As filed with the Securities and Exchange Commission on May 20, 1996
File Nos.
33-39088
811-6243
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 20 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 23 (X)
FRANKLIN STRATEGIC SERIES
(Exact Name of Registrant as Specified in Charter)
777 MARINERS ISLAND BOULEVARD, SAN MATEO, CA 94404
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (415) 312-2000
Harmon E. Burns, 777 Mariners Island Blvd., San Mateo, CA 94404
(Name and Address of Agent for Service of Process)
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[x] on June 3, 1996 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485
If appropriate, check the following box:
[x] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Declaration Pursuant to Rule 24f-2. The issuer has registered an indefinite
number or amount of securities under the Securities Act of 1933 pursuant to
Section 24f-2 under the Investment Company Act of 1940. The Rule 24f-2
Notice for the issuer's most recent fiscal year was filed on June 27, 1995.
FRANKLIN STRATEGIC SERIES
CROSS REFERENCE SHEET
FORM N-1A
Part A: Information Required in the Prospectus
(Franklin Blue Chip Fund)
N-1A Location in
Item No. Item Registration Statement
1. Cover Page Cover Page
2. Synopsis Expense Table
3. Condensed Financial "How Does the Fund Measure
Information Performance?"
4. General Description "What Is the Franklin Blue Chip
Fund?"; "How Does the Fund
Invest Its Assets?"; "What Are
the Fund's Potential Risks?";
"General Information"
5. Management of the Fund "Who Manages the Fund?"
5A. Management's Discussion of Not Applicable
Fund Performance
6. Capital Stock and Other "What Distributions Might I
Securities Receive From the Fund?"; "How
Taxation Affects You and the
Fund?"; "How Do I Get More
Information About My
Investment?"; "General
Information"
7. Purchase of Securities Being "How Do I Buy Shares?"; "What
Offered Programs and Privileges Are
Available to Me as a
Shareholder?"; "What If My
Investment Outlook
Changes?-Exchange Privilege";
"Telephone Transactions"; "How
Are Fund Shares Valued?"
8. Redemption or Repurchase "What If My Investment Outlook
Changes?-Exchange Privilege";
"How Do I Sell Shares?";
"Telephone Transactions"; "How
Do I Get More Information About
My Investment?"; "General
Information"
9. Pending Legal Proceedings Not Applicable
FRANKLIN STRATEGIC SERIES
CROSS REFERENCE SHEET
FORM N-1A
Part B: Information Required in the
Statement of Additional Information
(Franklin Blue Chip Fund)
N-1A Location in
Item No. Item Registration Statement
10. Cover Page Cover Page
11. Table of Contents Contents
12. General Information and "General Information"
History
13. Investment Objectives and "How Does the Fund Invest Its
Policies Assets?"; "Investment
Restrictions"
14. Management of the Fund "Officers and Trustees";
"Investment Advisory and Other
Services"
15. Control Persons and "Officers and Trustees";
Principal Holders of "Investment Advisory and Other
Securities Services"; "General Information"
16. Investment Advisory and "Investment Advisory and Other
Other Services Services"
17. Brokerage Allocation "How Does the Fund Purchase
Securities for Its Portfolio?"
18. Capital Stock and Other "How Do I Buy and Sell Shares?";
Securities "How Are Fund Shares Valued?"
19. Purchase, Redemption and "How Do I Buy and Sell Shares?"
Pricing of Securities
20. Tax Status "Additional Information
Regarding Taxation"
21. Underwriters "The Fund's Underwriter"
22. Calculation of Performance "General Information"
Data
23. Financial Statements Not Applicable
This Post-Effective Amendment No. 20 which relates to the
Registrant's previously filed Post-Effective Amendment No. 18, filed March
14, 1996, including the Prospectus and Statement of Additional Information
contained therein, is being filed under Rule 485(b)(v) to extend the date on
which the amendment will become effective automatically to June 3, 1996. The
earlier filing was made to add a new series, Franklin Blue Chip Fund, to the
Registrant.
