As filed with the Securities and Exchange Commission on May 25, 1999
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. 35 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 38 (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 (650) 312-2000
DEBORAH R. GATZEK, 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 May 28, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
[x] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant's Prospectus and Statement of Additional Information as
filed with the Securities and Exchange Commission in a Registration
Statement on Form N-1A on March 11, 1999 (File Nos. 33-39088 and 811-6243),
are hereby incorporated by reference.
FRANKLIN STRATEGIC SERIES
FILE NOS. 33-39088 &
811-6243
FORM N-1A
PART C
OTHER INFORMATION
PART C: OTHER INFORMATION
Item 23 Exhibits. The following exhibits are incorporated by reference to
the previously filed document indicated below, except as noted:
(a) Agreement and Declaration of Trust
(i) Agreement and Declaration 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
(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
(v) Certificate of Amendment of Agreement and Declaration of
Trust of Franklin Strategic Series dated April 18, 1995
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: August 6, 1996
(b) By-Laws
(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
(c) Instruments Defining Rights of Security Holders
Not Applicable
(d) Investment Advisory Contracts
(i) Management Agreement between the Registrant, on behalf of
Franklin Global Health Care Fund, Franklin Small Cap
Growth Fund, Franklin Global Utilities Fund, and Franklin
Natural Resources 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) Management Agreement between the Registrant, on behalf of
Franklin Strategic Income Fund, and Franklin Advisers,
Inc., 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
(iii) Subadvisory Agreement between Franklin Advisers, Inc., on
behalf of the Franklin Strategic Income Fund, and
Templeton Investment Counsel, Inc., dated May 24, 1994
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: August 6, 1996
(iv) Amended and Restated Management Agreement between the
Registrant, on behalf of Franklin California Growth Fund,
and Franklin Advisers, Inc., dated 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
(v) Management Agreement between the Registrant, on behalf of
Franklin Blue Chip Fund, and Franklin Advisers, Inc.,
dated 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
(vi) Management Agreement between the Registrant, on behalf of
Franklin Institutional MidCap Growth Fund (now known as
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 27, 1996
(vii) Amendment dated August 1, 1995 to the Management
Agreement between the Registrant, on behalf of Franklin
California Growth Fund, and Franklin Advisers, Inc.,
dated July 12, 1993
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: August 6, 1996
(viii) Amendment dated August 1, 1995 to the Management
Agreement between the Registrant, on behalf of Franklin
Global Health Care Fund, Franklin Small Cap Growth Fund,
Franklin Global Utilities Fund, and Franklin Natural
Resources Fund, and Franklin Advisers, Inc., dated
February 24, 1992
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: August 6, 1996
(ix) Amendment dated August 1, 1995 to the Management
Agreement between the Registrant, on behalf of Franklin
Strategic Income Fund, and Franklin Advisers, Inc., dated
May 24, 1994
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: August 6, 1996
(x) Management Agreement between the Registrant, on behalf of
Franklin Biotechnology Discovery Fund, and Franklin
Advisers, Inc., dated July 15, 1997
Filing: Post-Effective Amendment No. 25 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: August 22, 1997
(xi) Investment Advisory Agreement between the Registrant, on
behalf of Franklin U.S. Long-Short Fund, and Franklin
Advisers, Inc. dated February 18, 1999
Filing: Post-Effective Amendment No. 31 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 11, 1999
(xii) Form of Investment Advisory Agreement between the
Registrant, on behalf of Franklin Large Cap Growth Fund,
and Franklin Advisers, Inc.
Filing: Post-Effective Amendment No. 32 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 24, 1999
(xiii) Form of Investment Advisory Agreement between the
Registrant, on behalf of Franklin Aggressive Growth Fund,
and Franklin Advisers, Inc.
