain (loss) ......................... (90,592,752) (1,981,331,173) (40,228,588) ------------ --------------- ------------ Net increase (decrease) in net assets resulting from operations ..................... $(93,006,557) $(1,881,514,305) $(41,186,678) ============ =============== ============ The accompanying notes are an integral part of these financial statements. Semiannual Report | 45 Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS FRANKLIN TEMPLETON FRANKLIN TEMPLETON COREFOLIO ALLOCATION FUND FOUNDING FUNDS ALLOCATION FUND ---------------------------- --------------------------------- SIX MONTHS SIX MONTHS ENDED YEAR ENDED ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, JUNE 30, 2008 DECEMBER 31, (UNAUDITED) 2007 (UNAUDITED) 2007 ------------- ------------ --------------- --------------- Increase (decrease) in net assets: Operations: Net investment income (loss) ................... $ (2,413,805) $ 5,827,534 $ 99,816,868 $ 411,806,734 Net realized gain (loss) from Underlying Funds ......... (2,187,832) 26,678,658 (168,200,448) 664,574,182 Net change in unrealized appreciation (depreciation) on investments in Underlying Funds .................... (88,404,920) 2,933,990 (1,813,130,725) (789,793,282) ------------- ------------ --------------- --------------- Net increase (decrease) in net assets resulting from operations ....... (93,006,557) 35,440,182 (1,881,514,305) 286,587,634 ------------- ------------ --------------- --------------- Distributions to shareholders from: Net investment income and short term gains received from Underlying Funds: Class A .................. (530,913) (5,840,602) (6,059,252) (317,349,633) Class B .................. (76,033) (347,605) (425,355) (17,434,411) Class C .................. (197,837) (976,333) (3,186,094) (136,416,205) Class R .................. (2,761) (25,991) (17,031) (850,119) Advisor Class ............ (3,441) (48,599) (26,944) (1,589,342) Net realized gains: Class A .................. (9,912,713) (14,073,351) (206,963,606) (304,268,073) Class B .................. (1,420,594) (2,191,830) (14,528,675) (24,803,530) Class C .................. (3,696,593) (5,194,889) (108,826,242) (160,810,003) Class R .................. (51,581) (75,541) (581,731) (913,018) Advisor Class ............ (65,494) (92,288) (920,311) (1,390,383) ------------- ------------ --------------- --------------- Total distributions to shareholders (15,957,960) (28,867,029) (341,535,241) (965,824,717) ------------- ------------ --------------- --------------- Capital share transactions: (Note 2) Class A .................. (9,371,520) 34,638,044 (358,344,641) 3,296,660,627 Class B .................. (4,189,612) (4,799,240) (46,645,510) (20,839,227) Class C .................. (1,248,836) 13,884,383 (273,703,772) 1,832,949,853 Class R .................. (231,598) 42,997 (2,671,822) 5,610,819 Advisor Class ............ (417,689) 135,731 (441,657) 23,543,435 ------------- ------------ --------------- --------------- Total capital share transactions .. (15,459,255) 43,901,915 (681,807,402) 5,137,925,507 ------------- ------------ --------------- --------------- Redemption fees ................... 1,220 1,283 38,711 90,601 ------------- ------------ --------------- --------------- Net increase (decrease) in net assets ............... (124,422,552) 50,476,351 (2,904,818,237) 4,458,779,025 Net assets: Beginning of period ............ 757,639,477 707,163,126 16,255,240,257 11,796,461,232 ------------- ------------ --------------- --------------- End of period .................. $ 633,216,925 $757,639,477 $13,350,422,020 $16,255,240,257 ============= ============ =============== =============== Undistributed net investment income (loss) included in net assets: End of period .................. $ (2,417,969) $ 806,821 $ 99,829,741 $ 9,727,549 ============= ============ =============== =============== The accompanying notes are an integral part of these financial statements. 46 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN TEMPLETON PERSPECTIVES ALLOCATION FUND ---------------------------- SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, (UNAUDITED) 2007 ------------- ------------ Increase (decrease) in net assets: Operations: Net investment income (loss) ................... $ (958,090) $ 2,734,964 Net realized gain (loss) from Underlying Funds ......... (1,399,971) 12,232,463 Net change in unrealized appreciation (depreciation) on investments in Underlying Funds .................... (38,828,617) 2,728,681 ------------ ------------ Net increase (decrease) in net assets resulting from operations ....... (41,186,678) 17,696,108 ------------ ------------ Distributions to shareholders from: Net investment income and short term gains received from Underlying Funds: Class A .................. (95,905) (2,720,323) Class C .................. (35,954) (498,075) Class R .................. (626) (14,529) Advisor Class ............ (1,077) (41,571) Net realized gains: Class A .................. (4,521,662) (6,969,461) Class C .................. (1,693,920) (2,547,116) Class R .................. (29,595) (45,646) Advisor Class ............ (50,944) (76,998) ------------ ------------ Total distributions to shareholders ................ (6,429,683) (12,913,719) ------------ ------------ Capital share transactions: (Note 2) Class A .................. 5,660,395 35,125,183 Class C .................. 1,254,576 14,529,010 Class R .................. 111,761 (143,982) Advisor Class ............ 2,701 852,484 ------------ ------------ Total capital share transactions................. 7,029,433 50,362,695 ------------ ------------ Redemption fees ................ 113 509 ------------ ------------ Net increase (decrease) in net assets ............ (40,586,815) 55,145,593 Net assets: Beginning of period ............ 317,286,701 262,141,108 ------------ ------------ End of period .................. $276,699,886 $317,286,701 ============ ============ Undistributed net investment income (loss) included in net assets: End of period .................. $ (960,451) $ 131,201 ============ ============ The accompanying notes are an integral part of these financial statements. Semiannual Report | 47 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Franklin Templeton Fund Allocator Series (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of ten separate funds. All funds included in this report (Funds) are diversified. The financial statements of the remaining funds in the Trust are presented separately. The Funds invest primarily in Franklin Templeton mutual funds (the Underlying Funds). The classes of shares offered within each of the funds are indicated below. Each class of shares differs by its initial sales load, contingent deferred sales charges, distribution fees, voting rights on matters affecting a single class and its exchange privilege. CLASS A, CLASS B, CLASS C, CLASS R & ADVISOR CLASS CLASS A, CLASS C, CLASS R & ADVISOR CLASS - -------------------------------------------------- ----------------------------------------- Franklin Templeton Corefolio Allocation Fund Franklin Templeton Perspectives Allocation Fund Franklin Templeton Founding Funds Allocation Fund The following summarizes the Funds' significant accounting policies. A. SECURITY VALUATION Net asset value per share is calculated as of the close of trading of the NYSE. Investments in the Underlying Funds are valued at their closing net asset value each trading day. B. INCOME TAXES No provision has been made for U.S. income taxes because it is each fund's policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains. The Funds have reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of June 30, 2008, and have determined that no provision for income tax is required in the Funds' financial statements. C. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Estimated expenses are accrued daily. Dividend income and realized gain distributions by Underlying Funds are recorded on the ex-dividend date. Distributions to shareholders are recorded on the ex-dividend date and are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States of America. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. 48 | Semiannual Report Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) C. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS (CONTINUED) Common expenses incurred by the Trust are allocated among the Funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense. The Funds indirectly bear their proportionate share of expenses from the Underlying Funds. Since the Underlying Funds have varied expense levels and the Funds may own different proportions of the Underlying Funds at different times, the amount of expenses incurred indirectly by the Funds will vary. Realized and unrealized gains and losses and net investment income, other than class specific expenses, are allocated daily to each class of shares based upon the relative proportion of net assets of each class. Differences in per share distributions, by class, are generally due to differences in class specific expenses. D. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates. E. REDEMPTION FEES A short term trading redemption fee will be imposed, with some exceptions, on any fund shares that are redeemed or exchanged within seven calendar days following their purchase date. The redemption fee is 2% of the amount redeemed. Such fees are retained by the Funds and accounted for as an addition to paid-in capital. F. GUARANTEES AND INDEMNIFICATIONS Under the Trust's organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust, on behalf of the Funds, enters into contracts with service providers that contain general indemnification clauses. The Trust's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote. Semiannual Report | 49 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST At June 30, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund's shares were as follows: FRANKLIN TEMPLETON FRANKLIN TEMPLETON COREFOLIO FOUNDING FUNDS ALLOCATION FUND ALLOCATION FUND ------------------------- ------------------------------ SHARES AMOUNT SHARES AMOUNT ---------- ------------ ------------ --------------- CLASS A SHARES: Six months ended June 30, 2008 Shares sold ........ 2,483,381 $ 32,365,466 63,977,786 $ 799,382,044 Shares issued in reinvestment of distributions .... 825,551 9,939,521 17,389,511 202,230,966 Shares redeemed ................................... (3,974,205) (51,676,507) (109,246,861) (1,359,957,651) ---------- ------------ ------------ --------------- Net increase (decrease) ........................... (665,273) $ (9,371,520) (27,879,564) $ (358,344,641) ========== ============ ============ =============== Year ended December 31, 2007 Shares sold .......... 6,378,170 $ 93,084,616 292,721,549 $ 4,204,831,048 Shares issued in reinvestment of distributions .... 1,343,124 18,899,053 43,121,092 585,972,631 Shares redeemed ................................... (5,283,476) (77,345,625) (104,395,290) (1,494,143,052) ---------- ------------ ------------ --------------- Net increase (decrease) ........................... 2,437,818 $ 34,638,044 231,447,351 $ 3,296,660,627 ========== ============ ============ =============== CLASS B SHARES: Six months ended June 30, 2008 Shares sold ........ 49,960 $ 642,425 447,046 $ 5,543,872 Shares issued in reinvestment of distributions .... 118,614 1,416,255 1,203,698 13,926,882 Shares redeemed ................................... (486,435) (6,248,292) (5,339,051) (66,116,264) ---------- ------------ ------------ --------------- Net increase (decrease) ........................... (317,861) $ (4,189,612) (3,688,307) $ (46,645,510) ========== ============ ============ =============== Year ended December 31, 2007 Shares sold .......... 163,283 $ 2,375,521 1,830,543 $ 26,037,839 Shares issued in reinvestment of distributions .... 173,408 2,410,075 2,891,384 39,193,366 Shares redeemed ................................... (661,660) (9,584,836) (6,046,820) (86,070,432) ---------- ------------ ------------ --------------- Net increase (decrease) ........................... (324,969) $ (4,799,240) (1,324,893) $ (20,839,227) ========== ============ ============ =============== CLASS C SHARES: Six months ended June 30, 2008 Shares sold ........ 884,110 $ 11,359,310 27,980,854 $ 343,243,782 Shares issued in reinvestment of distributions .... 304,378 3,622,089 8,578,178 97,962,852 Shares redeemed ................................... (1,268,740) (16,230,235) (58,463,100) (714,910,406) ---------- ------------ ------------ --------------- Net increase (decrease) ........................... (80,252) $ (1,248,836) (21,904,068) $ (273,703,772) ========== ============ ============ =============== Year ended December 31, 2007 Shares sold .......... 2,444,225 $ 35,225,036 157,486,626 $ 2,223,665,616 Shares issued in reinvestment of distributions .... 411,520 5,713,280 19,278,071 257,996,100 Shares redeemed ................................... (1,872,480) (27,053,933) (46,146,097) (648,711,863) ---------- ------------ ------------ --------------- Net increase (decrease) ........................... 983,265 $ 13,884,383 130,618,600 $ 1,832,949,853 ========== ============ ============ =============== 50 | Semiannual Report Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN TEMPLETON FRANKLIN TEMPLETON COREFOLIO FOUNDING FUNDS ALLOCATION FUND ALLOCATION FUND ------------------------- ------------------------------ SHARES AMOUNT SHARES AMOUNT ---------- ------------ ------------ --------------- CLASS R SHARES: Six months ended June 30, 2008 Shares sold ....................................... 12,443 $ 161,915 204,536 $ 2,566,005 Shares issued in reinvestment of distributions ... 4,521 54,341 51,041 592,467 Shares redeemed ................................... (34,935) (447,854) (470,958) (5,830,294) ---------- ------------ ------------ --------------- Net increase (decrease) ........................... (17,971) $ (231,598) (215,381) $ (2,671,822) ========== ============ ============ =============== Year ended December 31, 2007 Shares sold ....................................... 29,749 $ 432,620 685,879 $ 9,833,344 Shares issued in reinvestment of distributions ... 7,237 101,532 129,305 1,757,748 Shares redeemed ................................... (33,870) (491,155) (413,096) (5,980,273) ---------- ------------ ------------ --------------- Net increase (decrease) ........................... 3,116 $ 42,997 402,088 $ 5,610,819 ========== ============ ============ =============== ADVISOR CLASS SHARES: Six months ended June 30, 2008 Shares sold ....................................... 3,730 $ 48,303 598,738 $ 7,537,443 Shares issued in reinvestment of distributions ... 4,660 56,279 71,667 839,210 Shares redeemed ................................... (40,003) (522,271) (696,966) (8,818,310) ---------- ------------ ------------ --------------- Net increase (decrease) ........................... (31,613) $ (417,689) (26,561) $ (441,657) ========== ============ ============ =============== Year ended December 31, 2007 Shares sold ....................................... 25,060 $ 368,676 2,787,785 $ 40,332,750 Shares issued in reinvestment of distributions ... 9,535 134,617 200,669 2,743,050 Shares redeemed ................................... (24,639) (367,562) (1,325,204) (19,532,365) ---------- ------------ ------------ --------------- Net increase (decrease) ........................... 9,956 $ 135,731 1,663,250 $ 23,543,435 ========== ============ ============ =============== FRANKLIN TEMPLETON PERSPECTIVES ALLOCATION FUND ---------------------------- SHARES AMOUNT ----------- -------------- CLASS A SHARES: Six months ended June 30, 2008 Shares sold ...................................... 1,953,434 $ 23,308,536 Shares issued in reinvestment of distributions ... 410,697 4,492,919 Shares redeemed .................................. (1,864,323) (22,141,060) ---------- ----------- Net increase (decrease) .......................... 499,808 $ 5,660,395 ========== ============ Year ended December 31, 2007 Shares sold ...................................... 4,365,614 $ 58,774,977 Shares issued in reinvestment of distributions ... 718,932 9,372,129 Shares redeemed .................................. (2,442,712) (33,021,923) ---------- ----------- Net increase (decrease) .......................... 2,641,834 $ 35,125,183 ========== ============ Semiannual Report | 51 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN TEMPLETON PERSPECTIVES ALLOCATION FUND ---------------------------- SHARES AMOUNT ----------- -------------- CLASS C SHARES: Six months ended June 30, 2008 Shares sold ...................................... 779,925 $ 9,357,968 Shares issued in reinvestment of distributions ... 148,786 1,612,866 Shares redeemed .................................. (825,829) (9,716,258) ---------- ------------ Net increase (decrease) .......................... 102,882 $ 1,254,576 ========== ============ Year ended December 31, 2007 Shares sold ...................................... 1,691,743 $ 22,521,919 Shares issued in reinvestment of distributions ... 218,500 2,821,600 Shares redeemed .................................. (813,348) (10,814,509) ---------- ------------ Net increase (decrease) .......................... 1,096,895 $ 14,529,010 ========== ============ CLASS R SHARES: Six months ended June 30, 2008 Shares sold ...................................... 11,329 $ 134,289 Shares issued in reinvestment of distributions ... 2,765 30,220 Shares redeemed .................................. (4,346) (52,748) ---------- ------------ Net increase (decrease) .......................... 9,748 $ 111,761 ========== ============ Year ended December 31, 2007 Shares sold ...................................... 20,847 $ 278,831 Shares issued in reinvestment of distributions ... 4,625 60,158 Shares redeemed .................................. (35,903) (482,971) ---------- ------------ Net increase (decrease) .......................... (10,431) $ (143,982) ========== ============ ADVISOR CLASS SHARES: Six months ended June 30, 2008 Shares sold ...................................... 17,352 $ 209,393 Shares issued in reinvestment of distributions ... 4,098 45,035 Shares redeemed .................................. (20,654) (251,727) ---------- ------------ Net increase (decrease) .......................... 796 $ 2,701 ========== ============ Year ended December 31, 2007 Shares sold ...................................... 121,870 $ 1,673,964 Shares issued in reinvestment of distributions ... 7,764 101,709 Shares redeemed .................................. (66,889) (923,189) ---------- ------------ Net increase (decrease) .......................... 62,745 $ 852,484 ========== ============ 52 | Semiannual Report Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Trust are also officers and/or directors of certain of the Underlying Funds and of the following subsidiaries: SUBSIDIARY AFFILIATION - ---------- ---------------------- Franklin Templeton Services, LLC (FT Services) Administrative manager Franklin Templeton Distributors, Inc. (Distributors) Principal underwriter Franklin Templeton Investor Services, LLC (Investor Transfer agent Services) A. ADMINISTRATIVE FEES The Funds pay an administrative fee to FT Services of 0.10% per year of the average daily net assets of each of the Funds for administrative services including monitoring and rebalancing the percentage of each Fund's investment in the Underlying Funds. B. DISTRIBUTION FEES The Trust's Board of Trustees has adopted distribution plans for each share class, with the exception of Advisor Class shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Funds' compensation distribution plans, the Funds pay Distributors for costs incurred in connection with the servicing, sale and distribution of each fund's shares up to a certain percentage per year of its average daily net assets of each class as follows: FRANKLIN TEMPLETON FRANKLIN TEMPLETON FRANKLIN TEMPLETON COREFOLIO FOUNDING FUNDS PERSPECTIVES ALLOCATION FUND ALLOCATION FUND ALLOCATION FUND ------------------ ------------------ ------------------ Class A ......................................... 0.35% 0.35% 0.35% Class B ......................................... 1.00% 1.00% -- Class C ......................................... 1.00% 1.00% 1.00% Class R ......................................... 0.50% 0.50% 0.50% The Board of Trustees has agreed to limit the current rate to 0.30% per year for Class A shares for the period of August 1, 2007 through January 31, 2009. C. SALES CHARGES/UNDERWRITING AGREEMENTS Distributors has advised the Funds of the following commission transactions related to the sales and redemptions of the Funds' shares for the period: FRANKLIN TEMPLETON FRANKLIN TEMPLETON FRANKLIN TEMPLETON COREFOLIO FOUNDING FUNDS PERSPECTIVES ALLOCATION FUND ALLOCATION FUND ALLOCATION FUND ------------------ ------------------ ------------------ Sales charges retained net of commissions paid to unaffiliated broker/dealers................... $181,707 $4,241,161 $ 5,727 Contingent deferred sales charges retained....... $ 72,504 $1,299,002 $115,622 Semiannual Report | 53 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) D. TRANSFER AGENT FEES For the period ended June 30, 2008, the Funds paid transfer agent fees as noted in the Statements of Operations of which the following amounts were retained by Investor Services: FRANKLIN TEMPLETON FRANKLIN TEMPLETON FRANKLIN TEMPLETON COREFOLIO FOUNDING FUNDS PERSPECTIVES ALLOCATION FUND ALLOCATION FUND ALLOCATION FUND ------------------ ------------------ ------------------ Transfer agent fees.............................. $409,731 $4,593,957 $213,386 E. WAIVER AND EXPENSE REIMBURSEMENTS FT Services and investor services have agreed in advance to waive all or a portion of their fees and to assume payment of other expenses through April 30, 2009. Total expenses waived/paid are not subject to reimbursement by the Funds subsequent to the Funds' fiscal year end. After April 30, 2009, FT Services and Investor Services may discontinue this waiver at any time upon notice to the Funds' Board of Trustees. 4. INCOME TAXES At June 30, 2008, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows: FRANKLIN TEMPLETON FRANKLIN TEMPLETON FRANKLIN TEMPLETON COREFOLIO FOUNDING FUNDS PERSPECTIVES ALLOCATION FUND ALLOCATION FUND ALLOCATION FUND ------------------ ------------------ ------------------ Cost of investments.............................. $609,773,742 $14,976,148,366 $292,474,299 ============ =============== ============ Unrealized appreciation.......................... $ 44,462,943 $ -- $ 11,493,286 Unrealized depreciation.......................... (19,305,031) (1,591,362,107) (26,779,637) ------------ --------------- ------------ Net unrealized appreciation (depreciation)....... $ 25,157,912 $(1,591,362,107) $(15,286,351) ============ =============== ============ Net investment income differs for financial statement and tax purposes primarily due to differing treatments of short term capital gain distributions from Underlying Funds. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales and short term capital gain distributions from Underlying Funds. 5. INVESTMENT TRANSACTIONS Purchases and sales of Underlying Funds (excluding short term securities) for the period ended June 30, 2008, were as follows: FRANKLIN TEMPLETON FRANKLIN TEMPLETON FRANKLIN TEMPLETON COREFOLIO FOUNDING FUNDS PERSPECTIVES ALLOCATION FUND ALLOCATION FUND ALLOCATION FUND ------------------ ------------------ ------------------ Purchases........................................ $ 6,253,144 $ 170,179,608 $15,797,772 Sales............................................ $38,462,585 $1,050,535,106 $15,479,302 54 | Semiannual Report Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 6. INVESTMENTS IN UNDERLYING FUNDS The Funds invest primarily in the Underlying Funds which are managed by Franklin Advisers, Inc., (Advisers), an affiliate of FT Services, or by an affiliate of Advisers. The Funds do not invest in the Underlying Funds for the purpose of exercising management or control. At June 30, 2008, the Funds held the following positions which exceed 5% of the Underlying Funds' shares outstanding: NAME OF ISSUER % OF SHARES HELD - -------------- ---------------- FRANKLIN TEMPLETON COREFOLIO ALLOCATION FUND Franklin Capital Growth Fund..................... 11.85% Franklin Growth Fund............................. 6.16% FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION FUND Mutual Shares Fund, Class Z...................... 20.97% Templeton Growth Fund Inc........................ 15.41% Franklin Income Fund Inc......................... 7.96% The Funds may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Advisers. Pursuant to a SEC exemptive order specific to the Funds' investment in the Sweep Money Fund, administrative fees are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund. 7. FAIR VALUE MEASUREMENTS The Funds adopted Financial Accounting Standards Board (FASB) issued FASB Statement No. 157, "Fair Value Measurement" (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Funds have determined that the implementation of SFAS 157 did not have a material impact on the Funds' financial statements. SFAS 157 establishes a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Trust's own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds' investments and are summarized in the following fair value hierarchy: - - Level 1 - quoted prices in active markets for identical securities - - Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speed, credit risk, etc.) - - Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments) The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. Semiannual Report | 55 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 7. FAIR VALUE MEASUREMENTS (CONTINUED) As of June 30, 2008, all of the Funds' investments in securities carried at fair value were in Level 1 inputs. 56 | Semiannual Report Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held February 25, 2008, the Board of Trustees (Board), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for each of the separate funds comprising Franklin Templeton Fund Allocator Series (Fund(s)). In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included investment performance reports and related financial information for each Fund, as well as periodic reports on shareholder services, legal, compliance, pricing, brokerage commissions and execution and other services provided by the Investment Manager (Manager) and its affiliates. Information furnished specifically in connection with the renewal process included a report for each Fund prepared by Lipper, Inc. (Lipper), an independent organization, as well as a Fund profitability analysis report prepared by management. The Lipper reports compared each Fund's investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis report discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Included with such profitability analysis report was information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates including management's explanation of differences where relevant and a three-year expense analysis with an explanation for any increase in expense ratios. Additional material accompanying such report was a memorandum prepared by management describing project initiatives and capital investments relating to the services provided to the Funds by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale and a comparative analysis concerning transfer agent fees charged each Fund. In considering such materials, the independent Trustees received assistance and advice from and met separately with independent counsel. While the investment management agreements for all Funds were considered at the same Board meeting, the Board dealt with each Fund separately. In approving continuance of the investment management agreement for each Fund, the Board, including a majority of independent Trustees, determined that the existing management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of each Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board's decision. NATURE, EXTENT AND QUALITY OF SERVICE. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Funds and their shareholders. In addition to investment performance and expenses discussed later, the Board's opinion was based, in part, upon periodic reports furnished them showing that the investment policies and restrictions for each Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics adopted throughout the Franklin Templeton fund complex, the adherence to fair value pricing procedures established by the Board, and the accuracy of Semiannual Report | 57 Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) net asset value calculations. The Board also noted the extent of benefits provided Fund shareholders from being part of the Franklin Templeton family of funds, including the right to exchange investments between the same class of funds without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings in other funds to obtain a reduced sales charge. Favorable consideration was given to management's continuous efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted that such systems and procedures had functioned smoothly during the Florida hurricanes and blackouts experienced in recent years. Among other factors taken into account by the Board were the Manager's best execution trading policies, including a favorable report by an independent portfolio trading analytical firm. Consideration was also given to the experience of each Fund's portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in management's determination of a portfolio manager's bonus compensation was the relative investment performance of the funds he or she managed and that a portion of such bonus was required to be invested in a predesignated list of funds within such person's fund management area so as to be aligned with the interests of Fund shareholders. The Board also took into account the quality of transfer agent and shareholder services provided Fund shareholders by an affiliate of the Manager, noting continuing expenditures by management to increase and improve the scope of such services, periodic favorable reports on such service conducted by third parties, the high industry ranking given to the Franklin Templeton website, and the firsthand experience of individual Board members who deal with the shareholder services department in their capacities as shareholders in one or more of the various Franklin Templeton funds. INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of each Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings throughout the year, particular attention in assessing performance was given to the Lipper reports furnished for the agreement renewals. The Lipper reports prepared for each individual Fund showed the investment performance of Class A shares, in comparison to a performance universe selected by Lipper. Comparative performance for each Fund was shown for the one-year period ended December 31, 2007, and for additional periods ended that date depending on when a particular Fund commenced operations. The following summarizes the performance results for each of the Funds and the Board's view of such performance. FRANKLIN TEMPLETON COREFOLIO ALLOCATION FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional multi-cap core funds as selected by Lipper. The Fund had been in operation for four full years at the date of the Lipper report, which showed its income return for the one-year period as well as for the previous two-, three- and four-year periods on an annualized basis to be in each case in the second-highest quintile of such universe. The Lipper report showed the Fund's total return for the one-year period to be in the second-lowest quintile of such performance universe, and on an annualized basis for the previous two-, three- and four-year periods to be in the middle quintile of such universe. The Board believed such performance to be acceptable. 58 | Semiannual Report Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional multi-cap core funds as selected by Lipper. This Fund had been in operation for four full years at the date of the Lipper report, which showed its income return for the one-year period as well as the previous two-, three- and four-year periods on an annualized basis to be in the highest quintile of such universe. The Lipper report showed the Fund's total return for the one-year period to be in the second-lowest quintile of such performance universe, and on an annualized basis for the previous two-, three- and four-year periods to be in the middle quintile of such universe. The Board believed such performance to be acceptable. FRANKLIN TEMPLETON PERSPECTIVES ALLOCATION FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional multi-cap core funds as selected by Lipper. The Fund had been in operation for only three full years at the date of the Lipper report, which showed its income return to be in the second-highest quintile of such universe for the one-year period as well as the previous two years on an annualized basis. The Lipper report showed its total return to be in the middle quintile for the one-year period and the second-highest quintile of such universe for the previous two- and three-year periods on an annualized basis. The Board was satisfied with such performance. COMPARATIVE EXPENSES. Consideration was given to the management fee and total expense ratios of each Fund compared with those of a group of retail front-end load fund of funds selected by Lipper as its appropriate Lipper expense group. Prior to making such comparisons, the Board relied upon a survey showing that the scope of management services covered under a Fund's investment management agreement was similar to those provided by fund managers to other mutual fund groups. In reviewing comparative costs, emphasis was given to each Fund's contractual investment management fee in comparison with the contractual investment management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund including expenses of the underlying funds they invest in. The Board noted that for Franklin Templeton Corefolio Allocation Fund, Franklin Templeton Founding Funds Allocation Fund, and Franklin Templeton Perspectives Allocation Fund there is no investment advisory contract or investment advisory fee, but only an administration agreement with FT Services, LLC. The Lipper contractual investment management fee analysis includes the advisory and administrative fees directly charged to each Fund as being part of the contractual investment management fee, with the investment management fees charged underlying funds being included within actual total expenses. Contractual investment management fees and total expenses for comparative consistency are shown by Lipper for Fund Class A shares. The Lipper expense reports noted in the case of each Fund that expenses had been subsidized by management fee waivers and reimbursements. In the case of each of Franklin Templeton Corefolio Allocation Fund and Franklin Templeton Perspectives Allocation Fund, the Lipper report showed their respective contractual management fee rate and actual total expense ratios to be below the median of their expense groups. The Lipper report for Franklin Templeton Founding Funds Allocation Fund showed Semiannual Report | 59 Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) its contractual management fee rate to be above the median of its Lipper expense group, but its actual total expense ratio to be below the median of such expense group. The Board believed the expenses of each Fund were acceptable taking into account the fee waivers and expense reimbursements applicable to each of them. MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of each Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templeton's U.S. fund business, as well as its profits in providing management and other services to each Fund. Specific attention was given to the methodology followed in allocating costs to each Fund, it being recognized that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that, while being continuously refined and reflecting changes in the Manager's own cost accounting, the allocation methodology was consistent with that followed in profitability report presentations for the Funds made in prior years and that the Funds' independent registered public accounting firm had been engaged by the Manager to perform certain procedures on a biennial basis, specified and approved by the Manager and the Funds' Board solely for their purposes and use in reference to the profitability analysis. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary for the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to each Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. The Board also took into account management's expenditures in improving shareholder services provided the Funds, as well as the need to meet additional regulatory and compliance requirements resulting from the Sarbanes-Oxley Act and recent SEC and other regulatory requirements. In addition, the Board considered a third-party study comparing the profitability of the Manager's parent on an overall basis as compared to other publicly held managers broken down to show profitability from management operations exclusive of distribution expenses, as well as profitability including distribution expenses. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, including its interest in a joint venture entity that financed up-front commissions paid to brokers/dealers who sold fund Class B shares prior to February 2005 when the offering of such shares was discontinued, as well as potential benefits resulting from allocation of fund brokerage and the use of "soft" commission dollars to pay for research. Based upon its consideration of all these factors, the Board determined that the level of profits realized by the Manager and its affiliates from providing services to each Fund was not excessive in view of the nature, quality and extent of services provided. 60 | Semiannual Report Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) ECONOMIES OF SCALE. The Board also considered whether economies of scale are realized by the Managers as the Funds grow larger and the extent to which this is reflected in the level of management fees charged. While recognizing that any precise determination is inherently subjective, the Board noted that based upon the Fund profitability analysis, it appears that as some funds get larger, at some point economies of scale do result in the Managers realizing a larger profit margin on management services provided such a fund. The Board also noted that economies of scale are shared with a fund and its shareholders through management fee breakpoints so that as a fund grows in size, its effective management fee rate declines. The fees charged all the underlying funds in which the Funds may invest provide for management fee breakpoints. Consequently, to the extent economies of scale may be realized by the investment managers of these funds, the schedule of fees under their investment management agreements provides a sharing of benefits with a Fund and its shareholders. PROXY VOTING POLICIES AND PROCEDURES The Trust's investment manager has established Proxy Voting Policies and Procedures (Policies) that the Trust uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Trust's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at 1-954/527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Trust's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Trust files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's website at sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800/SEC-0330. Semiannual Report | 61 This page intentionally left blank. This page intentionally left blank. This page intentionally left blank. (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) One Franklin Parkway San Mateo, CA 94403-1906 WANT TO RECEIVE THIS DOCUMENT FASTER VIA EMAIL? Eligible shareholders can sign up for eDelivery at franklintempleton.com. See inside for details. SEMIANNUAL REPORT AND SHAREHOLDER LETTER FRANKLIN TEMPLETON FUND ALLOCATOR SERIES INVESTMENT MANAGER Franklin Advisers, Inc. DISTRIBUTOR Franklin Templeton Distributors, Inc. 1-800/DIAL BEN(R) franklintempleton.com SHAREHOLDER SERVICES 1-800/632-2301 Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing. To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. FAS2 S2008 08/08 [PICTURE] JUNE 30, 2008 Franklin Templeton 2015 Retirement Target Fund Franklin Templeton 2025 Retirement Target Fund Franklin Templeton 2035 Retirement Target Fund Franklin Templeton 2045 Retirement Target Fund SEMIANNUAL REPORT AND SHAREHOLDER LETTER ASSET ALLOCATION FRANKLIN TEMPLETON Want to receive FUND ALLOCATOR SERIES this document FASTER via email? Eligible shareholders can sign up for eDelivery at franklintempleton.com. See inside for details. [FRANKLIN TEMPLETON INVESTMENTS LOGO] Franklin - Templeton - Mutual Series Semiannual Report Economic and Market Overview During the first half of 2008, the U.S. economy grew marginally as energy prices rose, housing prices declined, the labor situation and consumer demand softened, and a credit crisis originally related to U.S. subprime loan losses spread globally. A weaker U.S. dollar compared with most foreign currencies contributed to increased export demand, which helped the fragile economy. Also supporting the economy were inventory buildup, expanding government spending and a boost to household finances from a $168 billion government stimulus package. Many economists agreed, however, that the slowing U.S. economy -- which is the world's largest and accounts for roughly 25% of global gross domestic product -- could have a meaningfully negative impact on growth prospects around the world. (1) Nevertheless, growth remained relatively strong in developing economies, particularly in Asia ex-Japan where China-led demand continued to impact commodities' prices and related equities. In the six months under review, prices increased significantly for oil, natural gas, and most agricultural and industrial commodities, as well as precious metals, adding to global inflationary pressures. For the 12 months ended June 30, 2008, the core U.S. Consumer Price Index (CPI), which excludes food and energy costs, rose 2.4%, which was higher than its 10-year average rate. (2) Many of the world's monetary authorities faced the choice between lowering short-term interest rates to stimulate growth and raising them to fight inflation, which Merrill Lynch estimated at 5.5% globally, up from 3.5% at the beginning of 2008. The U.S. focused on reigniting its economy through fiscal and monetary policies, but the eurozone made controlling inflation its main goal. Accordingly, while the U.S. Federal Reserve Board (Fed) eased rates aggressively down to 2.00% from 4.25%, the European Central Bank maintained rates at 4.00%. Interest rate differentials pressured the U.S. dollar, particularly in the first quarter, but the greenback regained ground as the Fed paused and implied that its next move could be a rate hike. Indicators also signaled growth was slowing outside the U.S. For the period, however, the U.S. dollar declined versus many of the world's currencies, and the dollar's weakness contributed to higher commodities' prices, as most of these prices are set in U.S. dollars. 1. Source: Global Insight. 2. Source: Bureau of Labor Statistics. Semiannual Report | 3 Against this challenging economic backdrop, investors remained cautious and continued risk reassessments in the stock, bond and credit markets. Many global and U.S. equity markets were volatile, and a majority of them declined over the reporting period. In this uncertain environment, U.S. Treasury prices fluctuated, and the 10-year Treasury note yield fell from 4.04% at the beginning of the period to 3.99% on June 30, 2008. Despite negative economic data and an outlook for decelerating corporate earnings and profit margins globally, many companies' balance sheets remained relatively strong. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS AND OPINIONS AS OF JUNE 30, 2008. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE. 4 | Semiannual Report Franklin Templeton 2015 Retirement Target Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Templeton 2015 Retirement Target Fund seeks the highest level of long-term total return, which consists of capital appreciation and income, consistent with the Fund's asset allocation. The Fund allocates among the broad asset classes of equity, fixed income and short-term (money market) investments by investing in a distinctly weighted combination of Franklin Templeton mutual funds (underlying funds), within an increasing emphasis on income as the target date of 2015 approaches. ASSET ALLOCATION* Franklin Templeton 2015 Retirement Target Fund Based on Total Net Assets as of 6/30/08 [PIE CHART] Domestic Equity 44.2% Foreign Equity 19.3% Domestic Fixed Income 19.3% Foreign Fixed Income 9.4% Short-Term Investments & Other Net Assets 7.8% * The asset allocation is based on the Statement of Investments (SOI), which classifies each underlying fund into a broad asset class. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This semiannual report for Franklin Templeton 2015 Retirement Target Fund covers the period ended June 30, 2008. PERFORMANCE OVERVIEW Franklin Templeton 2015 Retirement Target Fund - Class A had a -6.62% cumulative total return for the six months ended June 30, 2008. By comparison the Fund's benchmarks, the Standard & Poor's 500 Index (S&P 500) and Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index for equities, the Lehman Brothers (LB) U.S. Aggregate Index for THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S SOI, WHICH BEGINS ON PAGE 41. Semiannual Report | 5 fixed income, and the Payden & Rygel (P&R) 90 Day U.S. Treasury Bill Index for short-term investments and other net assets, had total returns of -11.91%, - -10.58%, +1.13% and +1.23%, respectively, during the same time. (1) You can find other performance data in the Performance Summary beginning on page 8. TOP 10 FUND HOLDINGS Franklin Templeton 2015 Retirement Target Fund 6/30/08 % OF TOTAL NET ASSETS ---------- Mutual Shares Fund - - Class Z 12.7% Franklin Flex Cap Growth Fund - - A dvisor Class 12.2% Franklin U.S. Government Securities Fund - - Advisor Class 10.0% Franklin Small Cap Growth Fund - - Advisor Class 9.8% Templeton Global Bond Fund - - Advisor Class 9.4% Mutual European Fund - - Class Z 6.8% Franklin Total Return Fund - - Advisor Class 6.6% Templeton Foreign Fund - - Advisor Class 4.2% Franklin Natural Resources Fund - - Advisor Class 4.1% Templeton China World Fund - - Advisor Class 3.3% INVESTMENT STRATEGY When selecting equity funds, we consider the underlying funds' foreign and domestic exposure, market capitalization ranges, and investment style (growth vs. value). When selecting fixed income funds, our primary focus is on maximizing income appropriate to the Fund's risk profile. In evaluating the risk level of the underlying funds, we analyze such factors as: (a) relative and absolute performance, including correlations with other underlying funds as well as corresponding benchmarks, and (b) their volatility (the variability of returns from one period to the next). We attempt to invest the assets of each target fund in the same underlying funds and will vary the underlying funds' allocation percentages based upon each fund's risk/return level. We change the Fund's target asset allocation gradually over time, and it becomes increasingly conservative as the stated target date draws near. MANAGER'S DISCUSSION The Fund's performance can be attributed largely to its allocation among equities, fixed income securities, and short-term investments and other net assets, and by the actual performance of the selected underlying funds. This allocation shifts every year, in accordance with the retirement date associated with the portfolio. 1. Source: (C) 2008 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The MSCI EAFE Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed markets excluding the U.S. and Canada. The LB U.S. Aggregate Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have at least one year to final maturity and must be rated investment grade (Baa3 or better) by Moody's Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/depreciation and income as a percentage of the original investment. The index is rebalanced monthly by market capitalization. Source: Payden & Rygel. The P&R 90 Day U.S. Treasury Bill Index is a total return index based on a constant maturity instrument. Payden & Rygel includes both accrued interest and change in market price in its monthly total return calculations. The value of Treasuries, if held to maturity, is fixed; principal is guaranteed and interest is fixed. The indexes are unmanaged and include reinvestment of any income or distributions. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 6 | Semiannual Report At period-end, Franklin Templeton 2015 Retirement Target Fund's domestic equity exposure was 69.6% of its total equity weighting, and foreign equity made up the balance. The portfolio was diversified across capitalization sizes and investment styles, and on June 30, 2008, we held shares in large-, mid- and small-capitalization equity funds, representing both growth and value styles. Mutual Shares Fund - Class Z, at 12.7% of the Fund's total net assets, was our largest equity fund weighting at period-end. On the fixed income side, domestic exposure was 67.1% of the Fund's total fixed income weighting, with the balance in foreign fixed income. Franklin U.S. Government Securities Fund - Advisor Class was our largest fixed income fund weighting at 10.0% of total net assets. Our largest domestic growth fund holding, Franklin Flex Cap Growth Fund - Advisor Class, performed better than the S&P 500. However, our largest domestic value fund holding, Mutual Shares Fund - Class Z, underperformed the S&P 500. Our largest foreign equity holding, Mutual European Fund - Class Z, underperformed the MSCI EAFE Index. On the fixed income side, Franklin U.S. Government Securities Fund - Advisor Class and Templeton Global Bond Fund - Advisor Class outperformed the LB U.S. Aggregate Index. Conversely, Franklin Total Return Fund - Advisor Class trailed the LB U.S. Aggregate Index. Thank you for your continued participation in Franklin Templeton 2015 Retirement Target Fund. We look forward to serving your future investment needs. [PHOTO OF T. ANTHONY COFFEY] /s/ T. Anthony Coffey, CFA T. Anthony Coffey, CFA Portfolio Manager Franklin Templeton 2015 Retirement Target Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Semiannual Report | 7 Performance Summary as of 6/30/08 FRANKLIN TEMPLETON 2015 RETIREMENT TARGET FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - -------------------------------- -------- ---------- ----------- Net Asset Value (NAV) -$ 0.97 $ 10.38 $ 11.35 DISTRIBUTIONS (1/1/08 - 6/30/08) Dividend Income $ 0.0494 Long-Term Capital Gain $ 0.1689 TOTAL $ 0.2183 CLASS C (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - -------------------------------- -------- ---------- ----------- Net Asset Value (NAV) -$ 0.97 $ 10.31 $ 11.28 DISTRIBUTIONS (1/1/08 - 6/30/08) Dividend Income $ 0.0226 Long-Term Capital Gain $ 0.1689 TOTAL $ 0.1915 CLASS R (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - -------------------------------- -------- ---------- ----------- Net Asset Value (NAV) -$ 0.96 $ 10.36 $ 11.32 DISTRIBUTIONS (1/1/08 - 6/30/08) Dividend Income $ 0.0381 Long-Term Capital Gain $ 0.1689 TOTAL $ 0.2070 ADVISOR CLASS (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - -------------------------------- -------- ---------- ----------- Net Asset Value (NAV) -$ 0.97 $ 10.40 $ 11.37 DISTRIBUTIONS (1/1/08 - 6/30/08) Dividend Income $ 0.0634 Long-Term Capital Gain $ 0.1689 TOTAL $ 0.2323 8 | Semiannual Report Performance Summary (CONTINUED) PERFORMANCE (1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURN AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR INCEPTION (8/1/06) - -------------------------------------- ----------- ---------- ------------------ Cumulative Total Return (2) -6.62% -4.74% +11.38% Average Annual Total Return (3) -11.97% -10.20% +2.57% Value of $10,000 Investment (4) $ 8,803 $ 8,980 $ 10,497 Total Annual Operating Expenses (5) Without Waiver 4.39% With Waiver 1.26% CLASS C 6-MONTH 1-YEAR INCEPTION (8/1/06) - -------------------------------------- ----------- ---------- ------------------ Cumulative Total Return (2) -6.90% -5.34% +9.93% Average Annual Total Return (3) -7.81% -6.25% +5.07% Value of $10,000 Investment (4) $ 9,219 $ 9,375 $ 10,993 Total Annual Operating Expenses (5) Without Waiver 5.09% With Waiver 1.96% CLASS R 6-MONTH 1-YEAR INCEPTION (8/1/06) - -------------------------------------- ----------- ---------- ------------------ Cumulative Total Return (2) -6.65% -4.97% +10.98% Average Annual Total Return (3) -6.65% -4.97% +5.60% Value of $10,000 Investment (4) $ 9,335 $ 9,503 $ 11,098 Total Annual Operating Expenses (5) Without Waiver 4.59% With Waiver 1.46% ADVISOR CLASS 6-MONTH 1-YEAR INCEPTION (8/1/06) - -------------------------------------- ----------- ---------- ------------------ Cumulative Total Return (2) -6.48% -4.46% +12.09% Average Annual Total Return (3) -6.48% -4.46% +6.15% Value of $10,000 Investment (4) $ 9,352 $ 9,554 $ 11,209 Total Annual Operating Expenses (5) Without Waiver 4.09% With Waiver 0.96% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. THE INVESTMENT MANAGER HAS CONTRACTUALLY AGREED TO WAIVE OR LIMIT ITS FEES AND TO ASSUME AS ITS OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT THE FUND'S COMMON EXPENSES (I.E., A COMBINATION OF ASSET ALLOCATION FEES AND OTHER EXPENSES, INCLUDING ESTIMATED INDIRECT UNDERLYING FUND EXPENSES, BUT EXCLUDING DISTRIBUTION AND SERVICE (12B-1) FEES) DO NOT EXCEED 0.97% FOR EACH CLASS (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 4/30/09. Semiannual Report | 9 Performance Summary (CONTINUED) ENDNOTES WHILE AN ASSET ALLOCATION PLAN CAN BE A VALUABLE TOOL TO HELP REDUCE OVERALL VOLATILITY, ALL INVESTMENTS INVOLVE SOME DEGREE OF RISK. TYPICALLY, THE MORE AGGRESSIVE THE INVESTMENT, OR THE GREATER THE POTENTIAL RETURN, THE MORE RISK INVOLVED. GENERALLY, INVESTORS SHOULD BE COMFORTABLE WITH SOME FLUCTUATION IN THE VALUE OF THEIR INVESTMENTS, ESPECIALLY OVER THE SHORT TERM. STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, BUT THEY TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORTER TERM. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS THE PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. BECAUSE THE FUND INVESTS IN UNDERLYING FUNDS, WHICH MAY ENGAGE IN A VARIETY OF INVESTMENT STRATEGIES INVOLVING CERTAIN RISKS, THE FUND MAY BE SUBJECT TO THOSE SAME RISKS. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. 1. If the manager had not waived fees, the Fund's total returns would have been lower. 2. Cumulative total return represents the change in value of an investment over the periods indicated. 3. Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. 4. These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. 5. Figures are as stated in the Fund's prospectus current as of the date of this report. 10 | Semiannual Report Your Fund's Expenses FRANKLIN TEMPLETON 2015 RETIREMENT TARGET FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Semiannual Report | 11 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 ----------------- ---------------- -------------------------- CLASS A Actual $ 1,000 $ 933.80 $ 2.45 Hypothetical (5% return before expenses) $ 1,000 $ 1,022.33 $ 2.56 CLASS C Actual $ 1,000 $ 931.00 $ 5.71 Hypothetical (5% return before expenses) $ 1,000 $ 1,018.95 $ 5.97 CLASS R Actual $ 1,000 $ 933.50 $ 3.41 Hypothetical (5% return before expenses) $ 1,000 $ 1,021.33 $ 3.57 ADVISOR CLASS Actual $ 1,000 $ 935.20 $ 1.01 Hypothetical (5% return before expenses) $ 1,000 $ 1,023.82 $ 1.06 * Expenses are calculated using the most recent six-month expense ratio excluding expenses of the underlying funds, net of expense waivers, annualized for each class (A: 0.51%; C: 1.19%; R: 0.71%; and Advisor: 0.21%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. 12 | Semiannual Report Franklin Templeton 2025 Retirement Target Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Templeton 2025 Retirement Target Fund seeks the highest level of long-term total return, which consists of capital appreciation and income, consistent with the Fund's asset allocation. The Fund allocates among the broad asset classes of equity, fixed income and short-term (money market) investments by investing in a distinctly weighted combination of Franklin Templeton mutual funds (underlying funds), within an increasing emphasis on income as the target date of 2025 approaches. ASSET ALLOCATION* Franklin Templeton 2025 Retirement Target Fund Based on Total Net Assets as of 6/30/08 [PIE CHART] Domestic Equity 56.4% Foreign Equity 24.1% Domestic Fixed Income 9.8% Foreign Fixed Income 4.8% Short-Term Investments & Other Net Assets 4.9% * The asset allocation is based on the Statement of Investments (SOI), which classifies each underlying fund into a broad asset class. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This semiannual report for Franklin Templeton 2025 Retirement Target Fund covers the period ended June 30, 2008. PERFORMANCE OVERVIEW Franklin Templeton 2025 Retirement Target Fund - Class A had a -8.46% cumulative total return for the six months ended June 30, 2008. By comparison the Fund's benchmarks, the Standard & Poor's 500 Index (S&P 500) and Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index for equities, the Lehman Brothers (LB) U.S. Aggregate Index for THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S SOI, WHICH BEGINS ON PAGE 46. Semiannual Report | 13 fixed income, and the Payden & Rygel (P&R) 90 Day U.S. Treasury Bill Index for short-term investments and other net assets, had total returns of -11.91%, - -10.58%, +1.13% and +1.23%, respectively, during the same time.1 You can find other performance data in the Performance Summary beginning on page 16. TOP 10 FUND HOLDINGS Franklin Templeton 2025 Retirement Target Fund 6/30/08 % OF TOTAL NET ASSETS ------------ Mutual Shares Fund - - Class Z 16.4% Franklin Flex Cap Growth Fund - - Advisor Class 15.2% Franklin Small Cap Growth Fund - - Advisor Class 12.6% Mutual European Fund - - Class Z 8.7% Franklin Natural Resources Fund - - Advisor Class 5.2% Templeton Foreign Fund - - Advisor Class 5.0% Franklin U.S. Government Securities Fund - - Advisor Class 4.9% Templeton Global Bond Fund - - Advisor Class 4.8% Franklin Growth Opportunities Fund - - Advisor Class 4.2% Templeton China World Fund - - Advisor Class 4.1% INVESTMENT STRATEGY When selecting equity funds, we consider the underlying funds' foreign and domestic exposure, market capitalization ranges, and investment style (growth vs. value). When selecting fixed income funds, our primary focus is on maximizing income appropriate to the Fund's risk profile. In evaluating the risk level of the underlying funds, we analyze such factors as: (a) relative and absolute performance, including correlations with other underlying funds as well as corresponding benchmarks, and (b) their volatility (the variability of returns from one period to the next). We attempt to invest the assets of each target fund in the same underlying funds and will vary the underlying funds' allocation percentages based upon each fund's risk/return level. We change the Fund's target asset allocation gradually over time, and it becomes increasingly conservative as the stated target date draws near. MANAGER'S DISCUSSION The Fund's performance can be attributed largely to its allocation among equities, fixed income securities, and short-term investments and other net assets, and by the actual performance of the selected underlying funds. This allocation shifts every year, in accordance with the retirement date associated with the portfolio. 1. Source: (C) 2008 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The MSCI EAFE Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed markets excluding the U.S. and Canada. The LB U.S. Aggregate Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have at least one year to final maturity and must be rated investment grade (Baa3 or better) by Moody's Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/depreciation and income as a percentage of the original investment. The index is rebalanced monthly by market capitalization. Source: Payden & Rygel. The P&R 90 Day U.S. Treasury Bill Index is a total return index based on a constant maturity instrument. Payden & Rygel includes both accrued interest and change in market price in its monthly total return calculations. The value of Treasuries, if held to maturity, is fixed; principal is guaranteed and interest is fixed. The indexes are unmanaged and include reinvestment of any income or distributions. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 14 | Semiannual Report At period-end, Franklin Templeton 2025 Retirement Target Fund's domestic equity exposure was 70.0% of its total equity weighting, and foreign equity made up the balance. The portfolio was diversified across capitalization sizes and investment styles, and on June 30, 2008, we held shares in large-, mid- and small-capitalization equity funds, representing both growth and value styles. Mutual Shares Fund - Class Z at 16.4% of the Fund's total net assets was our largest equity fund weighting at period-end. On the fixed income side, domestic exposure was 66.8% of the Fund's total fixed income weighting, with the balance in foreign fixed income. Franklin U.S. Government Securities Fund - Advisor Class was our largest fixed income fund weighting at 4.9% of total net assets. Our largest domestic growth fund holding, Franklin Flex Cap Growth Fund - Advisor Class, performed better than the S&P 500. However, our largest domestic value fund holding, Mutual Shares Fund - Class Z, underperformed the S&P 500. Our largest foreign equity holding, Mutual European Fund - Class Z, underperformed the MSCI EAFE Index. On the fixed income side, Franklin U.S. Government Securities Fund - Advisor Class and Templeton Global Bond Fund - Advisor Class outperformed the LB U.S. Aggregate Index. Thank you for your continued participation in Franklin Templeton 2025 Retirement Target Fund. We look forward to serving your future investment needs. [PHOTO OF T. ANTHONY COFFEY] /s/ T. Anthony Coffey T. Anthony Coffey, CFA Portfolio Manager Franklin Templeton 2025 Retirement Target Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Semiannual Report | 15 Performance Summary as of 6/30/08 FRANKLIN TEMPLETON 2025 RETIREMENT TARGET FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------------------- -------- --------- ---------- Net Asset Value (NAV) -$ 1.25 $ 10.20 $ 11.45 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $ 0.0105 Long-Term Capital Gain $ 0.2704 TOTAL $ 0.2809 CLASS C (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------------------- -------- --------- ---------- Net Asset Value (NAV) -$ 1.27 $ 10.13 $ 11.40 DISTRIBUTIONS (1/1/08-6/30/08) Long-Term Capital Gain $ 0.2704 CLASS R (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------------------- -------- --------- ---------- Net Asset Value (NAV) -$ 1.26 $ 10.18 $ 11.44 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $ 0.0074 Long-Term Capital Gain $ 0.2704 TOTAL $ 0.2778 ADVISOR CLASS (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------------------- -------- --------- ---------- Net Asset Value (NAV) -$ 1.24 $ 10.22 $ 11.46 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $ 0.0152 Long-Term Capital Gain $ 0.2704 TOTAL $ 0.2856 16 | Semiannual Report Performance Summary (CONTINUED) PERFORMANCE (1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURN AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR INCEPTION (8/1/06) - --------------------------------------- --------- --------- ----------------- Cumulative Total Return (2) -8.46% -6.88% +10.36% Average Annual Total Return (3) -13.73% -12.23% +2.08% Value of $10,000 Investment (4) $ 8,627 $ 8,777 $ 10,402 Total Annual Operating Expenses (5) Without Waiver 4.14% With Waiver 1.29% CLASS C 6-MONTH 1-YEAR INCEPTION (8/1/06) - --------------------------------------- --------- --------- ----------------- Cumulative Total Return (2) -8.77% -7.53% +9.02% Average Annual Total Return (3) -9.66% -8.42% +4.62% Value of $10,000 Investment (4) $ 9,034 $ 9,158 $ 10,902 Total Annual Operating Expenses (5) Without Waiver 4.84% With Waiver 1.99% CLASS R 6-MONTH 1-YEAR INCEPTION (8/1/06) - --------------------------------------- --------- --------- ----------------- Cumulative Total Return (2) -8.58% -7.05% +10.03% Average Annual Total Return (3) -8.58% -7.05% +5.13% Value of $10,000 Investment (4) $ 9,142 $ 9,295 $ 11,003 Total Annual Operating Expenses (5) Without Waiver 4.34% With Waiver 1.49% ADVISOR CLASS 6-MONTH 1-YEAR INCEPTION (8/1/06) - --------------------------------------- --------- --------- ----------------- Cumulative Total Return (2) -8.32% -6.59% +10.96% Average Annual Total Return (3) -8.32% -6.59% +5.59% Value of $10,000 Investment (4) $ 9,168 $ 9,341 $ 11,096 Total Annual Operating Expenses (5) Without Waiver 3.84% With Waiver 0.99% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. THE INVESTMENT MANAGER HAS CONTRACTUALLY AGREED TO WAIVE OR LIMIT ITS FEES AND TO ASSUME AS ITS OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT THE FUND'S COMMON EXPENSES (I.E., A COMBINATION OF ASSET ALLOCATION FEES AND OTHER EXPENSES, INCLUDING ESTIMATED INDIRECT UNDERLYING FUND EXPENSES, BUT EXCLUDING DISTRIBUTION AND SERVICE (12B-1) FEES) DO NOT EXCEED 1.00% FOR EACH CLASS (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 4/30/09. Semiannual Report | 17 Performance Summary (CONTINUED) ENDNOTES WHILE AN ASSET ALLOCATION PLAN CAN BE A VALUABLE TOOL TO HELP REDUCE OVERALL VOLATILITY, ALL INVESTMENTS INVOLVE SOME DEGREE OF RISK. TYPICALLY, THE MORE AGGRESSIVE THE INVESTMENT, OR THE GREATER THE POTENTIAL RETURN, THE MORE RISK INVOLVED. GENERALLY, INVESTORS SHOULD BE COMFORTABLE WITH SOME FLUCTUATION IN THE VALUE OF THEIR INVESTMENTS, ESPECIALLY OVER THE SHORT TERM. STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, BUT THEY TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORTER TERM. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS THE PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. BECAUSE THE FUND INVESTS IN UNDERLYING FUNDS, WHICH MAY ENGAGE IN A VARIETY OF INVESTMENT STRATEGIES INVOLVING CERTAIN RISKS, THE FUND MAY BE SUBJECT TO THOSE SAME RISKS. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. 1. If the manager had not waived fees, the Fund's total returns would have been lower. 2. Cumulative total return represents the change in value of an investment over the periods indicated. 3. Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. 4. These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. 5. Figures are as stated in the Fund's prospectus current as of the date of this report. 18 | Semiannual Report Your Fund's Expenses FRANKLIN TEMPLETON 2025 RETIREMENT TARGET FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Semiannual Report | 19 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. Beginning Account Ending Account Expenses Paid During Value 1/1/08 Value 6/30/08 Period* 1/1/08-6/30/08 ----------------- --------------- ------------------------ CLASS A Actual $ 1,000 $ 915.40 $ 2.33 Hypothetical (5% return before expenses) $ 1,000 $ 1,022.43 $ 2.46 CLASS C Actual $ 1,000 $ 912.30 $ 5.66 Hypothetical (5% return before expenses) $ 1,000 $ 1,018.95 $ 5.97 CLASS R Actual $ 1,000 $ 914.20 $ 3.28 Hypothetical (5% return before expenses) $ 1,000 $ 1,021.43 $ 3.47 ADVISOR CLASS Actual $ 1,000 $ 916.80 $ 0.91 Hypothetical (5% return before expenses) $ 1,000 $ 1,023.92 $ 0.96 * Expenses are calculated using the most recent six-month expense ratio excluding expenses of the underlying funds, net of expense waivers, annualized for each class (A: 0.49%; C: 1.19%; R: 0.69%; and Advisor: 0.19%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. 20 | Semiannual Report Franklin Templeton 2035 Retirement Target Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Templeton 2035 Retirement Target Fund seeks the highest level of long-term total return, which consists of capital appreciation and income, consistent with the Fund's asset allocation. The Fund allocates among the broad asset classes of equity, fixed income and short-term (money market) investments by investing in a distinctly weighted combination of Franklin Templeton mutual funds (underlying funds), within an increasing emphasis on income as the target date of 2035 approaches. ASSET ALLOCATION* Franklin Templeton 2035 Retirement Target Fund Based on Total Net Assets as of 6/30/08 [PIE CHART] Domestic Equity 65.3% Foreign Equity 27.5% Domestic Fixed Income 3.7% Foreign Fixed Income 1.8% Short-Term Investments & Other Net Assets 1.7% * The asset allocation is based on the Statement of Investments (SOI), which classifies each underlying fund into a broad asset class. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This semiannual report for Franklin Templeton 2035 Retirement Target Fund covers the period ended June 30, 2008. PERFORMANCE OVERVIEW Franklin Templeton 2035 Retirement Target Fund - Class A had a -9.84% cumulative total return for the six months ended June 30, 2008. By comparison the Fund's benchmarks, the Standard & Poor's 500 Index (S&P 500) and Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S SOI, WHICH BEGINS ON PAGE 51. Semiannual Report | 21 (EAFE) Index for equities, the Lehman Brothers (LB) U.S. Aggregate Index for fixed income, and the Payden & Rygel (P&R) 90 Day U.S. Treasury Bill Index for short-term investments and other net assets, had total returns of -11.91%, - -10.58%, +1.13% and +1.23%, respectively, during the same time. (1) You can find other performance data in the Performance Summary beginning on page 24. TOP 10 FUND HOLDINGS Franklin Templeton 2035 Retirement Target Fund 6/30/08 % OF TOTAL NET ASSETS ---------- Mutual Shares Fund - Class Z 19.4% Franklin Flex Cap Growth Fund - Advisor Class 17.7% Franklin Small Cap Growth Fund - Advisor Class 14.2% Mutual European Fund - Class Z 9.9% Franklin Natural Resources Fund - Advisor Class 5.9% Templeton Foreign Fund - Advisor Class 5.8% Templeton China World Fund - Advisor Class 4.7% Franklin Gold and Precious Metals Fund - Advisor Class 4.7% Franklin Growth Opportunities Fund - Advisor Class 4.6% Franklin MicroCap Value Fund - Advisor Class 3.3% INVESTMENT STRATEGY When selecting equity funds, we consider the underlying funds' foreign and domestic exposure, market capitalization ranges, and investment style (growth vs. value). When selecting fixed income funds, our primary focus is on obtaining a maximum amount of current income. In evaluating the risk level of the underlying funds, we analyze such factors as: (a) relative and absolute performance, including correlations with other underlying funds as well as corresponding benchmarks, and (b) their volatility (the variability of returns from one period to the next). We attempt to invest the assets of each Fund in the same underlying funds and will vary the underlying funds' allocation percentages based upon each Fund's risk/return level. We change the Fund's target asset allocation gradually over time, and it becomes increasingly conservative as the stated target date draws near. MANAGER'S DISCUSSION The Fund's performance can be attributed largely to its allocation among equities, fixed income securities, and short-term investments and other net assets, and by the actual performance of the selected underlying funds. This allocation shifts every year, in accordance with the retirement date associated with the portfolio. 1. Source: (C) 2008 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The MSCI EAFE Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed markets excluding the U.S. and Canada. The LB U.S. Aggregate Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have at least one year to final maturity and must be rated investment grade (Baa3 or better) by Moody's Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/depreciation and income as a percentage of the original investment. The index is rebalanced monthly by market capitalization. Source: Payden & Rygel. The P&R 90 Day U.S. Treasury Bill Index is a total return index based on a constant maturity instrument. Payden & Rygel includes both accrued interest and change in market price in its monthly total return calculations. The value of Treasuries, if held to maturity, is fixed; principal is guaranteed and interest is fixed. The indexes are unmanaged and include reinvestment of any income or distributions. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 22 | Semiannual Report At period-end, Franklin Templeton 2035 Retirement Target Fund's domestic equity exposure was 70.4% of its total equity weighting, and foreign equity made up the balance. The portfolio was diversified across capitalization sizes and investment styles, and on June 30, 2008, we held shares in large-, mid- and small-capitalization equity funds, representing both growth and value styles. Mutual Shares Fund - Class Z at 19.4% of the Fund's total net assets, was our largest equity Fund weighting at period-end. On the fixed income side, domestic exposure was 68.0% of the Fund's total fixed income weighting, with the balance in foreign fixed income. Franklin U.S. Government Securities Fund - Advisor Class was our largest fixed income holding at 1.9% of total net assets. Our largest domestic growth fund holding, Franklin Flex Cap Growth Fund - Advisor Class, performed better than the S&P 500. However, our largest domestic value fund holding, Mutual Shares Fund - Class Z, underperformed the S&P 500. Our largest foreign equity holding, Mutual European Fund - Class Z, underperformed the MSCI EAFE Index; however, Franklin Gold and Precious Metals Fund - Advisor Class outperformed the index. On the fixed income side, Franklin U.S. Government Securities Fund - Advisor Class outperformed the LB U.S. Aggregate Index. Thank you for your continued participation in Franklin Templeton 2035 Retirement Target Fund. We look forward to serving your future investment needs. [PHOTO OF T. ANTHONY COFFEY] /s/ T. Anthony Coffey T. Anthony Coffey, CFA Portfolio Manager Franklin Templeton 2035 Retirement Target Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Semiannual Report | 23 Performance Summary as of 6/30/08 FRANKLIN TEMPLETON 2035 RETIREMENT TARGET FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------------------- -------- --------- ---------- Net Asset Value (NAV) -$ 1.46 $ 10.15 $ 11.61 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $ 0.0023 Long-Term Capital Gain $ 0.3237 TOTAL $ 0.3260 CLASS C (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------------------- -------- --------- ---------- Net Asset Value (NAV) -$ 1.49 $ 10.03 $ 11.52 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $ 0.0023 Long-Term Capital Gain $ 0.3237 TOTAL $ 0.3260 CLASS R (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------------------- -------- --------- ---------- Net Asset Value (NAV) -$ 1.48 $ 10.11 $ 11.59 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $ 0.0023 Long-Term Capital Gain $ 0.3237 TOTAL $ 0.3260 ADVISOR CLASS (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - --------------------------------- -------- --------- ---------- Net Asset Value (NAV) -$ 1.45 $ 10.19 $ 11.64 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $ 0.0023 Long-Term Capital Gain $ 0.3237 TOTAL $ 0.3260 24 | Semiannual Report Performance Summary (CONTINUED) PERFORMANCE (1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURN AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR INCEPTION (8/1/06) - --------------------------------------- --------- --------- ------------------ Cumulative Total Return (2) -9.84% -8.48% +10.57% Average Annual Total Return (3) -15.04% -13.75% +2.18% Value of $10,000 Investment (4) $ 8,496 $ 8,625 $ 10,421 Total Annual Operating Expenses (5) Without Waiver 6.02% With Waiver 1.34% CLASS C 6-MONTH 1-YEAR INCEPTION (8/1/06) - --------------------------------------- --------- --------- ------------------ Cumulative Total Return (2) -10.10% -9.14% +9.03% Average Annual Total Return (3) -10.97% -10.01% +4.63% Value of $10,000 Investment (4) $ 8,903 $ 8,999 $ 10,903 Total Annual Operating Expenses (5) Without Waiver 6.72% With Waiver 2.04% CLASS R 6-MONTH 1-YEAR INCEPTION (8/1/06) - --------------------------------------- --------- --------- ------------------ Cumulative Total Return (2) -9.96% -8.69% +10.10% Average Annual Total Return (3) -9.96% -8.69% +5.16% Value of $10,000 Investment (4) $ 9,004 $ 9,131 $ 11,010 Total Annual Operating Expenses (5) Without Waiver 6.22% With Waiver 1.54% ADVISOR CLASS 6-MONTH 1-YEAR INCEPTION (8/1/06) - --------------------------------------- --------- --------- ------------------ Cumulative Total Return (2) -9.66% -8.21% +11.25% Average Annual Total Return (3) -9.66% -8.21% +5.73% Value of $10,000 Investment (4) $ 9,034 $ 9,179 $ 11,125 Total Annual Operating Expenses (5) Without Waiver 5.72% With Waiver 1.04% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. THE INVESTMENT MANAGER HAS CONTRACTUALLY AGREED TO WAIVE OR LIMIT ITS FEES AND TO ASSUME AS ITS OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT THE FUND'S COMMON EXPENSES (I.E., A COMBINATION OF ASSET ALLOCATION FEES AND OTHER EXPENSES, INCLUDING ESTIMATED INDIRECT UNDERLYING FUND EXPENSES, BUT EXCLUDING DISTRIBUTION AND SERVICE (12B-1) FEES) DO NOT EXCEED 1.04% FOR EACH CLASS (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 4/30/09. Semiannual Report | 25 Performance Summary (CONTINUED) ENDNOTES WHILE AN ASSET ALLOCATION PLAN CAN BE A VALUABLE TOOL TO HELP REDUCE OVERALL VOLATILITY, ALL INVESTMENTS INVOLVE SOME DEGREE OF RISK. TYPICALLY, THE MORE AGGRESSIVE THE INVESTMENT, OR THE GREATER THE POTENTIAL RETURN, THE MORE RISK INVOLVED. GENERALLY, INVESTORS SHOULD BE COMFORTABLE WITH SOME FLUCTUATION IN THE VALUE OF THEIR INVESTMENTS, ESPECIALLY OVER THE SHORT TERM. STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, BUT THEY TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORTER TERM. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS THE PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. BECAUSE THE FUND INVESTS IN UNDERLYING FUNDS, WHICH MAY ENGAGE IN A VARIETY OF INVESTMENT STRATEGIES INVOLVING CERTAIN RISKS, THE FUND MAY BE SUBJECT TO THOSE SAME RISKS. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. 1. If the manager had not waived fees, the Fund's total returns would have been lower. 2. Cumulative total return represents the change in value of an investment over the periods indicated. 3. Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. 4. These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. 5. Figures are as stated in the Fund's prospectus current as of the date of this report. 26 | Semiannual Report Your Fund's Expenses FRANKLIN TEMPLETON 2035 RETIREMENT TARGET FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Semiannual Report | 27 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 ----------------- --------------- ------------------------ CLASS A Actual $ 1,000 $ 901.60 $ 2.32 Hypothetical (5% return before expenses) $ 1,000 $ 1,022.43 $ 2.46 CLASS C Actual $ 1,000 $ 899.00 $ 5.62 Hypothetical (5% return before expenses) $ 1,000 $ 1,018.95 $ 5.97 CLASS R Actual $ 1,000 $ 900.40 $ 3.26 Hypothetical (5% return before expenses) $ 1,000 $ 1,021.43 $ 3.47 ADVISOR CLASS Actual $ 1,000 $ 903.40 $ 0.90 Hypothetical (5% return before expenses) $ 1,000 $ 1,023.92 $ 0.96 * Expenses are calculated using the most recent six-month expense ratio excluding expenses of the underlying funds, net of expense waivers, annualized for each class (A: 0.49%; C: 1.19%; R: 0.69%; and Advisor: 0.19%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. 28 | Semiannual Report Franklin Templeton 2045 Retirement Target Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Templeton 2045 Retirement Target Fund seeks the highest level of long-term total return, which consists of capital appreciation and income, consistent with the Fund's asset allocation. The Fund allocates among the broad asset classes of equity, fixed income and short-term (money market) investments by investing in a distinctly weighted combination of Franklin Templeton mutual funds (underlying funds), within an increasing emphasis on income as the target date of 2045 approaches. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This semiannual report for Franklin Templeton 2045 Retirement Target Fund covers the period ended June 30, 2008. PERFORMANCE OVERVIEW Franklin Templeton 2045 Retirement Target Fund - Class A had a -9.90% cumulative total return for the six months ended June 30, 2008. By comparison the Fund's benchmarks, the Standard & Poor's 500 Index (S&P 500) and Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index for equities, the Lehman Brothers (LB) U.S. Aggregate Index for fixed income, and the Payden & Rygel (P&R) 90 Day U.S. Treasury Bill Index for short-term investments and other net assets, had total returns of -11.91%, -10.58%, +1.13% and +1.23%, respectively, during the same time. (1) You can find other performance data in the Performance Summary beginning on page 32. ASSET ALLOCATION* Franklin Templeton 2045 Retirement Target Fund Based on Total Net Assets as of 6/30/08 [BAR CHART] DOMESTIC EQUITY 69.2% FOREIGN EQUITY 30.0% SHORT-TERM INVESTMENTS & OTHER NET ASSETS 0.8% * The asset allocation is based on the Statement of Investments (SOI), which classifies each underlying fund into a broad asset class. 1. Source: (C) 2008 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The MSCI EAFE Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed markets excluding the U.S. and Canada. The LB U.S. Aggregate Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have at least one year to final maturity and must be rated investment grade (Baa3 or better) by Moody's Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/depreciation and income as a percentage of the original investment. The index is rebalanced monthly by market capitalization. Source: Payden & Rygel. The P&R 90 Day U.S. Treasury Bill Index is a total return index based on a constant maturity instrument. Payden & Rygel includes both accrued interest and change in market price in its monthly total return calculations. The value of Treasuries, if held to maturity, is fixed; principal is guaranteed and interest is fixed. The indexes are unmanaged and include reinvestment of any income or distributions. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S SOI, WHICH BEGINS ON PAGE 56. Semiannual Report | 29 TOP 10 FUND HOLDINGS Franklin Templeton 2045 Retirement Target Fund 6/30/08 % OF TOTAL NET ASSETS ---------- Mutual Shares Fund - - Class Z 20.1% Franklin Flex Cap Growth Fund - - Advisor Class 18.4% Franklin Small Cap Growth Fund - - Advisor Class 15.5% Mutual European Fund - - Class Z 10.8% Franklin Natural Resources Fund - - Advisor Class 6.5% Templeton Foreign Fund - - Advisor Class 6.0% Franklin Growth Opportunities Fund - - Advisor Class 5.2% Templeton China World Fund - - Advisor Class 5.2% Franklin Gold and Precious Metals Fund - - Advisor Class 5.1% Franklin MicroCap Value Fund - - Advisor Class 3.6% INVESTMENT STRATEGY When selecting equity funds, we consider the underlying funds' foreign and domestic exposure, market capitalization ranges, and investment style (growth vs. value). When selecting fixed income funds, our primary focus is on obtaining a maximum amount of current income. In evaluating the risk level of the underlying funds, we analyze such factors as: (a) relative and absolute performance, including correlations with other underlying funds as well as corresponding benchmarks, and (b) their volatility (the variability of returns from one period to the next). We attempt to invest the assets of each Fund in the same underlying funds and will vary the underlying funds' allocation percentages based upon each Fund's risk/return level. We change the Fund's target asset allocation gradually over time, and it becomes increasingly conservative as the stated target date draws near. MANAGER'S DISCUSSION The Fund's performance can be attributed largely to its allocation among equities, and short-term investments and other net assets, and by the actual performance of the selected underlying funds. This allocation shifts every year, in accordance with the retirement date associated with the portfolio. At period-end, Franklin Templeton 2045 Retirement Target Fund's domestic equity exposure was 69.8% of its total equity weighting, and foreign equity made up the balance. The portfolio was diversified across capitalization sizes and investment styles, and on June 30, 2008, we held shares in large-, mid-and small-capitalization equity funds, representing both growth and value styles. Mutual Shares Fund - Class Z at 20.1% of the Fund's total net assets, was our largest equity fund weighting at period-end. Our largest domestic growth fund holding, Franklin Flex Cap Growth Fund - Advisor Class, performed better than the S&P 500. However, our largest domestic value fund holding, Mutual Shares Fund - Class Z underperformed the S&P 500. Our largest foreign equity holding, Mutual European Fund - Class Z, underperformed the MSCI EAFE Index, while Franklin Gold and Precious Metals Fund - Advisor Class outperformed. 30 | Semiannual Report Thank you for your continued participation in Franklin Templeton 2045 Retirement Target Fund. We look forward to serving your future investment needs. [PHOTO OF T. ANTHONY COFFEY] /s/ T. Anthony Coffey T. Anthony Coffey, CFA Portfolio Manager Franklin Templeton 2045 Retirement Target Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Semiannual Report | 31 Performance Summary as of 6/30/08 FRANKLIN TEMPLETON 2045 RETIREMENT TARGET FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - ----------------------------------- -------- ------- -------- Net Asset Value (NAV) -$ 1.51 $ 10.06 $ 11.57 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $ 0.0031 Long-Term Capital Gain $ 0.3612 TOTAL $ 0.3643 CLASS C (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - ----------------------------------- -------- ------- -------- Net Asset Value (NAV) -$ 1.53 $ 9.95 $ 11.48 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $ 0.0031 Long-Term Capital Gain $ 0.3612 TOTAL $ 0.3643 CLASS R (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - ----------------------------------- -------- ------- -------- Net Asset Value (NAV) -$ 1.51 $ 10.03 $ 11.54 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $ 0.0031 Long-Term Capital Gain $ 0.3612 TOTAL $ 0.3643 ADVISOR CLASS (SYMBOL: N/A) CHANGE 6/30/08 12/31/07 - ----------------------------------- -------- ------- -------- Net Asset Value (NAV) -$ 1.49 $ 10.10 $ 11.59 DISTRIBUTIONS (1/1/08-6/30/08) Dividend Income $ 0.0031 Long-Term Capital Gain $ 0.3612 TOTAL $ 0.3643 32 | Semiannual Report Performance Summary (CONTINUED) PERFORMANCE (1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURN AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR INCEPTION (8/1/06) - -------------------------------------- --------- -------- ------------------ Cumulative Total Return (2) -9.90% -8.58% +10.89% Average Annual Total Return (3) -15.11% -13.85% +2.33% Value of $10,000 Investment (4) $ 8,489 $ 8,615 $ 10,451 Total Annual Operating Expenses (5) Without Waiver 7.73% With Waiver 1.34% CLASS C 6-MONTH 1-YEAR INCEPTION (8/1/06) - -------------------------------------- --------- -------- ------------------ Cumulative Total Return (2) -10.15% -9.22% +9.51% Average Annual Total Return (3) -11.02% -10.08% +4.86% Value of $10,000 Investment (4) $ 8,898 $ 8,992 $ 10,951 Total Annual Operating Expenses (5) Without Waiver 8.43% With Waiver 2.04% CLASS R 6-MONTH 1-YEAR INCEPTION (8/1/06) - -------------------------------------- --------- -------- ------------------ Cumulative Total Return (2) -9.93% -8.70% +10.55% Average Annual Total Return (3) -9.93% -8.70% +5.39% Value of $10,000 Investment (4) $ 9,007 $ 9,130 $ 11,055 Total Annual Operating Expenses (5) Without Waiver 7.93% With Waiver 1.54% ADVISOR CLASS 6-MONTH 1-YEAR INCEPTION (8/1/06) - -------------------------------------- --------- -------- ------------------ Cumulative Total Return (2) -9.71% -8.26% +11.62% Average Annual Total Return (3) -9.71% -8.26% +5.92% Value of $10,000 Investment (4) $ 9,029 $ 9,174 $ 11,162 Total Annual Operating Expenses (5) Without Waiver 7.43% With Waiver 1.04% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. THE INVESTMENT MANAGER HAS CONTRACTUALLY AGREED TO WAIVE OR LIMIT ITS FEES AND TO ASSUME AS ITS OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT THE FUND'S COMMON EXPENSES (I.E., A COMBINATION OF ASSET ALLOCATION FEES AND OTHER EXPENSES, INCLUDING ESTIMATED INDIRECT UNDERLYING FUND EXPENSES, BUT EXCLUDING DISTRIBUTION AND SERVICE (12B-1) FEES) DO NOT EXCEED 1.04% FOR EACH CLASS (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 4/30/09. Semiannual Report | 33 Performance Summary (CONTINUED) ENDNOTES WHILE AN ASSET ALLOCATION PLAN CAN BE A VALUABLE TOOL TO HELP REDUCE OVERALL VOLATILITY, ALL INVESTMENTS INVOLVE SOME DEGREE OF RISK. TYPICALLY, THE MORE AGGRESSIVE THE INVESTMENT, OR THE GREATER THE POTENTIAL RETURN, THE MORE RISK INVOLVED. GENERALLY, INVESTORS SHOULD BE COMFORTABLE WITH SOME FLUCTUATION IN THE VALUE OF THEIR INVESTMENTS, ESPECIALLY OVER THE SHORT TERM. STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, BUT THEY TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORTER TERM. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS THE PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. BECAUSE THE FUND INVESTS IN UNDERLYING FUNDS, WHICH MAY ENGAGE IN A VARIETY OF INVESTMENT STRATEGIES INVOLVING CERTAIN RISKS, THE FUND MAY BE SUBJECT TO THOSE SAME RISKS. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. 1. If the manager had not waived fees, the Fund's total returns would have been lower. 2. Cumulative total return represents the change in value of an investment over the periods indicated. 3. Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. 4. These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. 5. Figures are as stated in the Fund's prospectus current as of the date of this report. 34 | Semiannual Report Your Fund's Expenses FRANKLIN TEMPLETON 2045 RETIREMENT TARGET FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Semiannual Report | 35 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 ----------------- -------------- ------------------------ CLASS A Actual $ 1,000 $ 901.00 $ 2.22 Hypothetical (5% return before expenses) $ 1,000 $ 1,022.53 $ 2.36 CLASS C Actual $ 1,000 $ 898.50 $ 5.57 Hypothetical (5% return before expenses) $ 1,000 $ 1,019.00 $ 5.92 CLASS R Actual $ 1,000 $ 900.70 $ 3.17 Hypothetical (5% return before expenses) $ 1,000 $ 1,021.53 $ 3.37 ADVISOR CLASS Actual $ 1,000 $ 902.90 $ 0.80 Hypothetical (5% return before expenses) $ 1,000 $ 1,024.02 $ 0.86 * Expenses are calculated using the most recent six-month expense ratio excluding expenses of the underlying funds, net of expense waivers, annualized for each class (A: 0.47%; C: 1.18%; R: 0.67%; and Advisor: 0.17%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. 36 | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS FRANKLIN TEMPLETON 2015 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, CLASS A (UNAUDITED) 2007 2006 (a) ---------------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ......................................... $ 11.35 $ 10.69 $ 10.00 -------- -------- ------- Income from investment operations (b): Net investment income (c,d) ................................................ 