FRANKLIN STRATEGIC SERIES
File Nos. 33-39088
811-6243
FORM N-1A
PART C
Other Information
Item 24 Financial Statements and Exhibits
a) Not Applicable.
b) Exhibits:
The following exhibits are incorporated by reference as noted, with the
exception of exhibit 15(vi) which is attached herewith.
(1) copies of the charter as now in effect;
(i) Agreement and Declaration of Trust of Franklin California
250 Growth Index Fund as of January 22, 1991
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(ii) Certificate of Trust of Franklin California 250 Growth Index
Fund dated January 22, 1991
Filing: Post-Effective Amendment No. 14 to
Registration Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(iii) Certificate of Amendment to the Certificate of Trust of
Franklin California 250 Growth Index Fund dated November
19, 1991
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(iv) Certificate of Amendment to the Certificate of Trust of
Franklin Strategic Series dated May 14, 1992
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(2) copies of the existing By-Laws or instruments corresponding
thereto;
(i) Amended and Restated By-Laws of Franklin California 250
Growth Index Fund as of April 25, 1991
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(ii) Amendment to By-Laws dated October 27, 1994
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(3) copies of any voting trust agreement with respect to more than
five percent of any class of equity securities of the Registrant;
Not Applicable
(4) specimens or copies of each security issued by the Registrant,
including copies of all constituent instruments, defining the
rights of the holders of such securities, and copies of each
security being registered;
Not Applicable
(5) copies of all investment advisory contracts relating to the
management of the assets of the Registrant;
(i) Management Agreement between the Registrant on behalf of
Franklin Small Cap Growth Fund, Franklin Global Health Care
Fund, Franklin Global Utilities Fund and Franklin Advisers,
Inc., dated February 24, 1992
Filing: Post-Effective Amendment No. 14 to
Registration Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(ii) Administration Agreement between the Registrant on behalf of
Franklin MidCap Growth Fund and Franklin Advisers, Inc.,
dated April 12, 1993
Registrant: Franklin Strategic Series
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(iii) Management Agreement between the Registrant on behalf of
Franklin Strategic Income Fund and Franklin Advisers, Inc.,
effective May 24, 1994
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(iv) Subadvisory Agreement between Franklin Advisers, Inc., and
Templeton Investment Counsel, Inc., providing for services
to Franklin Strategic Income Fund dated May 24, 1994
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(v) Amended and Restated Management Agreement between Franklin
Advisers, Inc., and the Registrant on behalf of Franklin
California Growth Fund effective July 12, 1993
Filing: Post-Effective Amendment No. 14 to
Registration Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(vi) Management Agreement between Registrant on behalf of
Franklin Blue Chip Fund and Franklin Advisers, Inc.,
effective February 13, 1996
Filing: Post-Effective Amendment No. 18 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 14, 1996
(vii) Management Agreement between the Registrant, on behalf of
Franklin MidCap Growth Fund, and Franklin Advisers, Inc.,
dated January 1, 1996.
