Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Franklin Fund Allocator Series and
Shareholders of Franklin Payout 2021 Fund and Franklin Payout 2022
Fund

In planning and performing our audits of the financial statements of
Franklin Payout 2021 Fund and Franklin Payout 2022 Fund (the ?Funds?)
as of and for the year ended May 31, 2021, in accordance with the
standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), we considered the Funds? internal control over financial
reporting, including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements
of Form N-CEN, but not for the purpose of expressing an opinion on the
effectiveness of the Funds? internal control over financial reporting.
Accordingly, we do not express an opinion on the effectiveness of the
Funds? internal control over financial reporting.

The management of the Funds is responsible for establishing and
maintaining effective internal control over financial reporting. In fulfilling
this responsibility, estimates and judgments by management are required
to assess the expected benefits and related costs of controls. A company?s
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company?s
internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use
or disposition of a company?s assets that could have a material effect on
the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the
design or operation of a control does not allow management or employees,
in the normal course of performing their assigned functions, to prevent or
detect misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a
material misstatement of the company?s annual or interim financial
statements will not be prevented or detected on a timely basis.

Our consideration of the Funds? internal control over financial reporting
was for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control over financial
reporting that might be material weaknesses under standards established
by the PCAOB. However, we noted no deficiencies in the Funds? internal
control over financial reporting and its operation, including controls over
safeguarding securities, that we consider to be a material weakness as
defined above as of May 31, 2021.

This report is intended solely for the information and use of the Board of
Trustees of Franklin Fund Allocator Series and the Securities and
Exchange Commission and is not intended to be and should not be used
by anyone other than these specified parties.


/s/PricewaterhouseCoopers LLP
San Francisco, California
July 22, 2021

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