0.06 0.33 0.13 Net realized and unrealized gains (losses) ................................. (0.81) 0.72 0.73 -------- -------- ------- Total from investment operations ............................................. (0.75) 1.05 0.86 -------- -------- ------- Less distributions from: Net investment income and short term gains received from Underlying Funds .. (0.05) (0.23) (0.15) Net realized gains ......................................................... (0.17) (0.16) (0.02) -------- -------- ------- Total distributions .......................................................... (0.22) (0.39) (0.17) -------- -------- ------- Redemption fees .............................................................. -- (e) -- (e) -- -------- -------- ------- Net asset value, end of period ............................................... $ 10.38 $ 11.35 $ 10.69 -------- -------- ------- Total return (f) ............................................................. (6.62)% 9.84% 8.59% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) ........................ 1.46% 3.60% 12.13% Expenses net of waiver and payments by affiliates (h) ........................ 0.51% 0.48% 0.50% Net investment income (d) .................................................... 1.06% 3.11% 2.92% SUPPLEMENTAL DATA Net assets, end of period (000's) ............................................ $ 9,123 $ 5,269 $ 1,364 Portfolio turnover rate ...................................................... 0.52% 8.19% 2.42% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.76% for the period ended June 30, 2008. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 37 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON 2015 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, CLASS C (UNAUDITED) 2007 2006 (a) ---------------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ......................................... $ 11.28 $ 10.67 $ 10.00 -------- -------- ------- Income from investment operations (b): Net investment income (c,d) ................................................ 0.02 0.36 0.14 Net realized and unrealized gains (losses) ................................. (0.80) 0.60 0.69 -------- -------- ------- Total from investment operations ............................................. (0.78) 0.96 0.83 -------- -------- ------- Less distributions from: Net investment income and short term gains received from Underlying Funds .. (0.02) (0.19) (0.14) Net realized gains ......................................................... (0.17) (0.16) (0.02) -------- -------- ------- Total distributions .......................................................... (0.19) (0.35) (0.16) -------- -------- ------- Redemption fees .............................................................. -- (e) -- (e) -- -------- -------- ------- Net asset value, end of period ............................................... $ 10.31 $ 11.28 $ 10.67 -------- -------- ------- Total return (f) ............................................................. (6.90)% 9.02% 8.30% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) ........................ 2.14% 4.28% 12.78% Expenses net of waiver and payments by affiliates (h) ........................ 1.19% 1.16% 1.15% Net investment income (d) .................................................... 0.38% 2.43% 2.27% SUPPLEMENTAL DATA Net assets, end of period (000's) ............................................ $ 6,660 $ 2,213 $ 63 Portfolio turnover rate ...................................................... 0.52% 8.19% 2.42% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.76% for the period ended June 30, 2008. 38 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON 2015 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, CLASS R (UNAUDITED) 2007 2006 (a) ---------------- ------------ --------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ...................... $ 11.32 $ 10.68 $ 10.00 ---------------- ------------ --------- Income from investment operations (b): Net investment income (c,d) ............................ 0.05 0.34 0.11 Net realized and unrealized gains (losses) ............. (0.80) 0.68 0.74 ---------------- ------------ --------- Total from investment operations .......................... (0.75) 1.02 0.85 ---------------- ------------ --------- Less distributions from: Net investment income and short term gains received from Underlying Funds ....................................... (0.04) (0.22) (0.15) Net realized gains ..................................... (0.17) (0.16) (0.02) ---------------- ------------ --------- Total distributions ....................................... (0.21) (0.38) (0.17) ---------------- ------------ --------- Redemption fees ........................................... -- (e) -- (e) -- ---------------- ------------ --------- Net asset value, end of period ............................ $ 10.36 $ 11.32 $ 10.68 ---------------- ------------ --------- Total return (f) .......................................... (6.65)% 9.59% 8.48% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) ..... 1.66% 3.78% 12.28% Expenses net of waiver and payments by affiliates (h) ..... 0.71% 0.66% 0.65% Net investment income (d) ................................. 0.86% 2.93% 2.77% SUPPLEMENTAL DATA Net assets, end of period (000's) ......................... $ 1,171 $ 1,071 $ 11 Portfolio turnover rate ................................... 0.52% 8.19% 2.42% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.76% for the period ended June 30, 2008. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 39 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON 2015 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, ADVISOR CLASS (UNAUDITED) 2007 2006 (A) ---------------- ---------- ----------- Per share operating performance (for a share outstanding throughout the period) Net asset value, beginning of period ...................... $ 11.37 $ 10.70 $ 10.00 ---------------- ---------- ----------- Income from investment operations (b): Net investment income (c,d) ............................ 0.07 0.30 0.17 Net realized and unrealized gains (losses) ............. (0.81) 0.79 0.71 ---------------- ---------- ----------- Total from investment operations .......................... (0.74) 1.09 0.88 ---------------- ---------- ----------- Less distributions from: Net investment income and short term gains received from Underlying Funds ....................................... (0.06) (0.26) (0.16) Net realized gains ..................................... (0.17) (0.16) (0.02) ---------------- ---------- ----------- Total distributions ....................................... (0.23) (0.42) (0.18) ---------------- ---------- ----------- Redemption fees ........................................... -- (e) -- (e) -- ---------------- ---------- ----------- Net asset value, end of period ............................ $ 10.40 $ 11.37 $ 10.70 ---------------- ---------- ----------- Total return (f) .......................................... (6.48)% 10.21% 8.75% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) ..... 1.16% 3.28% 11.78% Expenses net of waiver and payments by affiliates (h) ..... 0.21% 0.16% 0.15% Net investment income (d) ................................. 1.36% 3.43% 3.27% SUPPLEMENTAL DATA Net assets, end of period (000's) ......................... $ 221 $ 32 $ 20 Portfolio turnover rate ................................... 0.52% 8.19% 2.42% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return is not annualized for periods less than one year. gRatios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.76% for the period ended June 30, 2008. 40 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Templeton Fund Allocator Series STATEMENT OF INVESTMENTS, JUNE 30, 2008 (UNAUDITED) FRANKLIN TEMPLETON 2015 RETIREMENT TARGET FUND SHARES VALUE - ------------------------------------------------------------------------------ --------- ----------- INVESTMENTS IN UNDERLYING FUNDS 92.2% (a) DOMESTIC EQUITY 44.2% (b) Franklin Flex Cap Growth Fund, Advisor Class ............................. 46,931 $ 2,098,294 (b) Franklin Growth Opportunities Fund, Advisor Class ........................ 26,288 534,692 Franklin MicroCap Value Fund, Advisor Class .............................. 12,442 386,695 Franklin Natural Resources Fund, Advisor Class ........................... 13,134 707,392 (b) Franklin Small Cap Growth Fund, Advisor Class ............................ 184,035 1,674,720 Mutual Shares Fund, Class Z .............................................. 100,709 2,184,380 ----------- 7,586,173 ----------- DOMESTIC FIXED INCOME 19.3% Franklin Strategic Mortgage Portfolio .................................... 50,760 462,420 Franklin Total Return Fund, Advisor Class ................................ 117,813 1,135,718 Franklin U.S. Government Securities Fund, Advisor Class .................. 265,333 1,714,050 ----------- 3,312,188 ----------- FOREIGN EQUITY 19.3% Franklin Global Real Estate Fund, Advisor Class .......................... 35,270 299,797 Franklin Gold and Precious Metals Fund, Advisor Class .................... 13,426 554,913 Mutual European Fund, Class Z ............................................ 51,284 1,165,183 Templeton China World Fund, Advisor Class ................................ 15,739 571,625 Templeton Foreign Fund, Advisor Class .................................... 68,145 723,017 ----------- 3,314,535 ----------- FOREIGN FIXED INCOME 9.4% Templeton Global Bond Fund, Advisor Class ................................ 143,797 1,623,472 ----------- TOTAL INVESTMENTS IN UNDERLYING FUNDS BEFORE SHORT TERM INVESTMENT (COST $16,690,768) ...................................................... 15,836,368 ----------- SHORT TERM INVESTMENT (COST $1,220,394) 7.1% MONEY MARKET FUND 7.1% (c) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.17% ..... 1,220,394 1,220,394 ----------- TOTAL INVESTMENTS IN UNDERLYING FUNDS (COST $17,911,162) 99.3% ........... 17,056,762 OTHER ASSETS, LESS LIABILITIES 0.7% ...................................... 117,633 ----------- NET ASSETS 100.0% ........................................................ $17,174,395 ----------- (a) See Note 6 regarding investments in Underlying Funds. (b) Non-income producing for the twelve months ended June 30, 2008. (c) The rate shown is the annualized seven-day yield at period end. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 41 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS FRANKLIN TEMPLETON 2025 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, CLASS A (UNAUDITED) 2007 2006 (a) ---------------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ...................... $ 11.45 $ 10.78 $ 10.00 ---------------- ---------- ---------- Income from investment operations (b): Net investment income (c,d) ............................ 0.02 0.28 0.12 Net realized and unrealized gains (losses) ............. (0.99) 0.82 0.82 ---------------- ---------- ---------- Total from investment operations .......................... (0.97) 1.10 0.94 ---------------- ---------- ---------- Less distributions from: Net investment income and short term gains received from Underlying Funds ....................................... (0.01) (0.21) (0.14) Net realized gains ..................................... (0.27) (0.22) (0.02) ---------------- ---------- ---------- Total distributions ....................................... (0.28) (0.43) (0.16) ---------------- ---------- ---------- Redemption fees ........................................... -- (e) -- (e) -- (e) ---------------- ---------- ---------- Net asset value, end of period ............................ $ 10.20 $ 11.45 $ 10.78 ---------------- ---------- ---------- Total return (f) .......................................... (8.46)% 10.19% 9.41% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) ..... 1.60% 3.31% 10.76% Expenses net of waiver and payments by affiliates (h) ..... 0.49% 0.47% 0.50% Net investment income (d) ................................. 0.40% 2.55% 2.78% SUPPLEMENTAL DATA Net assets, end of period (000's) ......................... $ 11,393 $ 6,952 $ 1,699 Portfolio turnover rate ................................... 0.25% 16.28% 5.36% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.81% for the period ended June 30, 2008. 42 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON 2025 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, CLASS C (UNAUDITED) 2007 2006 (a) ---------------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ...................... $ 11.40 $ 10.77 $ 10.00 ---------------- ---------- ---------- Income from investment operations (b): Net investment income (loss) (c, d) .................... (0.02) 0.28 0.10 Net realized and unrealized gains (losses) ............. (0.98) 0.74 0.82 ---------------- ---------- ---------- Total from investment operations .......................... (1.00) 1.02 0.92 ---------------- ---------- ---------- Less distributions from: Net investment income and short term gains received from Underlying Funds ....................................... -- (0.17) (0.13) Net realized gains ..................................... (0.27) (0.22) (0.02) ---------------- ---------- ---------- Total distributions ....................................... (0.27) (0.39) (0.15) ---------------- ---------- ---------- Redemption fees ........................................... -- (e) -- (e) -- (e) ---------------- ---------- ---------- Net asset value, end of period ............................ $ 10.13 $ 11.40 $ 10.77 ---------------- ---------- ---------- Total return (f) .......................................... (8.77)% 9.43% 9.20% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) ..... 2.30% 3.99% 11.41% Expenses net of waiver and payments by affiliates (h) ..... 1.19% 1.15% 1.15% Net investment income (loss) (d) .......................... (0.30)% 1.87% 2.13% SUPPLEMENTAL DATA Net assets, end of period (000's) ......................... $ 1,968 $ 1,104 $ 54 Portfolio turnover rate ................................... 0.25% 16.28% 5.36% - ---------- (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.81% for the period ended June 30, 2008. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 43 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON 2025 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, CLASS R (UNAUDITED) 2007 2006 (a) ---------------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ...................... $ 11.44 $ 10.77 $ 10.00 ---------------- ---------- ---------- Income from investment operations (b): Net investment income (c,d) ............................ 0.01 0.27 0.11 Net realized and unrealized gains (losses) ............. (0.99) 0.82 0.82 ---------------- ---------- ---------- Total from investment operations .......................... (0.98) 1.09 0.93 ---------------- ---------- ---------- Less distributions from: Net investment income and short term gains received from Underlying Funds ....................................... (0.01) (0.20) (0.14) Net realized gains ..................................... (0.27) (0.22) (0.02) ---------------- ---------- ---------- Total distributions ....................................... (0.28) (0.42) (0.16) ---------------- ---------- ---------- Redemption fees ........................................... -- (e) -- (e) -- (e) ---------------- ---------- ---------- Net asset value, end of period ............................ $ 10.18 $ 11.44 $ 10.77 ---------------- ---------- ---------- Total return (f) .......................................... (8.58)% 10.11% 9.31% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) ..... 1.80% 3.49% 10.91% Expenses net of waiver and payments by affiliates (h) ..... 0.69% 0.65% 0.65% Net investment income (d) ................................. 0.20% 2.37% 2.63% SUPPLEMENTAL DATA Net assets, end of period (000's) ......................... $ 240 $ 188 $ 19 Portfolio turnover rate ................................... 0.25% 16.28% 5.36% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.81% for the period ended June 30, 2008. 44| The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON 2025 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, ADVISOR CLASS (UNAUDITED) 2007 2006 (a) ---------------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ...................... $ 11.46 $ 10.79 $ 10.00 ---------------- ---------- ---------- Income from investment operations (b) : Net investment income (c, d) ........................... 0.04 0.46 0.20 Net realized and unrealized gains (losses) ............. (0.99) 0.67 0.76 ---------------- ---------- ---------- Total from investment operations .......................... (0.95) 1.13 0.96 ---------------- ---------- ---------- Less distributions from: Net investment income and short term gains received from Underlying Funds ....................................... (0.02) (0.24) (0.15) Net realized gains ..................................... (0.27) (0.22) (0.02) ---------------- ---------- ---------- Total distributions ....................................... (0.29) (0.46) (0.17) ---------------- ---------- ---------- Redemption fees ........................................... -- (e) -- (e) -- (e) ---------------- ---------- ---------- Net asset value, end of period ............................ $ 10.22 $ 11.46 $ 10.79 ---------------- ---------- ---------- Total return (f) .......................................... (8.32)% 10.46% 9.57% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) ..... 1.30% 2.99% 10.41% Expenses net of waiver and payments by affiliates (h) ..... 0.19% 0.15% 0.15% Net investment income (d) ................................. 0.70% 2.87% 3.13% SUPPLEMENTAL DATA Net assets, end of period (000's) ......................... $ 483 $ 417 $ 51 Portfolio turnover rate ................................... 0.25% 16.28% 5.36% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.81% for the period ended June 30, 2008. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 45 Franklin Templeton Fund Allocator Series STATEMENT OF INVESTMENTS, JUNE 30, 2008 (UNAUDITED) FRANKLIN TEMPLETON 2025 RETIREMENT TARGET FUND SHARES VALUE - ------------------------------------------------------------------------------ ------- ----------- INVESTMENTS IN UNDERLYING FUNDS 95.1% (a) DOMESTIC EQUITY 56.4% (b) Franklin Flex Cap Growth Fund, Advisor Class ............................. 47,951 $ 2,143,872 (b) Franklin Growth Opportunities Fund, Advisor Class ........................ 28,985 589,548 Franklin MicroCap Value Fund, Advisor Class .............................. 12,841 399,090 Franklin Natural Resources Fund, Advisor Class 13,618 733,444 (b) Franklin Small Cap Growth Fund, Advisor Class ............................ 194,795 1,772,634 Mutual Shares Fund, Class Z .............................................. 106,256 2,304,682 ----------- 7,943,270 ----------- DOMESTIC FIXED INCOME 9.8% Franklin Strategic Mortgage Portfolio .................................... 22,756 207,311 Franklin Total Return Fund, Advisor Class ................................ 49,895 480,986 Franklin U.S. Government Securities Fund, Advisor Class .................. 106,681 689,159 ----------- 1,377,456 ----------- FOREIGN EQUITY 24.1% Franklin Global Real Estate Fund, Advisor Class .......................... 36,938 313,970 Franklin Gold and Precious Metals Fund, Advisor Class .................... 13,782 569,629 Mutual European Fund, Class Z ............................................ 54,217 1,231,810 Templeton China World Fund, Advisor Class ................................ 16,070 583,657 Templeton Foreign Fund, Advisor Class .................................... 65,883 699,019 ----------- 3,398,085 ----------- FOREIGN FIXED INCOME 4.8% Templeton Global Bond Fund, Advisor Class ................................ 60,632 684,532 ----------- TOTAL INVESTMENTS IN UNDERLYING FUNDS BEFORE SHORT TERM INVESTMENT (COST $14,526,276) ...................................................... 13,403,343 ----------- SHORT TERM INVESTMENT (COST $641,185) 4.6% MONEY MARKET FUND 4.6% (c) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.17% ..... 641,185 641,185 ----------- TOTAL INVESTMENTS IN UNDERLYING FUNDS (COST $15,167,461) 99.7% ........... 14,044,528 OTHER ASSETS, LESS LIABILITIES 0.3% ...................................... 39,552 ----------- NET ASSETS 100.0% ........................................................ $14,084,080 ----------- (a) See Note 6 regarding investments in Underlying Funds. (b) Non-income producing for the twelve months ended June 30, 2008. (c) The rate shown is the annualized seven-day yield at period end. 46 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS FRANKLIN TEMPLETON 2035 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, CLASS A (UNAUDITED) 2007 2006 (a) ---------------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ...................... $ 11.61 $ 10.88 $ 10.00 ---------------- ---------- ---------- Income from investment operations (b): Net investment income (loss) (c,d) ..................... (0.01) 0.22 0.09 Net realized and unrealized gains (losses) ............. (1.13) 0.97 0.95 ---------------- ---------- ---------- Total from investment operations .......................... (1.14) 1.19 1.04 ---------------- ---------- ---------- Less distributions from: Net investment income and short term gains received from Underlying Funds ....................................... -- (e) (0.16) (0.13) Net realized gains ..................................... (0.32) (0.30) (0.03) ---------------- ---------- ---------- Total distributions ....................................... (0.32) (0.46) (0.16) ---------------- ---------- ---------- Redemption fees ........................................... -- (e) -- (e) -- ---------------- ---------- ---------- Net asset value, end of period ............................ $ 10.15 $ 11.61 $ 10.88 ---------------- ---------- ---------- Total return (f) .......................................... (9.84)% 11.05% 10.44% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) ..... 2.32% 5.16% 13.47% Expenses net of waiver and payments by affiliates (h) ..... 0.49% 0.48% 0.50% Net investment income (loss) (d) .......................... (0.20)% 2.07% 2.04% SUPPLEMENTAL DATA Net assets, end of period (000's) ......................... $ 5,909 $ 3,760 $ 1,171 Portfolio turnover rate ................................... 2.24% 14.95% 8.29% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.85% for the period ended June 30, 2008. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 47 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON 2035 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, CLASS C (UNAUDITED) 2007 2006 (a) ---------------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ...................... $ 11.52 $ 10.86 $ 10.00 ---------------- ---------- ---------- Income from investment operations (b): Net investment income (loss) (c, d) .................... (0.05) 0.26 0.12 Net realized and unrealized gains (losses) ............. (1.12) 0.84 0.89 ---------------- ---------- ---------- Total from investment operations .......................... (1.17) 1.10 1.01 ---------------- ---------- ---------- Less distributions from: Net investment income and short term gains received from Underlying Funds ....................................... -- (e) (0.14) (0.12) Net realized gains ..................................... (0.32) (0.30) (0.03) ---------------- ---------- ---------- Total distributions ....................................... (0.32) (0.44) (0.15) ---------------- ---------- ---------- Redemption fees ........................................... -- (e) -- (e) -- ---------------- ---------- ---------- Net asset value, end of period ............................ $ 10.03 $ 11.52 $ 10.86 ---------------- ---------- ---------- Total return (f) .......................................... (10.10)% 10.12% 10.14% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) ..... 3.02% 5.84% 14.12% Expenses net of waiver and payments by affiliates (h) ..... 1.19% 1.16% 1.15% Net investment income (loss) (d) .......................... (0.90)% 1.39% 1.39% SUPPLEMENTAL DATA Net assets, end of period (000's) ......................... $ 1,452 $ 1,103 $ 57 Portfolio turnover rate ................................... 2.24% 14.95% 8.29% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.85% for the period ended June 30, 2008. 48 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON 2035 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, CLASS R (UNAUDITED) 2007 2006 (a) ---------------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ........................................... $ 11.59 $ 10.88 $ 10.00 ---------------- -------- ---- Income from investment operationsb: Net investment income (loss) (c,d) .......................................... (0.02) 0.28 0.11 Net realized and unrealized gains (losses) ................................. (1.14) 0.89 0.93 ---------------- -------- -------- Total from investment operations ............................................... (1.16) 1.17 1.04 ---------------- -------- -------- Less distributions from: Net investment income and short term gains received from Underlying Funds ... -- (e) (0.16) (0.13) Net realized gains .......................................................... (0.32) (0.30) (0.03) ---------------- -------- -------- Total distributions ............................................................ (0.32) (0.46) (0.16) ---------------- -------- -------- Redemption fees ................................................................ -- (e) -- (e) -- ---------------- -------- -------- Net asset value, end of period ................................................. $ 10.11 $ 11.59 $ 10.88 ---------------- -------- -------- Total return (f) .............................................................. (9.96)% 10.76% 10.40% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) .......................... 2.52% 5.34% 13.62% Expenses net of waiver and payments by affiliates (h) .......................... 0.69% 0.66% 0.65% Net investment income (loss) (d) ............................................... (0.40)% 1.89% 1.89% SUPPLEMENTAL DATA Net assets, end of period (000's) .............................................. $ 355 $ 314 $ 23 Portfolio turnover rate ........................................................ 2.24% 14.95% 8.29% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.85% for the period ended June 30, 2008. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 49 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON 2035 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, ADVISOR CLASS (UNAUDITED) 2007 2006 (a) ---------------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ........................................... $ 11.64 $ 10.89 $ 10.00 ---------------- -------- -------- Income from investment operations (b): Net investment income (c,d) ................................................. 0.01 0.20 0.18 Net realized and unrealized gains (losses) ................................. (1.14) 1.04 0.88 ---------------- -------- -------- Total from investment operations ............................................... (1.13) 1.24 1.06 ---------------- -------- -------- Less distributions from: Net investment income and short term gains received from Underlying Funds ... -- (e) (0.19) (0.14) Net realized gains .......................................................... (0.32) (0.30) (0.03) ---------------- -------- -------- Total distributions ............................................................ (0.32) (0.49) (0.17) ---------------- -------- -------- Redemption fees ................................................................ -- (e) -- (e) -- ---------------- -------- -------- Net asset value, end of period ................................................. $ 10.19 $ 11.64 $ 10.89 ---------------- -------- -------- Total return (f) .............................................................. (9.66)% 11.34% 10.60% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) .......................... 2.02% 4.84% 13.12% Expenses net of waiver and payments by affiliates (h) .......................... 0.19% 0.16% 0.15% Net investment income (d) ...................................................... 0.10% 2.39% 2.39% SUPPLEMENTAL DATA Net assets, end of period (000's) .............................................. $ 274 $ 119 $ 59 Portfolio turnover rate ........................................................ 2.24% 14.95% 8.29% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.85% for the period ended June 30, 2008. 50 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Templeton Fund Allocator Series STATEMENT OF INVESTMENTS, JUNE 30, 2008 (UNAUDITED) FRANKLIN TEMPLETON 2035 RETIREMENT TARGET FUND SHARES VALUE ---------------------------------------------- -------- ----------- INVESTMENTS IN UNDERLYING FUNDS 98.3% (a) DOMESTIC EQUITY 65.3% (b) Franklin Flex Cap Growth Fund, Advisor Class ............................ 31,692 $ 1,416,964 (b) Franklin Growth Opportunities Fund, Advisor Class ....................... 18,203 370,240 Franklin MicroCap Value Fund, Advisor Class ............................. 8,529 265,079 Franklin Natural Resources Fund, Advisor Class .......................... 8,771 472,421 (b) Franklin Small Cap Growth Fund, Advisor Class ........................... 125,120 1,138,593 Mutual Shares Fund, Class Z ............................................. 71,617 1,553,368 ----------- 5,216,665 ----------- DOMESTIC FIXED INCOME 3.7% Franklin Strategic Mortgage Portfolio ................................... 5,107 46,526 Franklin Total Return Fund, Advisor Class ............................... 10,451 100,745 Franklin U.S. Government Securities Fund, Advisor Class ................. 23,166 149,650 ----------- 296,921 ----------- FOREIGN EQUITY 27.5% Franklin Global Real Estate Fund, Advisor Class ......................... 22,726 193,172 Franklin Gold and Precious Metals Fund, Advisor Class ................... 9,101 376,158 Mutual European Fund, Class Z ........................................... 34,801 790,682 Templeton China World Fund, Advisor Class ............................... 10,357 376,167 Templeton Foreign Fund, Advisor Class ................................... 43,572 462,296 ----------- 2,198,475 ----------- FOREIGN FIXED INCOME 1.8% Templeton Global Bond Fund, Advisor Class ............................... 12,367 139,629 ----------- TOTAL INVESTMENTS IN UNDERLYING FUNDS BEFORE SHORT TERM INVESTMENT (COST $8,531,613) .................................................... 7,851,690 ----------- SHORT TERM INVESTMENT (COST $64,068) 0.8% MONEY MARKET FUND 0.8% (c) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.17% .... 64,068 64,068 ----------- TOTAL INVESTMENTS IN UNDERLYING FUNDS (COST $8,595,681) 99.1% ........... 7,915,758 OTHER ASSETS, LESS LIABILITIES 0.9% .................................... 74,386 ----------- NET ASSETS 100.0% ....................................................... $ 7,990,144 ----------- (a) See Note 6 regarding investments in Underlying Funds. (b) Non-income producing for the twelve months ended June 30, 2008. (c) The rate shown is the annualized seven-day yield at period end. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 51 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS FRANKLIN TEMPLETON 2045 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, CLASS A (UNAUDITED) 2007 2006 (a) ---------------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ........................................... $ 11.57 $ 10.89 $ 10.00 ---------------- -------- -------- Income from investment operations (b): Net investment income (loss) (c,d) .......................................... (0.02) 0.17 0.08 Net realized and unrealized gains (losses) ................................. (1.13) 1.06 0.97 ---------------- -------- -------- Total from investment operations ............................................... (1.15) 1.23 1.05 ---------------- -------- -------- Less distributions from: Net investment income and short term gains received from Underlying Funds ... -- (e) (0.16) (0.13) Net realized gains .......................................................... (0.36) (0.39) (0.03) ---------------- -------- -------- Total distributions ............................................................ (0.36) (0.55) (0.16) ---------------- -------- -------- Redemption fees ................................................................ -- (e) -- (e) -- ---------------- -------- -------- Net asset value, end of period ................................................. $ 10.06 $ 11.57 $ 10.89 ---------------- -------- -------- Total return (f) ............................................................... (9.90)% 11.32% 10.55% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) .......................... 3.31% 6.86% 13.15% Expenses net of waiver and payments by affiliates (h) .......................... 0.47% 0.47% 0.50% Net investment income (loss) (d) ............................................... (0.38)% 1.70% 1.97% SUPPLEMENTAL DATA Net assets, end of period (000's) .............................................. $ 3,448 $ 2,439 $ 1,169 Portfolio turnover rate ........................................................ 1.04% 24.40% 8.01% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. gRatios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.87% for the period ended June 30, 2008. 52 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON 2045 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, CLASS C (UNAUDITED) 2007 2006 (a) ---------------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ........................................... $ 11.48 $ 10.87 $ 10.00 ---------------- -------- -------- Income from investment operations (b): Net investment income (loss) (c,d) .......................................... (0.06) 0.23 0.16 Net realized and unrealized gains (losses) ................................. (1.11) 0.91 0.87 ---------------- -------- -------- Total from investment operations ............................................... (1.17) 1.14 1.03 ---------------- -------- -------- Less distributions from: Net investment income and short term gains received from Underlying Funds ... -- (e) (0.14) (0.13) Net realized gains .......................................................... (0.36) (0.39) (0.03) ---------------- -------- -------- Total distributions ............................................................ (0.36) (0.53) (0.16) ---------------- -------- -------- Redemption fees ................................................................ -- (e) -- (e) -- ---------------- -------- -------- Net asset value, end of period ................................................. $ 9.95 $ 11.48 $ 10.87 ---------------- -------- -------- Total return (f)................................................................ (10.15)% 10.50% 10.30% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) .......................... 4.02% 7.55% 13.74% Expenses net of waiver and payments by affiliates (h) .......................... 1.18% 1.16% 1.09% Net investment income (loss) (d) ............................................... (1.09)% 1.01% 1.38% SUPPLEMENTAL DATA Net assets, end of period (000's) .............................................. $ 764 $ 487 $ 67 Portfolio turnover rate ........................................................ 1.04% 24.40% 8.01% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.87% for the period ended June 30, 2008. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 53 Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON 2045 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, CLASS R (UNAUDITED) 2007 2006 (a) ---------------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ........................................... $ 11.54 $ 10.88 $ 10.00 ---------------- -------- -------- Income from investment operations (b): Net investment income (loss) (c,d) .......................................... (0.03) 0.24 0.08 Net realized and unrealized gains (losses) .................................. (1.12) 0.97 0.96 ---------------- -------- -------- Total from investment operations ............................................... (1.15) 1.21 1.04 ---------------- -------- -------- Less distributions from: Net investment income and short term gains received from Underlying Funds ... -- (e) (0.16) (0.13) Net realized gains .......................................................... (0.36) (0.39) (0.03) ---------------- -------- -------- Total distributions ............................................................ (0.36) (0.55) (0.16) ---------------- -------- -------- Redemption fees ................................................................ -- (e) -- (e) ---------------- -------- -------- Net asset value, end of period ................................................. $ 10.03 $ 11.54 $ 10.88 ---------------- -------- -------- Total return (f) ............................................................... (9.93)% 11.13% 10.44% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) .......................... 3.51% 7.04% 13.30% Expenses net of waiver and payments by affiliates (h) .......................... 0.67% 0.65% 0.65% Net investment income (loss) (d) ............................................... (0.58)% 1.52% 1.82% SUPPLEMENTAL DATA Net assets, end of period (000's) .............................................. $ 303 $ 160 $ 12 Portfolio turnover rate ........................................................ 1.04% 24.40% 8.01% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.87% for the period ended June 30, 2008. 54 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TEMPLETON 2045 RETIREMENT TARGET FUND SIX MONTHS ENDED YEAR ENDED JUNE 30, 2008 DECEMBER 31, ADVISOR CLASS (UNAUDITED) 2007 2006 (a) ---------------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ........................................... $ 11.59 $ 10.90 $ 10.00 ---------------- -------- -------- Income from investment operations (b): Net investment income (loss) (c,d) .......................................... -- (e) 0.49 0.12 Net realized and unrealized gains (losses) .................................. (1.13) 0.78 0.95 ---------------- -------- -------- Total from investment operations ............................................... (1.13) 1.27 1.07 ---------------- -------- -------- Less distributions from: Net investment income and short term gains received from Underlying Funds ... -- (e) (0.19) (0.14) Net realized gains .......................................................... (0.36) (0.39) (0.03) ---------------- -------- -------- Total distributions ............................................................ (0.36) (0.58) (0.17) ---------------- -------- -------- Redemption fees ................................................................ -- (e) -- (e) -- ---------------- -------- -------- Net asset value, end of period ................................................. $ 10.10 $ 11.59 $ 10.90 ---------------- -------- -------- Total return (f) ............................................................... (9.71)% 11.65% 10.72% RATIOS TO AVERAGE NET ASSETS (g) Expenses before waiver and payments by affiliates (h) .......................... 3.01% 6.54% 12.80% Expenses net of waiver and payments by affiliates (h) .......................... 0.17% 0.15% 0.15% Net investment income (loss) (d) ............................................... (0.08)% 2.02% 2.32% SUPPLEMENTAL DATA Net assets, end of period (000's) .............................................. $ 189 $ 164 $ 17 Portfolio turnover rate ........................................................ 1.04% 24.40% 8.01% (a) For the period August 1, 2006 (commencement of operations) to December 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests. (e) Amount rounds to less than $0.01 per share. (f) Total return is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Does not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.87% for the period ended June 30, 2008. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 55 Franklin Templeton Fund Allocator Series STATEMENT OF INVESTMENTS, JUNE 30, 2008 (UNAUDITED) FRANKLIN TEMPLETON 2045 RETIREMENT TARGET FUND SHARES VALUE - -------------------------------------------------- -------- ----------- INVESTMENTS IN UNDERLYING FUNDS 99.2% (a) DOMESTIC EQUITY 69.2% (b) Franklin Flex Cap Growth Fund, Advisor Class ............................ 19,329 $ 864,191 (b) Franklin Growth Opportunities Fund, Advisor Class ....................... 12,071 245,520 Franklin MicroCap Value Fund, Advisor Class ............................. 5,453 169,464 Franklin Natural Resources Fund, Advisor Class .......................... 5,676 305,733 (b) Franklin Small Cap Growth Fund, Advisor Class ........................... 80,100 728,909 Mutual Shares Fund, Class Z ............................................. 43,517 943,886 ----------- 3,257,703 ----------- FOREIGN EQUITY 30.0% Franklin Global Real Estate Fund, Advisor Class ......................... 15,917 135,290 Franklin Gold and Precious Metals Fund, Advisor Class ................... 5,853 241,887 Mutual European Fund, Class Z ........................................... 22,332 507,382 Templeton China World Fund, Advisor Class ............................... 6,732 244,523 Templeton Foreign Fund, Advisor Class ................................... 26,453 280,668 ----------- 1,409,750 ----------- TOTAL INVESTMENTS IN UNDERLYING FUNDS BEFORE SHORT TERM INVESTMENT (COST $5,044,311) ..................................................... 4,667,453 ----------- SHORT TERM INVESTMENT (COST $22,697) 0.5% MONEY MARKET FUND 0.5% (c) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.17% .... 22,697 22,697 ----------- TOTAL INVESTMENTS IN UNDERLYING FUNDS (COST $5,067,008) 99.7% .......... 4,690,150 OTHER ASSETS, LESS LIABILITIES 0.3% ..................................... 14,317 ----------- NET ASSETS 100.0% ...................................................... $ 4,704,467 ----------- (a) See Note 6 regarding investments in Underlying Funds. (b) Non-income producing for the twelve months ended June 30, 2008. (c) The rate shown is the annualized seven-day yield at period end. 56 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES June 30, 2008 (unaudited) FRANKLIN TEMPLETON FRANKLIN TEMPLETON FRANKLIN TEMPLETON FRANKLIN TEMPLETON 2015 RETIREMENT 2025 RETIREMENT 2035 RETIREMENT 2045 RETIREMENT TARGET FUND TARGET FUND TARGET FUND TARGET FUND ------------------ ------------------ ------------------ ------------------ Assets: Investments in Underlying Funds (Note 6): Cost ...................................... $ 17,911,162 $ 15,167,461 $ 8,595,681 $ 5,067,008 ------------------ ------------------ ------------------ ------------------ Value ..................................... $ 17,056,762 $ 14,044,528 $ 7,915,758 $ 4,690,150 Receivables: Capital shares sold ....................... 152,198 55,963 91,185 32,323 Affiliates ................................ 32,639 41,799 47,488 47,249 ------------------ ------------------ ------------------ ------------------ Total assets ........................... 17,241,599 14,142,290 8,054,431 4,769,722 ------------------ ------------------ ------------------ ------------------ Liabilities: Payables: Capital shares redeemed ................... 6,191 3,532 3,471 3,501 Distributions to shareholders ............. 38,630 29,365 37,061 41,592 Reports to shareholders ................... 4,230 4,849 4,119 4,094 Professional fees ......................... 15,823 15,291 15,425 15,489 Accrued expenses and other liabilities ...... 2,330 5,173 4,211 579 ------------------ ------------------ ------------------ ------------------ Total liabilities ...................... 67,204 58,210 64,287 65,225 ------------------ ------------------ ------------------ ------------------ Net assets, at value ................. $ 17,174,395 $ 14,084,080 $ 7,990,144 $ 4,704,467 ------------------ ------------------ ------------------ ------------------ Net assets consist of: Paid-in capital ............................. $ 18,031,987 $ 15,219,972 $ 8,718,714 $ 5,109,149 Undistributed net investment income (loss)... 722 11,678 (11,395) (9,722) Net unrealized appreciation (depreciation)... (854,400) (1,122,933) (679,923) (376,858) Accumulated net realized gain (loss) ........ (3,914) (24,637) (37,252) (18,102) ------------------ ------------------ ------------------ ------------------ Net assets, at value ................. $ 17,174,395 $ 14,084,080 $ 7,990,144 $ 4,704,467 ------------------ ------------------ ------------------ ------------------ Semiannual Report | The accompanying notes are an integral part of these financial statements. | 57 Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) June 30, 2008 (unaudited) FRANKLIN TEMPLETON FRANKLIN TEMPLETON FRANKLIN TEMPLETON FRANKLIN TEMPLETON 2015 RETIREMENT 2025 RETIREMENT 2035 RETIREMENT 2045 RETIREMENT TARGET FUND TARGET FUND TARGET FUND TARGET FUND ------------------ ------------------ ------------------ ------------------ CLASS A: Net assets, at value ........................ $ 9,122,783 $ 11,393,410 $ 5,909,068 $ 3,448,020 ------------------ ------------------ ------------------ ------------------ Shares outstanding .......................... 878,681 1,116,729 582,015 342,592 ------------------ ------------------ ------------------ ------------------ Net asset value per share (a) ............... $ 10.38 $ 10.20 $ 10.15 $ 10.06 ------------------ ------------------ ------------------ ------------------ Maximum offering price per share (net asset value per share / 94.25%) ...... $ 11.01 $ 10.82 $ 10.77 $ 10.67 ------------------ ------------------ ------------------ ------------------ CLASS C: Net assets, at value ........................ $ 6,660,241 $ 1,967,619 $ 1,452,059 $ 763,841 ------------------ ------------------ ------------------ ------------------ Shares outstanding .......................... 