Filing: Post-Effective Amendment No. 33 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: April 9, 1999
(e) Underwriting Contracts
(i) Amended and Restated Distribution Agreement between the
Registrant, on behalf of all Series except Franklin
Strategic Income Fund, 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 Fund,
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) Forms of Dealer Agreements between Franklin/Templeton
Distributors, Inc. and Securities Dealers dated March 1,
1998
Filing: Post-Effective Amendment No. 30 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: December 23, 1998
(f) Bonus or Profit Sharing Contracts
Not Applicable
(g) Custodian Agreements
(i) Master Custody Agreement between the Registrant and Bank
of New York dated February 16, 1996
Filing: Post-Effective Amendment No. 19 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 14, 1996
(ii) Terminal Link Agreement between the Registrant and Bank
of New York dated February 16, 1996
Filing: Post-Effective Amendment No. 19 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 14, 1996
(iii) Amendment dated May 7, 1997 to Master Custody Agreement
between Registrant and Bank of New York dated February
16, 1996
Filing: Post-Effective Amendment No. 27 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 13, 1998
(iv) Amendment dated February 27, 1998 to Master Custody
Agreement between Registrant and Bank of New York dated
February 16, 1996
Filing: Post-Effective Amendment No. 30 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: December 23, 1998
(v) Foreign Custody Manager Agreement between the Registrant
and The Bank of New York dated February 27, 1998
Filing: Post-Effective Amendment No. 30 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: December 23, 1998
(h) Other Material Contracts
(i) Subcontract for Fund Administrative Services dated
October 1, 1996 and Amendment thereto dated April 30,
1998 between Franklin Advisers, Inc. and Franklin
Templeton Services, Inc.
Filing: Post-Effective Amendment No. 30 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: December 23, 1998
(ii) Administration Agreement between the Registrant, on
behalf of Franklin Biotechnology Discovery Fund, and
Franklin Templeton Services, Inc., dated July 15, 1997
Filing: Post-Effective Amendment No. 25 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: August 22, 1997
(iii) Fund Administration Agreement between the Registrant, on
behalf of Franklin U.S. Long-Short Fund, and Franklin
Templeton Services, Inc. dated February 18, 1999
Filing: Post-Effective Amendment No. 31 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 11, 1999
(iv) Form of Fund Administration Agreement between the
Registrant, on behalf of Franklin Large Cap Growth Fund,
and Franklin Templeton Services, Inc.
Filing: Post-Effective Amendment No. 32 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 24, 1999
(v) Form of Fund Administration Agreement between the
Registrant, on behalf of Franklin Aggressive Growth Fund,
and Franklin Templeton Services, Inc.
Filing: Post-Effective Amendment No. 33 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: April 9, 1999
(i) Legal Opinion
(i) Opinion and consent of counsel dated March 8, 1999
Filing: Post-Effective Amendment No. 31 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 11, 1999
(j) Other Opinions
Not Applicable
(k) Omitted Financial Statements
Not Applicable
(l) Initial Capital Agreements
(i) Letter of Understanding for Franklin California Growth
Fund 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 for Franklin Global Utilities
Fund - Class II 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 for Franklin Natural Resources
Fund 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
(iv) Letter of Understanding for Franklin California Growth
Fund-Class II dated August 30, 1996
Filing: Post-Effective Amendment No. 27 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 13, 1998
(v) Letter of Understanding for Franklin Global Health Care
Fund dated August 30, 1996
Filing: Post-Effective Amendment No. 27 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 13, 1998
(vi) Letter of Understanding for Franklin Blue Chip Fund dated
May 24, 1996
Filing: Post-Effective Amendment No. 27 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 13, 1998
(vii) Letter of Understanding for Franklin Biotechnology
Discovery Fund dated September 5, 1997
Filing: Post-Effective Amendment No. 27 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 13, 1998
(viii) Letter of Understanding for Franklin U.S. Long-Short Fund
[To be supplied by amendment]
(ix) Letter of Understanding for Franklin Large Cap Growth Fund
[To be supplied by amendment]
(x) Letter of Understanding for Franklin Aggressive Growth
Fund
[To be supplied by amendment]
(m) Rule 12b-1 Plan
(i) Amended and Restated Distribution Plan between the
Registrant, on behalf of Franklin California Growth Fund,
Franklin Small Cap Growth Fund, Franklin Global Health
Care Fund and Franklin Global Utilities Fund, and
Franklin/Templeton 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 the Registrant, 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/Templeton Distributors, Inc., 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
(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
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 1, 1995