Filing: Post-Effective Amendment No. 19 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 14, 1996
(6) copies of each underwriting or distribution contract between the
Registrant and a principal underwriter, and specimens or copies
of all agreements between principal underwriters and dealers;
(i) Amended and Restated Distribution Agreement between the
Registrant on behalf of all Series except Franklin
Strategic Income Series and Franklin/Templeton
Distributors, Inc., dated April 23, 1995
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(ii) Amended and Restated Distribution Agreement between the
Registrant on behalf of Franklin Strategic Income Series
and Franklin/Templeton Distributors, Inc., dated March 29,
1995
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(iii) Form of Dealer Agreement between Franklin/Templeton
Distributors, Inc., and Dealers
Filing: Post-Effective Amendment No. 16 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: September 12, 1995
(7) copies of all bonus, profit sharing, pension or other similar
contracts or arrangements wholly or partly for the benefit of
Trustees or officers of the Registrant in their capacity as such;
any such plan that is not set forth in a formal document, furnish
a reasonably detailed description thereof;
Not Applicable
(8) copies of all custodian agreements and depository contracts under
Section 17(f) of the Investment Company Act of 1940 (the "1940
Act"), with respect to securities and similar investments of the
Registrant, including the schedule of remuneration;
(i) Custodian Agreement between Registrant and Bank of America
NT&SA dated May 24, 1994
Filing: Post-Effective Amendment No. 14 to Registration
Statement on form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(ii) Custodian Agreements between Registrant and Citibank Delaware
1. Citicash Management ACH Customer Agreement
2. Citibank Cash Management Services Master Agreement
3. Short Form Bank Agreement - Deposits and Disbursements
of Funds
Registrant: Franklin Premier Return Fund
Filing: Post-Effective Amendment No. 55 to Registration
Statement on Form N-1A
File No. 2-12647
Filing Date: March 1, 1996
(iii) Master Custody Agreement between Registrant and Bank of New
York dated February 16, 1996
Filing: Post-Effective Amendment No. 18 to
Registration Statement on Form N-1A
File No. 33-39088
Filing Date: March 14, 1996
(iv) Terminal Link Agreement between Registrant and Bank of New
York dated February 16, 1996
Filing: Post-Effective Amendment No. 18 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 14, 1996
(9) copies of all other material contracts not made in the ordinary
course of business which are to be performed in whole or in part
at or after the date of filing the Registration Statement;
Not Applicable
(10) an opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will when
sold be legally issued, fully paid and nonassessable;
Not Applicable
(11) Copies of any other opinions, appraisals or rulings and consents
to the use thereof relied on in the preparation of this
registration statement and required by Section 7 of the 1933 Act;
Not Applicable
(12) all financial statements omitted from Item 23;
Not Applicable
(13) copies of any agreements or understandings made in consideration
for providing the initial capital between or among the
Registrant, the underwriter, adviser, promoter or initial
stockholders and written assurances from promoters or initial
stockholders that their purchases were made for investment
purposes without any present intention of redeeming or reselling;
(i) Letter of Understanding dated August 20, 1991
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(ii) Letter of Understanding dated April 12, 1995
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(iii) Letter of Understanding dated June 5, 1995
Filing: Post-Effective Amendment No. 17 to
Registration Statement on Form N-1A
File No. 33-39088
Filing Date: December 5, 1995
(14) copies of the model plan used in the establishment of any
retirement plan in conjunction with which Registrant offers its
securities, any instructions thereto and any other documents
making up the model plan. Such form(s) should disclose the costs
and fees charged in connection therewith;
Not Applicable
(15) copies of any plan entered into by Registrant pursuant to Rule
12b-l under the 1940 Act, which describes all material aspects of
the financing of distribution of Registrant's shares, and any
agreements with any person relating to implementation of such
plan.
(i) Amended and Restated Distribution Plan between Franklin
Strategic Series on behalf of Franklin California Growth
Fund, Franklin Small Cap Growth Fund, Franklin Global
Health Care Fund and Franklin Global Utilities Fund and
Franklin Distributors, Inc., dated July 1, 1993
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(ii) Distribution Plan between Franklin Strategic Series on
behalf of Franklin Global Utilities Fund - Class II and
Franklin/Templeton Distributors, Inc., dated March 30, 1995
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(iii) Distribution Plan pursuant to Rule 12b-1 between the
Registrant on behalf of the Franklin Strategic Income Fund
and Franklin Distributors, Inc., dated May 24, 1994 is
Incorporated herein by reference to:
Registrant: Franklin Strategic Series
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(iv) Distribution Plan pursuant to Rule 12b-1 between the
Registrant on behalf of the Franklin Natural Resources Fund
and Franklin/Templeton Distributors, Inc., dated June 1,
1995
Incorporated herein by reference to:
Registrant: Franklin Strategic Series
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(v) Form of Distribution Plan pursuant to Rule 12b-1 between
the Registrant on behalf of the Franklin MidCap Growth Fund
and Franklin/Templeton Distributors Inc.