645,961 194,172 144,800 76,768 ------------------ ------------------ ------------------ ------------------ Net asset value and maximum offering price per share (a) ............................. $ 10.31 $ 10.13 $ 10.03 $ 9.95 ------------------ ------------------ ------------------ ------------------ CLASS R: Net assets, at value ........................ $ 1,170,836 $ 239,981 $ 355,332 $ 303,383 ------------------ ------------------ ------------------ ------------------ Shares outstanding .......................... 113,020 23,581 35,131 30,247 ------------------ ------------------ ------------------ ------------------ Net asset value and maximum offering price per share (a) ............................. $ 10.36 $ 10.18 $ 10.11 $ 10.03 ------------------ ------------------ ------------------ ------------------ ADVISOR CLASS: Net assets, at value ........................ $ 220,535 $ 483,070 $ 273,685 $ 189,223 ------------------ ------------------ ------------------ ------------------ Shares outstanding .......................... 21,199 47,262 26,863 18,741 ------------------ ------------------ ------------------ ------------------ Net asset value and maximum offering price per share (a) ............................. $ 10.40 $ 10.22 $ 10.19 $ 10.10 ------------------ ------------------ ------------------ ------------------ (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable, and redemption fees retained by the Fund. 58 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the six months ended June 30, 2008 (unaudited) FRANKLIN TEMPLETON FRANKLIN TEMPLETON FRANKLIN TEMPLETON FRANKLIN TEMPLETON 2015 RETIREMENT 2025 RETIREMENT 2035 RETIREMENT 2045 RETIREMENT TARGET FUND TARGET FUND TARGET FUND TARGET FUND ------------------ ------------------ ------------------ ------------------ Investment income: Dividends from Underlying Funds (Note 6) ......................... $ 107,387 $ 53,051 $ 9,741 $ 1,821 Interest .............................. 924 190 156 -- ---------------- ------------------ ------------------ ------------------ Total investment income ..... 108,311 53,241 9,897 1,821 ---------------- ------------------ ------------------ ------------------ Expenses: Asset allocation fees (Note 3a) ....... 15,850 14,374 8,486 4,927 Distribution fees: (Note 3c) .......... Class A .......................... 11,231 14,947 7,670 4,546 Class C .......................... 24,966 7,209 6,417 3,024 Class R .......................... 2,875 562 768 562 Transfer agent fees (Note 3e) ......... 7,624 10,469 10,471 10,746 Reports to shareholders ............... 7,336 8,282 7,021 5,610 Registration and filing fees .......... 34,657 31,328 30,388 26,159 Professional fees ..................... 13,882 12,836 12,664 12,519 Trustees' fees and expenses ........... 235 120 78 17 Other ................................. 648 635 583 401 ---------------- ------------------ ------------------ ------------------ Total expenses .............. 119,304 100,762 84,546 68,511 Expenses waived/paid by affiliates (Note 3f) ....... (65,814) (66,680) (63,166) (56,984) ---------------- ------------------ ------------------ ------------------ Net expenses ....... 53,490 34,082 21,380 11,527 ---------------- ------------------ ------------------ ------------------ Net investment income (loss) .. 54,821 19,159 (11,483) (9,706) ---------------- ------------------ ------------------ ------------------ Realized and unrealized gains (losses): Net realized gain (loss) from sale of investments in Underlying Funds .. (1,004) (263) (27,834) (5,554) Net change in unrealized appreciation (depreciation) on investments in Underlying Funds ................. (755,023) (961,007) (604,404) (376,160) ---------------- ------------------ ------------------ ------------------ Net realized and unrealized gain (loss) ..... (756,027) (961,270) (632,238) (381,714) ---------------- ------------------ ------------------ ------------------ Net increase (decrease) in net assets resulting from operations ............. $ (701,206) $ (942,111) $ (643,721) $ (391,420) ---------------- ------------------ ------------------ ------------------ Semiannual Report | The accompanying notes are an integral part of these financial statements | 59 Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS FRANKLIN TEMPLETON 2015 FRANKLIN TEMPLETON 2025 RETIREMENT TARGET FUND RETIREMENT TARGET FUND SIX MONTHS ENDED SIX MONTHS ENDED JUNE 30, 2008 YEAR ENDED JUNE 30, 2008 YEAR ENDED (UNAUDITED) DECEMBER 31, 2007 (UNAUDITED) DECEMBER 31, 2007 ---------------- ----------------- ---------------- ----------------- Increase (decrease) in net assets: Operations: Net investment income .................. $ 54,821 $ 122,203 $ 19,159 $ 118,086 Net realized gain (loss) from Underlying Funds .................. (1,004) 303,497 (263) 391,470 Net change in unrealized appreciation (depreciation) on investments in Underlying Funds .................. (755,023) (132,654) (961,007) (195,462) ---------------- ----------------- ---------------- ----------------- Net increase (decrease) in net assets resulting from operations ......... (701,206) 293,046 (942,111) 314,094 ---------------- ----------------- ---------------- ----------------- Distributions to shareholders from: Net investment income and short term gains received from Underlying Funds: Class A ...................... (38,279) (89,066) (9,290) (116,293) Class C ...................... (13,005) (31,491) -- (15,006) Class R ...................... (4,251) (17,779) (159) (2,899) Advisor Class ................ (978) (736) (556) (7,148) Net realized gains: Class A ...................... (143,914) (42,032) (294,602) (81,106) Class C ...................... (107,235) (12,628) (51,039) (9,526) Class R ...................... (18,739) (7,035) (6,089) (1,831) Advisor Class ................ (3,513) (438) (12,457) (3,157) ---------------- ----------------- ---------------- ----------------- Total distributions to shareholders ......... (329,914) (201,205) (374,192) (236,966) ---------------- ----------------- ---------------- ----------------- Capital share transactions: (Note 2) Class A ...................... 4,478,194 3,834,014 5,501,500 5,156,687 Class C ...................... 4,751,475 2,150,974 1,041,626 1,061,155 Class R ...................... 194,542 1,040,251 75,655 166,698 Advisor Class ................ 195,200 10,740 119,348 377,760 ---------------- ----------------- ---------------- ----------------- Total capital share transactions ............ 9,619,411 7,035,979 6,738,129 6,762,300 ---------------- ----------------- ---------------- ----------------- Redemption fees ............................. 112 41 219 157 ---------------- ----------------- ---------------- ----------------- Net increase (decrease) in net assets .............. 8,588,403 7,127,861 5,422,045 6,839,585 Net assets: Beginning of period ......................... 8,585,992 1,458,131 8,662,035 1,822,450 ---------------- ----------------- ---------------- ----------------- End of period ............................... $ 17,174,395 $ 8,585,992 $ 14,084,080 $ 8,662,035 ---------------- ----------------- ---------------- ----------------- Undistributed net investment income included in net assets: End of period .......................... $ 722 $ 2,414 $ 11,678 $ 2,524 ---------------- ----------------- ---------------- ----------------- 60 | The accompanying notes are an integral part of these financial statements | Semiannual Report Franklin Templeton Fund Allocator Series FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN TEMPLETON 2035 FRANKLIN TEMPLETON 2045 RETIREMENT TARGET FUND RETIREMENT TARGET FUND SIX MONTHS ENDED SIX MONTHS ENDED JUNE 30, 2008 YEAR ENDED JUNE 30, 2008 YEAR ENDED (UNAUDITED) DECEMBER 31, 2007 (UNAUDITED) DECEMBER 31, 2007 ---------------- ----------------- ---------------- ----------------- Increase (decrease) in net assets: Operations: Net investment income (loss) .......... $ (11,483) $ 54,544 $ (9,706) $ 33,275 Net realized gain (loss) from Underlying Funds ................. (27,834) 269,980 (5,554) 177,675 Net change in unrealized appreciation (depreciation) on investments in Underlying Funds ................. (604,404) (116,810) (376,160) (42,627) ---------------- ----------------- ---------------- ---------------- Net increase (decrease) in net assets resulting from operations ................ (643,721) 207,714 (391,420) 168,323 ---------------- ----------------- ---------------- ---------------- Distributions to shareholders from: Net investment income and short term gains received from Underlying Funds: Class A ..................... (966) (50,435) (848) (33,285) Class C ..................... (270) (13,163) (163) (5,813) Class R ..................... (65) (4,205) (63) (2,128) Advisor Class ............... (29) (1,855) (43) (2,578) Net realized gains: Class A ..................... (183,422) (52,659) (120,349) (57,461) Class C ..................... (45,412) (10,159) (26,725) (5,731) Class R ..................... (10,162) (3,259) (10,466) (2,945) Advisor Class ............... (8,438) (2,845) (6,548) (1,299) ---------------- ----------------- ---------------- ---------------- Total distributions to shareholders ........ (248,764) (138,580) (165,205) (111,240) ---------------- ----------------- ---------------- ---------------- Capital share transactions: (Note 2) Class A ..................... 2,804,085 2,512,921 1,422,279 1,203,127 Class C ..................... 523,785 1,061,051 365,286 421,465 Class R ..................... 84,650 286,076 174,995 148,108 Advisor Class ............... 173,956 56,592 49,014 154,787 ---------------- ----------------- ---------------- ---------------- Total capital share transactions ........... 3,586,476 3,916,640 2,011,574 1,927,487 ---------------- ----------------- ---------------- ---------------- Redemption fees ............................ 102 324 26 4 ---------------- ----------------- ---------------- ---------------- Net increase (decrease) in net assets ............. 2,694,093 3,986,098 1,454,975 1,984,574 Net assets: Beginning of period ........................ 5,296,051 1,309,953 3,249,492 1,264,918 ---------------- ----------------- ---------------- ---------------- End of period .............................. $ 7,990,144 $ 5,296,051 $ 4,704,467 $ 3,249,492 ---------------- ----------------- ---------------- ---------------- Undistributed net investment income (loss) included in net assets: End of period ......................... $ (11,395) $ 1,418 $ (9,722) $ 1,101 ---------------- ----------------- ---------------- ---------------- Semiannual Report | The accompanying notes are an integral part of these financial statements | 61 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Franklin Templeton Fund Allocator Series (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of ten separate funds. All funds included in this report (Funds) are diversified. The financial statements of the remaining funds in the Trust are presented separately. The Funds invest primarily in Franklin Templeton mutual funds (Underlying Funds). The Funds offer four classes of shares: Class A, Class C, Class R, and Advisor Class. Each class of shares differs by its initial sales load, contingent deferred sales charges, distribution fees, voting rights on matters affecting a single class and its exchange privilege. The following summarizes the Funds' significant accounting policies. a. SECURITY VALUATION Net asset value per share is calculated as of the close of trading of the NYSE. Investments in the Underlying Funds are valued at their closing net asset value each trading day. b. INCOME TAXES No provision has been made for U.S. income taxes because it is each fund's policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains. The Funds have reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of June 30, 2008, and have determined that no provision for income tax is required in the Funds' financial statements. c. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Estimated expenses are accrued daily. Dividend income and realized gain distributions by Underlying Funds are recorded on the ex-dividend date. Distributions to shareholders are recorded on the ex-dividend date and are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States of America. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. 62 | Semiannual Report Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) c. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS (CONTINUED) Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense. The Funds indirectly bear their proportionate share of expenses from the Underlying Funds. Since the Underlying Funds have varied expense levels and the Funds may own different proportions of the Underlying Funds at different times, the amount of expenses incurred indirectly by the Funds will vary. Realized and unrealized gains and losses and net investment income, other than class specific expenses, are allocated daily to each class of shares based upon the relative proportion of net assets of each class. Differences in per share distributions, by class, are generally due to differences in class specific expenses. d. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates. e. REDEMPTION FEES A short term trading redemption fee will be imposed, with some exceptions, on any fund shares that are redeemed or exchanged within seven calendar days following their purchase date. The redemption fee is 2% of the amount redeemed. Such fees are retained by the Funds and accounted for as an addition to paid-in capital. f. GUARANTEES AND INDEMNIFICATIONS Under the Trust's organizational documents, its officers and directors are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust, on behalf of the Funds, enters into contracts with service providers that contain general indemnification clauses. The Trust's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote. Semiannual Report | 63 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST At June 30, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Funds' shares were as follows: FRANKLIN TEMPLETON FRANKLIN TEMPLETON 2015 RETIREMENT 2025 RETIREMENT TARGET FUND TARGET FUND SHARES AMOUNT SHARES AMOUNT ------- ------------ ------- ----------- CLASS A SHARES: Six months ended June 30, 2008 Shares sold ..................................... 445,806 $ 4,828,332 542,069 $ 5,860,624 Shares issued in reinvestment of distributions .. 15,104 156,648 27,052 275,874 Shares redeemed ................................. (46,465) (506,786) (59,607) (634,998) ------- ------------ ------- ----------- Net increase (decrease) ......................... 414,445 $ 4,478,194 509,514 $ 5,501,500 ------- ------------ ------- ----------- Year ended December 31, 2007 Shares sold...................................... 349,875 $ 3,984,778 488,498 $ 5,580,914 Shares issued in reinvestment of distributions .. 8,114 92,217 13,553 155,750 Shares redeemed ................................. (21,395) (242,981) (52,414) (579,977) ------- ------------ ------- ----------- Net increase (decrease) ......................... 336,594 $ 3,834,014 449,637 $ 5,156,687 ------- ------------ ------- ----------- CLASS C SHARES: Six months ended June 30, 2008 Shares sold ..................................... 500,559 $ 5,307,254 98,728 $ 1,058,589 Shares issued in reinvestment of distributions .. 10,111 104,226 4,856 49,190 Shares redeemed ................................. (60,920) (660,005) (6,272) (66,153) ------- ------------ ------- ----------- Net increase (decrease) ......................... 449,750 $ 4,751,475 97,312 $ 1,041,626 ------- ------------ ------- ----------- Year ended December 31, 2007 Shares sold ..................................... 213,584 $ 2,410,848 95,440 $ 1,102,577 Shares issued in reinvestment of distributions .. 3,651 41,268 2,077 23,770 Shares redeemed ................................. (26,962) (301,142) (5,644) (65,192) ------- ------------ ------- ----------- Net increase (decrease) ......................... 190,273 $ 2,150,974 91,873 $ 1,061,155 ------- ------------ ------- ----------- CLASS R SHARES: Six months ended June 30, 2008 Shares sold...................................... 22,722 $ 240,815 9,369 $ 100,655 Shares issued in reinvestment of distributions .. 2,220 22,990 587 5,970 Shares redeemed ................................. (6,472) (69,263) (2,846) (30,970) ------- ------------ ------- ----------- Net increase (decrease) ......................... 18,470 $ 194,542 7,110 $ 75,655 ------- ------------ ------- ----------- Year ended December 31, 2007 Shares sold ..................................... 95,945 $ 1,067,714 14,340 $ 162,416 Shares issued in reinvestment of distributions .. 2,189 24,812 376 4,314 Shares redeemed ................................. (4,584) (52,275) (3) (32) ------- ------------ ------- ----------- Net increase (decrease) ......................... 93,550 $ 1,040,251 14,713 $ 166,698 ------- ------------ ------- ----------- 64 | Semiannual Report Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN TEMPLETON FRANKLIN TEMPLETON 2015 RETIREMENT 2025 RETIREMENT TARGET FUND TARGET FUND SHARES AMOUNT SHARES AMOUNT ------- --------- --------- ----------- ADVISOR CLASS SHARES: Six months ended June 30, 2008 Shares sold ...................................... 18,900 $ 201,721 9,632 $ 106,620 Shares issued in reinvestment of distributions ... 409 4,258 1,246 12,728 Shares redeemed .................................. (968) (10,779) -- -- ------- --------- --------- ----------- Net increase (decrease) .......................... 18,341 $ 195,200 10,878 $ 119,348 ------- --------- --------- ----------- Year ended December 31, 2007 Shares sold ...................................... 949 $ 10,200 40,489 $ 477,407 Shares issued in reinvestment of distributions ... 66 755 857 9,849 Shares redeemed .................................. (19) (215) (9,694) (109,496) ------- --------- --------- ----------- Net increase (decrease) .......................... 996 $ 10,740 31,652 $ 377,760 ------- --------- --------- ----------- FRANKLIN TEMPLETON FRANKLIN TEMPLETON 2035 RETIREMENT 2045 RETIREMENT TARGET FUND TARGET FUND SHARES AMOUNT SHARES AMOUNT ------- ----------- ------- ----------- CLASS A SHARES: Six months ended June 30, 2008 Shares sold ..................................... 300,570 $ 3,265,457 144,089 $ 1,560,194 Shares issued in reinvestment of distributions .. 15,028 152,516 8,491 85,420 Shares redeemed ................................. (57,327) (613,888) (20,762) (223,335) ------- ----------- ------- ----------- Net increase (decrease) ......................... 258,271 $ 2,804,085 131,818 $ 1,422,279 ------- ----------- ------- ----------- Year ended December 31, 2007 Shares sold ..................................... 225,018 $ 2,619,493 106,830 $ 1,245,860 Shares issued in reinvestment of distributions .. 5,002 58,354 3,171 36,890 Shares redeemed ................................. (13,914) (164,926) (6,631) (79,623) ------- ----------- ------- ----------- Net increase (decrease) ......................... 216,106 $ 2,512,921 103,370 $ 1,203,127 ------- ----------- ------- ----------- CLASS C SHARES: Six months ended June 30, 2008 Shares sold ..................................... 53,310 $ 570,862 33,609 $ 359,140 Shares issued in reinvestment of distributions... 4,076 40,885 2,169 21,577 Shares redeemed ................................. (8,282) (87,962) (1,427) (15,431) ------- ----------- ------- ----------- Net increase (decrease) ......................... 49,104 $ 523,785 34,351 $ 365,286 ------- ----------- ------- ----------- Year ended December 31, 2007 Shares sold ..................................... 89,429 $ 1,049,217 37,380 $ 434,652 Shares issued in reinvestment of distributions .. 1,859 21,536 848 9,798 Shares redeemed ................................. (822) (9,702) (1,957) (22,985) ------- ----------- ------- ----------- Net increase (decrease) ......................... 90,466 $ 1,061,051 36,271 $ 421,465 ------- ----------- ------- ----------- Semiannual Report | 65 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN TEMPLETON FRANKLIN TEMPLETON 2035 RETIREMENT 2045 RETIREMENT TARGET FUND TARGET FUND SHARES AMOUNT SHARES AMOUNT ------ --------- ------- --------- CLASS R SHARES: Six months ended June 30, 2008 Shares sold ..................................... 11,423 $ 123,070 15,806 $ 169,051 Shares issued in reinvestment of distributions .. 979 9,901 1,001 10,038 Shares redeemed ................................. (4,365) (48,321) (403) (4,094) ------ --------- ------- --------- Net increase (decrease) ......................... 8,037 $ 84,650 16,404 $ 174,995 ------ --------- ------- --------- Year ended December 31, 2007 Shares sold ..................................... 24,371 $ 279,217 12,508 $ 145,703 Shares issued in reinvestment of distributions .. 602 7,005 389 4,524 Shares redeemed ................................. (12) (146) (175) (2,119) ------ --------- ------- --------- Net increase (decrease) ......................... 24,961 $ 286,076 12,722 $ 148,108 ------ --------- ------- --------- ADVISOR CLASS SHARES: Six months ended June 30, 2008 Shares sold ..................................... 16,266 $ 170,815 5,222 $ 56,286 Shares issued in reinvestment of distributions .. 799 8,141 617 6,227 Shares redeemed ................................. (444) (5,000) (1,260) (13,499) ------ --------- ------- --------- Net increase (decrease) ......................... 16,621 $ 173,956 4,579 $ 49,014 ------ --------- ------- --------- Year ended December 31, 2007 Shares sold ..................................... 5,961 $ 68,751 12,616 $ 154,574 Shares issued in reinvestment of distributions .. 360 4,217 284 3,300 Shares redeemed ................................. (1,463) (16,376) (261) (3,087) ------ --------- ------- --------- Net increase (decrease) ......................... 4,858 $ 56,592 12,639 $ 154,787 ------ --------- ------- --------- 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Trust are also officers and/or directors/trustees of certain of the Underlying Funds and of the following subsidiaries: SUBSIDIARY AFFILIATION - --------------------------------- ---------------------------------- Franklin Advisers, Inc. (Advisers) Investment manager Franklin Templeton Services, LLC (FT Services) Administrative manager Templeton Distributors, Inc. (Distributors) Principal underwriter Templeton Investor Services, LLC (Investor Services) Transfer agent 66 | Semiannual Report Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) a. ASSET ALLOCATION FEES The Funds pay an asset allocation fee to Advisers of 0.25% per year of the average daily net assets of each of the Funds for investment advisory services, consisting principally of determining the allocation of assets of the Funds among the designated Underlying Funds. b. ADMINISTRATIVE FEES Under an agreement with Advisers, FT Services provides administrative services to the Funds. The fee is paid by Advisers based on average daily net assets, and is not an additional expense of the Funds. c. DISTRIBUTION FEES The Trust's Board of Trustees has adopted distribution plans for each share class, with the exception of Advisor Class shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Funds' compensation distribution plans, the Funds pay Distributors for costs incurred in connection with the servicing, sale and distribution of each fund's shares up to the maximum annual plan rate for each class. The maximum annual plan rates, based on the average daily net assets, for each class, are as follows: Class A ............... 