(v) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of the Franklin MidCap Growth Fund,
and Franklin/Templeton Distributors, Inc., dated June 1,
1996
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: August 7, 1996
(vi) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of the Franklin Blue Chip Fund, and
Franklin/Templeton Distributors, Inc., dated May 28, 1996
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: August 7, 1996
(vii) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin Small Cap Growth Fund -
Class II, and Franklin/Templeton Distributors, Inc.,
dated September 29, 1995
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: August 7, 1996
(viii) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin Biotechnology Discovery
Fund and Franklin/Templeton Distributors, Inc., dated
September 15, 1997
Filing: Post-Effective Amendment No. 27 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 13, 1998
(ix) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin California Growth Fund
- Class II and Franklin Global Health Care Fund - Class
II, and Franklin/Templeton Distributors, Inc., dated
September 3, 1996
Filing: Post-Effective Amendment No. 26 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: August 29, 1997
(x) Distribution Plan pursuant to Rule 12b-1 between
Registrant, on behalf of Franklin Strategic Income Fund -
Class II, and Franklin/Templeton Distributors, Inc. dated
February 26, 1998
Filing: Post-Effective Amendment No. 28 to Registration
Statement on Form N-1A
File No. 33-39088
Filing date: April 21, 1998
(xi) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin California Growth Fund
- Class B, and Franklin/Templeton Distributors, Inc.
dated October 16, 1998
Filing: Post-Effective Amendment No. 33 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 24, 1999
(xii) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin Global Health Care Fund
- Class B, and Franklin/Templeton Distributors, Inc.
dated October 16, 1998
Filing: Post-Effective Amendment No. 33 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 24, 1999
(xiii) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin Global Utilities Fund -
Class B, and Franklin/Templeton Distributors, Inc. dated
October 16, 1998
Filing: Post-Effective Amendment No. 33 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 24, 1999
(xiv) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin Strategic Income Fund -
Class B, and Franklin/Templeton Distributors, Inc. dated
October 16, 1998
Filing: Post-Effective Amendment No. 33 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 24, 1999
(xv) Form of Distribution Plan pursuant to Rule 12b-1 between
the Registrant, on behalf of Franklin U.S. Long-Short
Fund, and Franklin Templeton Distributors, Inc.
[To be supplied by amendment]
(xvi) Form of Distribution Plan pursuant to Rule 12b-1 between
the Registrant, on behalf of Franklin Large Cap Growth
Fund, and Franklin Templeton Distributors, Inc.
[To be supplied by amendment]
(xvii)Form of Distribution Plan pursuant to Rule 12b-1 between
the Registrant, on behalf of Franklin Aggressive Growth
Fund, and Franklin Templeton Distributors, Inc.
[To be supplied by amendment]
(o) Rule 18f-3 Plan
(i) Multiple Class Plan for Franklin Global Utilities Fund
dated April 16, 1998
Filing: Post-Effective Amendment No. 33 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 24, 1999
(ii) Multiple Class Plan for Franklin California Growth Fund
dated April 16, 1998
Filing: Post-Effective Amendment No. 33 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 24, 1999
(iii) Multiple Class Plan for Franklin Global Health Care Fund
dated April 16, 1998
Filing: Post-Effective Amendment No. 33 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 24, 1999
(iv) Multiple Class Plan for Franklin Small Cap Growth Fund
dated June 18, 1996
Filing: Post-Effective Amendment No. 24 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: December 11, 1996
(v) Multiple Class Plan for Franklin Natural Resources Fund
dated June 18, 1996
Filing: Post-Effective Amendment No. 24 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: December 11, 1996
(vi) Multiple Class Plan for Franklin Strategic Income Fund
dated February 18, 1999
Filing: Post-Effective Amendment No. 32 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 24, 1999
(vii) Form of Multiple Class Plan for Franklin Large Cap Growth
Fund
Filing: Post-Effective Amendment No. 32 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: March 24, 1999
(viii) Form of Multiple Class Plan for Franklin Aggressive
Growth Fund
Filing: Post-Effective Amendment No. 33 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: April 9, 1999
(p) Power of Attorney
(i) Power of Attorney for Franklin Strategic Series dated
April 16, 1998
Filing: Post-Effective Amendment No. 28 to Registration
Statement on Form N-1A
File No. 33-39088
Filing date: April 21, 1998
(ii) Certificate of Secretary for Franklin Strategic Series
dated April 16, 1998
Filing: Post-Effective Amendment No. 28 to Registration
Statement on Form N-1A
File No. 33-39088
Filing date: April 21, 1998
(27) Financial Data Schedule
Not Applicable
Item 24 Persons Controlled by or Under Common Control with the Fund
None
Item 25. 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 of 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 26 Business and Other Connections of the Investment Adviser
a) Franklin Advisers, Inc.