Filing: Post-Effective Amendment No. 19 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 27, 1996
(vi) Form of Distribution Plan pursuant to Rule 12b-1 between
the Registrant on behalf of the Franklin Blue Chip Fund
(16) schedule for computation of each performance quotation provided in
the registration statement in response to Item 22 (which need not
be audited).
(i) Schedule for Computation of Performance and Quotations
Registrant: Franklin Tax-Advantaged U.S. Government
Securities Fund
Filing: Post-Effective Amendment No. 8 to Registration
Statement on Form N-1A
File No. 33-11963
Filing Date: March 1, 1995
(17) Powers of Attorney
(i) Power of Attorney for Franklin Strategic Series dated
February 16, 1995
Registrant: Franklin Strategic Series
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(ii) Power of Attorney for MidCap Growth Portfolio dated June 29,
1995
Filing: Post-Effective Amendment No. 15 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: July 3, 1995
(iii) Certificate of Secretary for Franklin Strategic
Series dated February 16, 1995
Filing: Post-Effective Amendment No. 14 to
Registration Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(iv) Certificate of Secretary for MidCap Growth
Portfolio dated June 29, 1995
Filing: Post-Effective Amendment No. 15 to
Registration Statement on Form N-1A
File No. 33-39088
Filing Date: July 3, 1995
(18) Copies of any plan entered into by Registrant pursuant to Rule
18f-3 under the 1940 Act
(i) Form of Multiple Class Plan
Filing: Post-Effective Amendment No. 15 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: July 3, 1995
(27) Financial Data Schedule Computation
Not Applicable
Item 25 Persons Controlled by or under Common Control with Registrant
None
Item 26 Number of Holders of Securities
As of February 29, 1996 the number of record holders of the only classes of
securities of the Registrant was as follows:
Title of Class Number of Record Holders
Shares of Beneficial Interest Class I Class II
Franklin Blue Chip Fund 0 N/A
Franklin California Growth Fund 7,637 N/A
Franklin Global Health Care Fund 5,718 N/A
Franklin Global Utilities Fund 13,467 209
Franklin Small Cap Growth Fund 32,804 1,358
FISCO Midcap Growth Fund 1 N/A
Franklin MidCap Growth Fund 1 N/A
Franklin Strategic Income Fund 390 N/A
Franklin Natural Resources Fund 519 N/A
Item 27 Indemnification
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or controlling person in
connection with securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court or appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 28 Business and Other Connections of Investment Adviser
a) Franklin Advisers, Inc.
The officers and Directors of the Registrant's manager also serve as
officers and/or directors for (1) the manager's corporate parent, Franklin
Resources, Inc., and/or (2) other investment companies in the Franklin Group
of Funds (Registered Trademark). In addition, Mr. Charles B. Johnson is a
director of General Host Corporation. For additional information please see
Part B and Schedules A and D of Form ADV of the Funds' Investment Manager
(SEC File 801-26292), incorporated herein by reference, which sets forth the
officers and directors of the Investment Manager and information as to any
business, profession, vocation or employment of a substantial nature engaged
in by those officers and directors during the past two years.
b) Templeton Investment Counsel, Inc.
Templeton Investment Counsel, Inc. ("TICI"), an indirect, wholly owned
subsidiary of Franklin Resources, Inc., serves as the Franklin Strategic
Income Fund's Sub-adviser, furnishing to Franklin Advisers, Inc. in that
capacity, portfolio management services and investment research. For
additional information please see Part B and Schedules A and D of Form ADV of
the Franklin Strategic Income Fund's Sub-adviser (SEC File 801-15125),
incorporated herein by reference, which sets forth the officers and directors
of the Sub-adviser and information as to any business, profession, vocation
or employment of a substantial nature engaged in by those officers and
directors during the past two years.