0.35% Class C ............... 1.00% Class R ............... 0.50% The Board of Trustees has agreed to limit the current rate to 0.30% per year for Class A shares for the period of August 1, 2007 through January 31, 2009. d. SALES CHARGES/UNDERWRITING AGREEMENTS Distributors has advised the Funds of the following commission transactions related to the sales and redemptions of the Funds' shares for the period: FRANKLIN FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON TEMPLETON 2015 2025 2035 2045 RETIREMENT RETIREMENT RETIREMENT RETIREMENT TARGET FUND TARGET FUND TARGET FUND TARGET FUND ----------- ----------- ------------ ------------- Sales charges retained net of commissions paid to unaffiliated broker/dealers ......................... $ 8,046 $ 12,867 $ 7,774 $ 5,494 Contingent deferred sales charges retained .......... $ 211 $ 196 $ 215 $ 30 Semiannual Report | 67 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) e. TRANSFER AGENT FEES For the period ended June 30, 2008, the Funds paid transfer agent fees as noted in the Statements of Operations of which the following amounts were retained by Investor Services: FRANKLIN FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON TEMPLETON 2015 2025 2035 2045 RETIREMENT RETIREMENT RETIREMENT RETIREMENT TARGET FUND TARGET FUND TARGET FUND TARGET FUND ----------- ----------- ----------- ----------- Transfer agent fees ... $ 5,422 $ 7,564 $ 7,905 $ 8,156 f. WAIVER AND EXPENSE REIMBURSEMENTS Advisers and Investor Services have agreed in advance to waive all or a portion of their respective fees and to assume payment of other expenses through April 30, 2009. Total expenses waived or paid are not subject to reimbursement by the Funds subsequent to the Funds' fiscal year end. After April 30, 2009, Advisers may discontinue this waiver at any time upon notice to the Funds' Board of Trustees. g. OTHER AFFILIATED TRANSACTIONS At June 30, 2008, Advisers owned a percentage of the Funds' outstanding shares as listed below: FRANKLIN TEMPLETON FRANKLIN TEMPLETON FRANKLIN TEMPLETON FRANKLIN TEMPLETON 2015 RETIREMENT 2025 RETIREMENT 2035 RETIREMENT 2045 RETIREMENT TARGET FUND TARGET FUND TARGET FUND TARGET FUND ------------------ ------------------ ------------------ ------------------ 5.85% 7.02% 12.30% 20.92% 4. INCOME TAXES At June 30, 2008, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON TEMPLETON 2015 2025 2035 2045 RETIREMENT RETIREMENT RETIREMENT RETIREMENT TARGET FUND TARGET FUND TARGET FUND TARGET FUND ------------ ------------ ------------ ----------- Cost of investments ......................... $ 17,914,992 $ 15,192,071 $ 8,632,874 $ 5,084,769 ------------ ------------ ------------ ------------ Unrealized appreciation ..................... $ 196,906 $ 200,254 $ 135,587 $ 97,511 Unrealized depreciation ..................... (1,055,136) (1,347,797) (852,703) (492,130) ------------ ------------ ------------ ------------ Net unrealized appreciation (depreciation) .. $ (858,230) $ (1,147,543) $ (717,116) $ (394,619) ------------ ------------ ------------ ------------ 68 | Semiannual Report Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 4. INCOME TAXES (CONTINUED) Net investment income (loss) differs for financial statement and tax purposes primarily due to differing treatment of short term capital gains distributions from Underlying Funds. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of short term capital gains distributions from Underlying Funds and wash sales. 5. INVESTMENT TRANSACTIONS Purchases and sales of Underlying Funds (excluding short term securities) for the period ended June 30, 2008, were as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN TEMPLETON TEMPLETON TEMPLETON TEMPLETON 2015 2025 2035 2045 RETIREMENT RETIREMENT RETIREMENT RETIREMENT TARGET FUND TARGET FUND TARGET FUND TARGET FUND ------------- ------------- ------------- ------------- Purchases................ $ 8,891,981 $ 6,111,217 $ 3,526,367 $ 1,950,799 Sales.................... $ 65,476 $ 28,589 $ 150,438 $ 41,000 6. INVESTMENTS IN UNDERLYING FUNDS The Funds invest primarily in the Underlying Funds which are managed by Advisers or an affiliate of Advisers. The Funds do not invest in the Underlying Funds for the purpose of exercising management or control. At June 30, 2008, the Funds held no positions which exceed 5% of the Underlying Funds' shares outstanding. The Funds may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Advisers. Pursuant to a SEC exemptive order specific to the Funds' investment in the Sweep Money Fund, asset allocation fees are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund. 7. FAIR VALUE MEASUREMENTS The Funds adopted Financial Accounting Standards Board (FASB) issued FASB Statement No. 157, "Fair Value Measurement" (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Funds have determined that the implementation of SFAS 157 did not have a material impact on the Funds' financial statements. Semiannual Report | 69 Franklin Templeton Fund Allocator Series NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 7. FAIR VALUE MEASUREMENTS (CONTINUED) SFAS 157 establishes a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Trust's own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds' investments and are summarized in the following fair value hierarchy: - Level 1 - quoted prices in active markets for identical securities - Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speed, credit risk, etc.) - Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments) The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. As of June 30, 2008, all of the Funds' investments in securities carried at fair value were in Level 1 inputs. 70 | Semiannual Report Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION FRANKLIN TEMPLETON RETIREMENT TARGET FUNDS BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held February 25, 2008, the Board of Trustees (Board), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for each of the separate funds comprising Franklin Templeton Fund Allocator Series (Fund(s)). In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included investment performance reports and related financial information for each Fund, as well as periodic reports on shareholder services, legal, compliance, pricing, brokerage commissions and execution and other services provided by the Investment Manager (Manager) and its affiliates. Information furnished specifically in connection with the renewal process included a report for each Fund prepared by Lipper, Inc. (Lipper), an independent organization, as well as a Fund profitability analysis report prepared by management. The Lipper reports compared each Fund's investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis report discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Included with such profitability analysis report was information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates including management's explanation of differences where relevant and a three-year expense analysis with an explanation for any increase in expense ratios. Additional material accompanying such report was a memorandum prepared by management describing project initiatives and capital investments relating to the services provided to the Funds by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale and a comparative analysis concerning transfer agent fees charged each Fund. In considering such materials, the independent Trustees received assistance and advice from and met separately with independent counsel. While the investment management agreements for all Funds were considered at the same Board meeting, the Board dealt with each Fund separately. In approving continuance of the investment management agreement for each Fund, the Board, including a majority of independent Trustees, determined that the existing management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of each Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board's decision. NATURE, EXTENT AND QUALITY OF SERVICE. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Funds and their shareholders. In addition to investment performance and expenses discussed later, the Board's opinion was based, in part, upon periodic reports furnished them showing that the investment policies and restrictions for each Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers and other Semiannual Report | 71 Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION (CONTINUED) FRANKLIN TEMPLETON RETIREMENT TARGET FUNDS BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) management personnel with the code of ethics adopted throughout the Franklin Templeton fund complex, the adherence to fair value pricing procedures established by the Board, and the accuracy of net asset value calculations. The Board also noted the extent of benefits provided Fund shareholders from being part of the Franklin Templeton family of funds, including the right to exchange investments between the same class of funds without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings in other funds to obtain a reduced sales charge. Favorable consideration was given to management's continuous efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted that such systems and procedures had functioned smoothly during the Florida hurricanes and blackouts experienced in recent years. Among other factors taken into account by the Board were the Manager's best execution trading policies, including a favorable report by an independent portfolio trading analytical firm. Consideration was also given to the experience of each Fund's portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in management's determination of a portfolio manager's bonus compensation was the relative investment performance of the funds he or she managed and that a portion of such bonus was required to be invested in a predesignated list of funds within such person's fund management area so as to be aligned with the interests of Fund shareholders. The Board also took into account the quality of transfer agent and shareholder services provided Fund shareholders by an affiliate of the Manager, noting continuing expenditures by management to increase and improve the scope of such services, periodic favorable reports on such service conducted by third parties, the high industry ranking given to the Franklin Templeton website, and the firsthand experience of individual Board members who deal with the shareholder services department in their capacities as shareholders in one or more of the various Franklin Templeton funds. INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of each Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings throughout the year, particular attention in assessing performance was given to the Lipper reports furnished for the agreement renewals. The Lipper reports prepared for each individual Fund showed the investment performance of Class A shares, in comparison to a performance universe selected by Lipper. Comparative performance for each Fund was shown for the one-year period ended December 31, 2007, and for additional periods ended that date depending on when a particular Fund commenced operations. The following summarizes the performance results for each of the Funds and the Board's view of such performance. FRANKLIN TEMPLETON 2015 RETIREMENT TARGET FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional mixed-asset target 2020 funds as selected by Lipper. The Fund has been in operation for only one full year at the date of the Lipper report, which showed its income return to be in the lowest quintile of its performance universe, and its total return 72 | Semiannual Report Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION (CONTINUED) FRANKLIN TEMPLETON RETIREMENT TARGET FUNDS BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) to be in the highest quintile of its performance universe. While noting that the Fund's brief period of existence limited the meaningfulness of its performance record, the Board was satisfied with this performance. FRANKLIN TEMPLETON 2025 RETIREMENT TARGET FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional mixed-asset target 2030 funds as selected by Lipper. The Fund had been in operation for only one full year at the date of the Lipper report, which showed its income return to be in the second-lowest quintile of its performance universe, and its total return to be in the highest quintile of its performance universe. While noting that the Fund's brief period of existence limited the meaningfulness of its performance record, the Board was satisfied with this performance. FRANKLIN TEMPLETON 2035 RETIREMENT TARGET FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional mixed-asset target 2030+ funds as selected by Lipper. The Fund has been in operation for only one full year at the date of the Lipper report, which showed its income return to be in the second-lowest quintile of its performance universe, and its total return to be in the highest quintile of its performance universe. While noting that the Fund's brief period of existence limited the meaningfulness of its performance record, the Board was satisfied with this performance. FRANKLIN TEMPLETON 2045 RETIREMENT TARGET FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional mixed-asset target 2030+ funds as selected by Lipper. The Fund has been in operation for only one full year at the date of the Lipper report, which showed its income return to be in the second-lowest quintile of its performance universe, and its total return to be in the highest quintile of its performance universe. While noting that the Fund's brief period of existence limited the meaningfulness of its performance record, the Board was satisfied with this performance. COMPARATIVE EXPENSES. Consideration was given to the management fee and total expense ratios of each Fund compared with those of a group of retail front-end load fund of funds selected by Lipper as its appropriate Lipper expense group. Prior to making such comparisons, the Board relied upon a survey showing that the scope of management services covered under a Fund's investment management agreement was similar to those provided by fund managers to other mutual fund groups. In reviewing comparative costs, emphasis was given to each Fund's contractual investment management fee in comparison with the contractual investment management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund including expenses of the underlying funds they invest in. The Board noted that the Funds pay an asset allocation advisory fee. The Lipper contractual investment management fee analysis includes the advisory and administrative fees directly Semiannual Report | 73 Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION (CONTINUED) FRANKLIN TEMPLETON RETIREMENT TARGET FUNDS BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) charged to each Fund as being part of the contractual investment management fee, with the investment management fees charged underlying funds being included within actual total expenses. Contractual investment management fees and total expenses for comparative consistency are shown by Lipper for Fund Class A shares. The Lipper expense reports noted in the case of each Fund that expenses had been subsidized by management fee waivers and reimbursements. The Lipper reports for each of Franklin Templeton 2015, 2025, 2035 and 2045 Retirement Target Funds showed the contractual management fee rate to be at the expense group median with actual total expense ratios to be within 3 to 7 basis points above the medians of their respective expense groups. The Board believed the expenses of each Fund were acceptable taking into account the fee waivers and expense reimbursements applicable to each of them. MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of each Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templeton's U.S. fund business, as well as its profits in providing management and other services to each Fund. Specific attention was given to the methodology followed in allocating costs to each Fund, it being recognized that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that, while being continuously refined and reflecting changes in the Manager's own cost accounting, the allocation methodology was consistent with that followed in profitability report presentations for the Funds made in prior years and that the Fund's independent registered public accounting firm had been engaged by the Manager to perform certain procedures on a biennial basis, specified and approved by the Manager and the Fund's Board solely for their purposes and use in reference to the profitability analysis. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary for the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to each Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. The Board also took into account management's expenditures in improving shareholder services provided the Funds, as well as the need to meet additional regulatory and compliance requirements resulting from the Sarbanes-Oxley Act and recent SEC and other regulatory requirements. In addition, the Board considered a third-party study comparing the profitability of the Manager's parent on an overall basis as compared to other publicly held managers broken down to show profitability from management operations exclusive of distribution expenses, as well as profitability including distribution expenses. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, including its interest in a joint venture entity that financed up-front commissions paid to brokers/dealers who sold fund Class B shares prior to February 2005 when the offering of such shares was discontinued, as well as potential benefits resulting from allocation of fund brokerage 74 | Semiannual Report Franklin Templeton Fund Allocator Series SHAREHOLDER INFORMATION (CONTINUED) FRANKLIN TEMPLETON RETIREMENT TARGET FUNDS BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) and the use of "soft" commission dollars to pay for research. Based upon its consideration of all these factors, the Board determined that the level of profits realized by the Manager and its affiliates from providing services to each Fund was not excessive in view of the nature, quality and extent of services provided. ECONOMIES OF SCALE. The Board also considered whether economies of scale are realized by the Managers as the Funds grow larger and the extent to which this is reflected in the level of management fees charged. While recognizing that any precise determination is inherently subjective, the Board noted that based upon the Fund profitability analysis, it appears that as some funds get larger, at some point economies of scale do result in the Managers realizing a larger profit margin on management services provided such a fund. The Board also noted that economies of scale are shared with a fund and its shareholders through management fee breakpoints so that as a fund grows in size, its effective management fee rate declines. With the exception of Templeton Global Long Short Fund, which has a performance adjusted base fee, the fees charged all the underlying funds in which the Funds may invest provide for management fee breakpoints. Consequently, to the extent economies of scale may be realized by the investment managers of these funds, the schedule of fees under their investment management agreements provides a sharing of benefits with a Fund and its shareholders. PROXY VOTING POLICIES AND PROCEDURES The Trust's investment manager has established Proxy Voting Policies and Procedures (Policies) that the Trust uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Trust's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at 1-954/527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Trust's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Trust files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's website at sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800/SEC-0330. Semiannual Report | 75 This page intentionally left blank. [FRANKLIN TEMPLETON INVESTMENTS LOGO] One Franklin Parkway San Mateo, CA 94403-1906 - - WANT TO RECEIVE THIS DOCUMENT FASTER VIA EMAIL? Eligible shareholders can sign up for eDelivery at franklintempleton.com. See inside for details. SEMIANNUAL REPORT AND SHAREHOLDER LETTER FRANKLIN TEMPLETON FUND ALLOCATOR SERIES INVESTMENT MANAGER Franklin Advisers, Inc. DISTRIBUTOR Franklin Templeton Distributors, Inc. 1-800/DIAL BEN(R) franklintempleton.com SHAREHOLDER SERVICES 1-800/632-2301 Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing. To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. ITEM 2. CODE OF ETHICS. (a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer. (c) N/A (d) N/A (f) Pursuant to Item 12(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 John B. Wilson and he is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. N/A 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 COMPANIES. N/A 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 ensure that information required to be disclosed in the Registrant's filings under the Securities Exchange Act of 1934 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 significant changes in the Registrant's internal controls or in other factors that could significantly affect the internal controls subsequent to the date of their evaluation in connection with the preparation of this Shareholder Report on Form N-CSR. ITEM 12. EXHIBITS. (a)(1) Code of Ethics (a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Galen G. Vetter, Chief Executive Officer - Finance and Administration, and Laura F. Fergerson, Chief Financial Officer and Chief Accounting Officer (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Galen G. Vetter, Chief Executive Officer - Finance and Administration, and Laura F. Fergerson, Chief Financial Officer and Chief Accounting Officer SIGNATURES 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 TEMPLETON FUND ALLOCATOR SERIES By /S/GALEN G. VETTER ------------------- Galen G. Vetter Chief Executive Officer - Finance and Administration Date August 27, 2008 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/GALEN G. VETTER ------------------ Galen G. Vetter Chief Executive Officer - Finance and Administration Date August 27, 2008 By /S/LAURA F. FERGERSON --------------------- Laura F. Fergerson Chief Financial Officer and Chief Accounting Officer Date August 27, 2008