The officers and directors of the Registrant's manager Franklin Advisers,
Inc. ("Advisers") also serve as officers and/or directors for (1) Advisers'
corporate parent, Franklin Resources, Inc., and/or (2) other investment
companies in the Franklin Templeton Group of Funds. In addition, Mr. Charles
B. Johnson was formerly a director of General Host Corporation. For
additional information please see Part B and Schedules A and D of Form ADV of
Advisers (SEC File 801-26292) incorporated herein by reference, which sets
forth the officers and directors of Advisers and information as to any
business, profession, vocation or employment of a substantial nature engaged
in by those officers and directors during the past two years.
b) 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 27 Principal Underwriters
a) Franklin/Templeton Distributors, Inc., ("Distributors") also acts as
principal underwriter of shares of:
Franklin Asset Allocation Fund
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 Floating Rate Trust
Franklin Gold Fund
Franklin High Income Trust
Franklin Investors Securities Trust
Franklin Managed Trust
Franklin Money Fund
Franklin Mutual Series Fund Inc.
Franklin Municipal Securities Trust
Franklin New York Tax-Free Income Fund
Franklin New York Tax-Free Trust
Franklin Real Estate Securities Trust
Franklin Strategic Mortgage Portfolio
Franklin Tax-Exempt Money Fund
Franklin Tax-Free Trust
Franklin Templeton Fund Allocator Series
Franklin Templeton Global Trust
Franklin Templeton International Trust
Franklin Templeton Money Fund Trust
Franklin Value Investors Trust
Franklin Valuemark Funds
Institutional Fiduciary Trust
Templeton Capital Accumulator Fund, Inc.
Templeton Developing Markets Trust
Templeton Funds, Inc.
Templeton Global Investment Trust
Templeton Global Opportunities Trust
Templeton Global Real Estate Fund
Templeton Global Smaller Companies Fund, Inc.
Templeton Growth Fund, Inc.
Templeton Income Trust
Templeton Institutional Funds, 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 28 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 29 Management Services
There are no management-related service contracts not discussed in Part A or
Part B.
Item 30 Undertakings
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all 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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of San Mateo and the State of
California, on the 25th day of May, 1999.
Franklin Strategic Series
(Registrant)
By: Rupert H. Johnson, Jr.