Item 29 Principal Underwriters
a) Franklin/Templeton Distributors, Inc., ("Distributors") also acts as
principal underwriter of shares of:
AGE High Income Fund, Inc.
Franklin California Tax-Free Income Fund, Inc.
Franklin California Tax-Free Trust
Franklin Custodian Funds, Inc.
Franklin Equity Fund
Franklin Federal Money Fund
Franklin Federal Tax-Free Income Fund
Franklin Gold Fund
Franklin Investors Securities Trust
Franklin Managed Trust
Franklin Money Fund
Franklin Municipal Securities Trust
Franklin New York Tax-Free Income Fund, Inc.
Franklin New York Tax-Free Trust
Franklin Premier Return Fund
Franklin Real Estate Securities Trust
Franklin Tax-Advantaged High Yield Securities Fund
Franklin Tax-Advantaged International Bond Fund
Franklin Tax-Advantaged U.S. Government Securities Fund
Franklin Tax-Exempt Money Fund
Franklin Tax-Free Trust
Franklin Templeton Global Trust
Franklin Templeton International Trust
Franklin Templeton Money Fund Trust
Franklin Value Investors Trust
Institutional Fiduciary Trust
Franklin Templeton Japan Fund
Templeton American Trust, Inc.
Templeton Capital Accumulator Fund, Inc.
Templeton Developing Markets Trust
Templeton Funds, Inc.
Templeton Global Investment Trust
Templeton Global Opportunities Trust
Templeton Growth Fund, Inc.
Templeton Income Trust
Templeton Institutional Funds, Inc.
Templeton Real Estate Securities Fund
Templeton Smaller Companies Growth Fund, Inc.
Templeton Variable Products Series Fund
b) The information required by this Item 29 with respect to each director
and officer of Distributors is incorporated by reference to Part B of this
N-1A and Schedule A of Form BD filed by Distributors with the Securities and
Exchange Commission pursuant to the Securities Act of 1934 (SEC File No.
8-5889)
c) Not Applicable. Registrant's principal underwriter is an affiliated
person of an affiliated person of the Registrant.
Item 30 Location of Accounts and Records
The accounts, books or other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 are kept by the Registrant or its
shareholder services agent, Franklin/Templeton Investor Services, Inc., both
of whose address is 777 Mariners Island Blvd., San Mateo, CA 94404.
Item 31 Management Services
There are no management-related service contracts not discussed in Part A or
Part B.
Item 32 Undertakings
a) The Registrant hereby undertakes to promptly call a meeting of shareholders
for the purpose of voting upon the question of removal of any trustee or
trustees when requested in writing to do so by the record holders of not less
than 10 per cent of the Registrant's outstanding shares and to assist its
shareholders in the communicating with other shareholders in accordance with the
requirements of Section 16(c) of the Investment Company Act of 1940.
b) The Registrant hereby undertakes to comply with the information
requirement in Item 5A of the Form N-1A by including the required information
in the Trust's annual report and to furnish each person to whom a prospectus
is delivered a copy of the annual report upon request and without charge.
c) The Registrant hereby undertakes to file a Post-Effective Amendment on
behalf of Franklin Blue Chip Fund using Financial Statements which need not
be certified, within four to six months from the effective date of
Registrant's Registration Statement under the Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for effectiveness of this Registration Statement
Pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment to its Registrant's Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of San Mateo and the State of California, on the 17th day of May 1996.
Franklin Strategic Series
(Registrant)
By: Rupert H. Johnson, Jr., President
Rupert H. Johnson, Jr., President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
its Registration Amendment has been signed below by the following persons in
the capacities and on the dates indicated:
Rupert H. Johnson, Jr.* Principal Executive Officer and
Rupert H. Johnson, Jr. Trustee
Dated: May 17, 1996
Martin L. Flanagan* Principal Financial Officer
Martin L. Flanagan Dated: May 17, 1996
Diomedes Loo-Tam* Principal Accounting Officer
Diomedes Loo-Tam Dated: May 17, 1996
Frank H. Abbott, III* Trustee
Frank H. Abbott, III Dated: May 17, 1996
Harris J. Ashton* Trustee
Harris J. Ashton Dated: May 17, 1996
Harmon E. Burns* Trustee
Harmon E. Burns Dated: May 17, 1996
S. Joseph Fortunato* Trustee
S. Joseph Fortunato Dated: May 17, 1996
David W. Garbellano* Trustee
David W. Garbellano Dated: May 17, 1996
Charles B. Johnson* Trustee
Charles B. Johnson Dated: May 17, 1996
Frank W.T. LaHaye* Trustee
Frank W.T. LaHaye Dated: May 17, 1996
Gordon S. Macklin* Trustee
Gordon S. Macklin Dated: May 17, 1996
*By /s/Larry L. Greene, Attorney-in-Fact
(Pursuant to Power of Attorney previously filed)
FRANKLIN STRATEGIC SERIES
REGISTRATION STATEMENT
EXHIBITS INDEX
EXHIBIT NO. DESCRIPTION LOCATION
EX-99.B1(i) Agreement and Declaration of Trust of Franklin *
California 250 Growth Index Fund as of January
22, 1991
EX-99.B1(ii) Certificate of Trust of Franklin California *
250 Growth Index Fund dated January 22, 1991
EX-99.B1(iii) Certificate of Amendment of Certificate of *
Trust to the Franklin California 250 Growth
Index Fund dated November 19, 1991
EX-99.B1(iv) Certificate of Amendment to the Certificate of *
Trust of Franklin Strategic Series dated May
14, 1992
EX-99.B2(i) Amended and Restated By-Laws of Franklin *
California 250 Growth Index Fund as of April
25, 1991
EX-99.B2(ii) Amendment to By-Laws dated *
October 27, 1994
EX-99.B5(i) Management Agreement between Registrant on *
behalf of Franklin Small Cap Growth Fund,
Franklin Global Healthcare Fund, Franklin
Global Utilities Fund and Franklin Advisers,
Inc., dated February 24, 1992
EX-99.B5(ii) Administration Agreement between Registrant on *
behalf of Franklin MidCap Growth Fund and
Franklin Advisers, Inc., dated April 12, 1993
EX-99.B5(iii) Management Agreement between Registrant on *
behalf of Franklin Strategic Income Fund and
Franklin Advisers, Inc., effective May 24, 1994
EX-99.B5(iv) Subadvisory Agreement between Franklin *
Advisers, Inc., and Templeton Investment
Counsel, Inc., providing for services to
Franklin Strategic Income Fund dated May 24,
1994
EX-99.B5(v) Amended and Restated Management Agreement *
between Franklin Advisers, Inc., and the
Registrant, on behalf of Franklin California
Growth Fund effective July 12, 1993
EX-99.B5(vi) Management Agreement between Registrant on *
behalf of Franklin Blue Chip Fund and Franklin
Advisers, Inc., effective 13, 1996
EX-99.B5(vii) Management Agreement between Registrant, on *
behalf of Franklin MidCap Growth Fund, and Franklin
Advisers, Inc., dated January 1, 1996.