Rupert H. Johnson, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated:
Rupert H. Johnson, Jr.* Principal Executive Officer
Rupert H. Johnson, Jr. and Trustee
Dated: May 25, 1999
Martin L. Flanagan* Principal Financial Officer
Martin L. Flanagan Dated: May 25, 1999
Diomedes Loo-Tam* Principal Accounting Officer
Diomedes Loo-Tam Dated: May 25, 1999
Frank H. Abbott, III* Trustee
Frank H. Abbott, III Dated: May 25, 1999
Harris J. Ashton* Trustee
Harris J. Ashton Dated: May 25, 1999
Harmon E. Burns* Trustee
Harmon E. Burns Dated: May 25, 1999
S. Joseph Fortunato* Trustee
S. Joseph Fortunato Dated: May 25, 1999
Edith E. Holiday* Trustee
Edith E. Holiday Dated: May 25, 1999
Charles B. Johnson* Trustee
Charles B. Johnson Dated: May 25, 1999
Frank W.T. LaHaye* Trustee
Frank W.T. LaHaye Dated: May 25, 1999
Gordon S. Macklin* Trustee
Gordon S. Macklin Dated: May 25, 1999
By: /s/Karen L. Skidmore
Attorney-in-Fact
(Pursuant to Power of Attorney previously filed)
FRANKLIN STRATEGIC SERIES
REGISTRATION STATEMENT
EXHIBITS INDEX
EXHIBIT NO. DESCRIPTION LOCATION
EX-99.(a)(i) Agreement and Declaration of Trust of *
Franklin California 250 Growth Index
Fund dated January 22, 1991
EX-99.(a)(ii) Certificate of Trust of Franklin *
California 250 Growth Index Fund dated
January 22, 1991
EX-99.(a)(iii) Certificate of Amendment to the *
Certificate of Trust of Franklin
California 250 Growth Index Fund dated
November 19, 1991
EX-99.(a)(iv) Certificate of Amendment to the *
Certificate of Trust of Franklin
Strategic Series dated May 14, 1992
EX-99.(a)(v) Certificate of Amendment of Agreement *
and Declaration of Trust of Franklin
Strategic Series dated April 18, 1995
EX-99.(b)(i) Amended and Restated By-Laws of Franklin *
California 250 Growth Index Fund as of
April 25, 1991
EX-99.(b)(ii) Amendment to By-Laws dated October 27, *
1994
EX-99.(d)(i) Management Agreement between the *
Registrant, on behalf of Franklin Global
Health Care Fund, Franklin Small Cap
Growth Fund, Franklin Global Utilities
Fund, and Franklin Natural Resources
Fund, and Franklin Advisers, Inc., dated
February 24, 1992
EX-99.(d)(ii) Management Agreement between the *
Registrant, on behalf of Franklin
Strategic Income Fund, and Franklin
Advisers, Inc., dated May 24, 1994
EX-99.(d)(iii) Subadvisory Agreement between Franklin *
Advisers, Inc., on behalf of the
Franklin Strategic Income Fund, and
Templeton Investment Counsel, Inc.,
dated May 24, 1994
EX-99.(d)(iv) Amended and Restated Management *
Agreement between the Registrant, on
behalf of Franklin California Growth
Fund, and Franklin Advisers, Inc., dated
July 12, 1993
EX-99.(d)(v) Management Agreement between the *
Registrant, on behalf of Franklin Blue
Chip Fund, and Franklin Advisers, Inc.,
dated February 13, 1996
EX-99.(d)(vi) Management Agreement between the *
Registrant, on behalf of Franklin
Institutional MidCap Growth Fund (now
known as Franklin MidCap Growth Fund),
and Franklin Advisers, Inc., dated
January 1, 1996
EX-99.(d)(vii) Amendment dated August 1, 1995 to the *
Management Agreement between the
Registrant, on behalf of Franklin
California Growth Fund, and Franklin
Advisers, Inc., dated July 12, 1993
EX-99.(d)(viii) Amendment dated August 1, 1995 to the *
Management Agreement between the
Registrant, on behalf of Franklin Global
Health Care Fund, and Franklin Small Cap
Growth Fund, Franklin Global Utilities
Fund, and Franklin Natural Resources
Fund, and Franklin Advisers, Inc., dated
February 24, 1992
EX-99.(d)(ix) Amendment dated August 1, 1995 to the *
Management Agreement between the
Registrant on behalf of Franklin
Strategic Income Fund, and Franklin
Advisers, Inc., dated May 24, 1994
EX-99.(d)(x) Management Agreement between the *
Registrant, on behalf of Franklin
Biotechnology Discovery Fund, and
Franklin Advisers, Inc., dated July 15,
1997
EX-99.(d)(xi) Investment Advisory Agreement between *
the Registrant, on behalf of Franklin
U.S. Long-Short Fund, and Franklin
Advisers, Inc. dated February 18, 1999
EX-99.(d)(xii) Form of Investment Advisory Agreement *
between the Registrant, on behalf of
Franklin Large Cap Growth Fund, and
Franklin Advisers, Inc.