EX-99.B6(i) Amended and Restated Distribution Agreement *
between Registrant and
Franklin/Templeton Distributors, Inc., on
behalf of all Series except Franklin Strategic
Income Series dated April 23, 1995
EX-99.B6(ii) Amended and Restated Distribution Agreements *
between Registrant and
Franklin/Templeton Distributors, Inc., on
behalf of Franklin Strategic Income Series
dated March 29, 1995
Ex-99.B6(iii) Forms of Dealer Agreement between *
Franklin/Templeton Distributors, Inc., and
dealers
EX-99.B8(i) Custodian Agreement between Registrant and *
Bank of America NT&SA (Franklin Small Cap
Growth Fund) dated May 24, 1994
EX-99.B8(ii) Custodian Agreements between Registrant and *
Citibank Delaware
EX-99.B8(iii) Master Custody Agreement between *
Registrant and Bank of New York dated February
16, 1996
EX-99.B8(iv) Terminal Link Agreement between *
Registrant and Bank of New York dated February
16, 1996
EX-99.B13(i) Letter of Understanding dated August 20, 1991 *
EX-99.B13(ii) Letter of Understanding dated April 12, 1995 *
EX-99.B13(iii) Letter of Understanding for Franklin Natural *
Resources Fund dated June 5, 1995
EX-99.B15(i) Amended and Restated Distribution Plan between *
Franklin Strategic Series and Franklin
Templeton Distributors, Inc., on behalf of
Franklin California Growth Fund, Franklin
Small Cap Growth Fund, Franklin Global Health
Care Fund and Franklin Global Utilities Fund
dated July 1, 1993
EX-99.B15(ii) Distribution Plan between Franklin Strategic *
Series and Franklin Templeton Distributors,
Inc., on behalf of Franklin Global Utilities
Fund-Class II dated March 30, 1995
EX-99.B15(iii) Distribution Plan pursuant to Rule 12b-1 *
between Registrant, on behalf of the Franklin
Strategic Income Fund, and Franklin
Distributors, Inc., dated May 24, 1994
EX-99.B15(iv) Distribution Plan pursuant to Rule 12b-1 *
between the Registrant on behalf of the
Franklin Natural Resources Fund and
Franklin/Templeton Distributors, Inc., dated
June 1, 1995
EX-99.B15(v) Form of Distribution Plan pursuant to Rule *
12b-1 between the Registrant on behalf of Franklin
MidCap Growth Fund and Franklin/Templeton
Distributors Inc.
EX-99.B15(vi) Form of Distribution Plan pursuant to Rule Attached
12b-1 between the Registrant and Franklin Blue
Chip Fund
EX-99.B16(i) Schedule for Computation of Performance *
Quotations
EX-99.B17(i) Power of Attorney for Franklin Strategic *
Series dated February 16, 1995
EX-99.B17(ii) Power of Attorney for MidCap Growth Portfolio *
dated June 29, 1995
EX-99.B17(iii) Certificate of Secretary for Franklin *
Strategic Series dated February 16, 1995
EX-99.B17(iv) Certificate of Secretary for MidCap Growth *
Portfolio dated June 29, 1995
EX-99.B18(i) Form of Multiple Class Plan *
* Incorporated by reference
FRANKLIN STRATEGIC SERIES
on behalf of FRANKLIN BLUE CHIP FUND
Preamble to Distribution Plan
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by
Franklin Strategic Series ("Trust") for the use of its series named Franklin
Blue Chip Fund (the "Fund"), which Plan shall take effect on the date the
shares of the Fund are first offered (the "Effective Date of the Plan"). The
Plan has been approved by a majority of the Board of Trustees of the Trust
(the "Board"), including a majority of the trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the operation of the Plan (the "non-interested trustees"), cast in person at
a meeting called for the purpose of voting on such Plan.
In reviewing the Plan, the Board considered the schedule and nature of
payments and terms of the Management Agreement between the Trust on behalf of
the Fund and Franklin Advisers, Inc. ("Advisers") and the terms of the
Underwriting Agreement between the Trust on behalf of the Fund and
Franklin/Templeton Distributors, Inc. ("Distributors"). The Board concluded
that the compensation of Advisers, under the Management Agreement was fair
and not excessive; however, the Board also recognized that uncertainty may
exist from time to time with respect to whether payments to be made by the
Fund to Advisers, Distributors, or others or by Advisers or Distributors to
others may be deemed to constitute distribution expenses. Accordingly, the
Board determined that the Plan should provide for such payments and that
adoption of the Plan would be prudent and in the best interests of the Fund
and its shareholders. Such approval included a determination that in the
exercise of their reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
the Fund and its shareholders.
DISTRIBUTION PLAN
1. The Fund shall reimburse Distributors or others for all expenses
incurred by Distributors or others in the promotion and distribution of the
shares of the Fund, as well as for shareholder services provided for existing
shareholders of the Fund. These expenses may include, but are not limited
to, the expenses of the printing of prospectuses and reports used for sales
purposes, preparing and distributing sales literature and related expenses,
advertisements, and other distribution-related expenses, including a prorated
portion of Distributors' overhead expenses attributable to the distribution
of Fund shares. These expenses may also include any distribution or service
fees paid to securities dealers or their firms or others. Agreements for the
payment of service fees to securities dealers or their firms or others shall
be in a form which has been approved from time to time by the Board,
including the non-interested trustees.
2. The maximum amount which may be reimbursed by the Fund to Distributors
or others pursuant to Paragraph 1 herein shall be 0.35% per annum of the
average daily net assets of the Fund. Said reimbursement shall be made
quarterly by the Fund to Distributors or others.
3. In addition to the payments which the Fund is authorized to make
pursuant to paragraphs 1 and 2 hereof, to the extent that the Fund, Advisers,
Distributors or other parties on behalf of the Fund, Advisers or Distributors
make payments that are deemed to be payments by the Fund for the financing of
any activity primarily intended to result in the sale of shares issued by the
Fund within the context of Rule 12b-1 under the Act, then such payments shall
be deemed to have been made pursuant to the Plan.
In no event shall the aggregate asset-based sales charges which include
payments specified in paragraphs 1 and 2, plus any other payments deemed to
be made pursuant to the Plan under this paragraph, exceed the amount
permitted to be paid pursuant to the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., Article III, Section 26(d).
4. Distributors shall furnish to the Board, for its review, on a quarterly
basis, a written report of the monies reimbursed to it and to others under
the Plan, and shall furnish the Board with such other information as the
Board may reasonably request in connection with the payments made under the
Plan in order to enable the Board to make an informed determination of
whether the Plan should be continued.
5. The Plan shall continue in effect for a period of more than one year
only so long as such continuance is specifically approved at least annually
by a vote of the Board, including the non-interested trustees, cast in person
at a meeting called for the purpose of voting on the Plan.
6. The Plan, and any agreements entered into pursuant to this Plan, may be
terminated at any time, without penalty, by vote of a majority of the
outstanding voting securities of the Fund or by vote of a majority of the
non-interested trustees, on not more than sixty (60) days' written notice, or
by Distributors on not more than sixty (60) days' written notice, and shall
terminate automatically in the event of any act that constitutes an
assignment of the Management Agreement between the Trust on behalf of the
Fund and Advisers.
7. The Plan, and any agreements entered into pursuant to this Plan, may
not be amended to increase materially the amount to be spent for distribution
pursuant to Paragraph 2 hereof without approval by a majority of the Fund's
outstanding voting securities.
8. All material amendments to the Plan, or any agreements entered into
pursuant to this Plan, shall be approved by a vote of the non-interested
trustees cast in person at a meeting called for the purpose of voting on any
such amendment.
9. So long as the Plan is in effect, the selection and nomination of the
Trust's non-interested trustees shall be committed to the discretion of such
non-interested trustees.
This Plan and the terms and provisions thereof are hereby accepted and agreed
to by the Trust and Distributors as evidenced by their execution hereof.
FRANKLIN STRATEGIC SERIES
on behalf of the Franklin Blue Chip Fund
By:
Deborah R. Gatzek
Vice President & Secretary
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By:
Harmon E. Burns
Executive Vice President