EX-99.(d)(xiii) Form of Investment Advisory Agreement *
between the Registrant, on behalf of
Franklin Aggressive Growth Fund, and
Franklin Advisers, Inc.
EX-99.(e)(i) Amended and Restated Distribution *
Agreement between the Registrant, on
behalf of all Series except Franklin
Strategic Income Fund, and
Franklin/Templeton Distributors, Inc.,
dated April 23, 1995
EX-99.(e)(ii) Amended and Restated Distribution *
Agreement between the Registrant, on
behalf of Franklin Strategic Income
Fund, and Franklin/Templeton
Distributors, Inc., dated March 29, 1995
EX-99.(e)(iii) Forms of Dealer Agreements between *
Franklin/Templeton Distributors, Inc.,
and Securities Dealers dated March 1,
1998
EX-99.(g)(i) Master Custody Agreement between the *
Registrant and Bank of New York dated
February 16, 1996
EX-99.(g)(ii) Terminal Link Agreement between the *
Registrant and Bank of New York dated
February 16, 1996
EX-99.(g)(iii) Amendment dated May 7, 1997 to Master *
Custody Agreement between Registrant and
Bank of New York dated February 16, 1996
EX-99.(g)(iv) Amendment dated February 27, 1998 to *
Master Custody Agreement between
Registrant and Bank of New York dated
February 16, 1996
EX-99.(g)(v) Foreign Custody Manager Agreement *
between the Registrant and The Bank of
New York dated February 27, 1998
EX-99.(h)(i) Subcontract for Fund Administrative *
Services dated October 1, 1996 and
Amendment thereto dated April 30, 1998
between Franklin Advisers, Inc. and
Franklin Templeton Services, Inc.
EX-99.(h)(ii) Administration Agreement between the *
Registrant, on behalf of Franklin
Biotechnology Discovery Fund, and
Franklin Templeton Services, Inc., dated
July 15, 1997
EX-99.(h)(iii) Fund Administration Agreement between *
the Registrant, on behalf of Franklin
U.S. Long-Short Fund, and Franklin
Templeton Services, Inc. dated February
18, 1999
EX-99.(h)(iv) Form of Fund Administration Agreement *
between the Registrant, on behalf of
Franklin Large Cap Growth Fund, and
Franklin Templeton Services, Inc.
EX-99.(h)(v) Form of Fund Administration Agreement *
between the Registrant, on behalf of
Franklin Aggressive Growth Fund, and
Franklin Templeton Services, Inc.
EX-99.(i)(i) Opinion and consent of counsel dated *
March 8, 1999
EX-99.(l)(i) Letter of Understanding for California *
Growth Fund dated August 20, 1991
EX-99.(l)(ii) Letter of Understanding for Franklin *
Global Utilities Fund dated April 12,
1995
EX-99.(l)(iii) Letter of Understanding for Franklin *
Natural Resources Fund dated June 5, 1995
EX-99.(l)(iv) Letter of Understanding for Franklin *
California Growth Fund dated August 30,
1996
EX-99.(l)(v) Letter of Understanding for Franklin *
Global Health Care Fund dated August 30,
1996
EX-99.(l)(vi) Letter of Understanding for Franklin *
Blue Chip Fund dated May 24, 1996
EX-99.(l)(vii) Letter of Understanding for Franklin *
Biotechnology Discovery Fund dated
September 5, 1997
EX-99.(l)(viii) Letter of Understanding for Franklin **
U.S. Long-Short Fund
EX-99.(l)(ix) Letter of Understanding for Franklin **
Large Cap Growth Fund
EX-99.(l)(x) Letter of Understanding for Franklin **
Aggressive Growth Fund
EX-99.(m)(i) Amended and Restated Distribution Plan *
between the Registrant, on behalf of
Franklin California Growth Fund,
Franklin Small Cap Growth Fund, Franklin
Global Health Care Fund and Franklin
Global Utilities Fund, and
Franklin/Templeton Distributors, Inc.,
dated July 1, 1993
EX-99.(m)(ii) Distribution Plan between the *
Registrant, on behalf of Franklin Global
Utilities Fund - Class II, and
Franklin/Templeton Distributors, Inc.,
dated March 30, 1995
EX-99.(m)(iii) Distribution Plan pursuant to Rule 12b-1 *
between the Registrant, on behalf of
Franklin Strategic Income Fund, and
Franklin/Templeton Distributors, Inc.,
dated May 24, 1994
EX-99.(m)(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.(m)(v) Distribution Plan pursuant to Rule 12b-1 *
between the Registrant, on behalf of the
Franklin MidCap Growth Fund, and
Franklin/Templeton Distributors, Inc.,
dated June 1, 1996
EX-99.(m)(vi) Distribution Plan pursuant to Rule 12b-1 *
between the Registrant, on behalf of the
Franklin Blue Chip Fund, and
Franklin/Templeton Distributors, Inc.,
dated May 28, 1996
EX-99.(m)(vii) Distribution Plan pursuant to Rule 12b-1 *
between the Registrant, on behalf of
Franklin Small Cap Growth Fund - Class
II, and Franklin/Templeton Distributors,
Inc., dated September 29, 1995
EX-99.(m)(viii) Distribution Plan pursuant to Rule 12b-1 *
between the Registrant, on behalf of
Franklin Biotechnology Discovery Fund,
and Franklin/Templeton Distributors,
Inc., dated September 15, 1997
EX-99.(m)(ix) Distribution Plan pursuant to Rule 12b-1 *
between the Registrant, on behalf of
Franklin California Growth Fund - Class
II, and Franklin Global Health Care Fund
- Class II, and Franklin/Templeton
Distributors, Inc., dated September 3,
1996
EX-99.(m)(x) Distribution Plan pursuant to Rule 12b-1 *
between Registrant on behalf of Franklin
Strategic Income Fund - Class II, and
Franklin/Templeton Distributors, Inc.
dated February 26, 1998
EX-99.(m)(xi) Distribution Plan pursuant to Rule 12b-1 *
between the Registrant, on behalf of
California Growth Fund - Class B, and
Franklin/Templeton Distributors, Inc.
dated October 16, 1998
EX-99.(m)(xii) Distribution Plan pursuant to Rule 12b-1 *
between the Registrant, on behalf of
Franklin Global Health Care Fund - Class
B, and Franklin/Templeton Distributors,
Inc. dated October 16, 1998
EX-99.(m)(xiii) Distribution Plan pursuant to Rule 12b-1 *
between the Registrant, on behalf of
Franklin Global Utilities Fund - Class
B, and Franklin/Templeton Distributors,
Inc. dated October 16, 1998
EX-99.(m)(xiv) Distribution Plan pursuant to Rule 12b-1 *
between the Registrant, on behalf of
Franklin Strategic Income Fund - Class
B, and Franklin/Templeton Distributors,
Inc. dated October 16, 1998
EX-99.(m)(xv) Form of Distribution Plan pursuant to **
Rule 12b-1 between the Registrant, on
behalf of Franklin U.S. Long-Short Fund
and Franklin/Templeton Distributors, Inc.
EX-99.(m)(xvi) Form of Distribution Plan pursuant to **
Rule 12b-1 between the Registrant, on
behalf of Franklin Large Cap Growth Fund
and Franklin/Templeton Distributors, Inc.
EX-99.(m)(xvii) Form of Distribution Plan pursuant to **
the Rule 12b-1 between the Registrant,
on behalf of Franklin Aggressive Growth
Fund and Franklin/Templeton
Distributors, Inc.
EX-99.(o)(i) Multiple Class Plan for Franklin Global *
Utilities Fund dated April 16, 1998
EX-99.(o)(ii) Multiple Class Plan for Franklin *
California Growth Fund dated April 16,
1998
EX-99.(o)(iii) Multiple Class Plan for Franklin Global *
Health Care Fund dated April 16, 1998
EX-99.(o)(iv) Multiple Class Plan for Franklin Small *
Cap Growth Fund dated June 18, 1996
EX-99.(o)(v) Multiple Class Plan for Franklin Natural *
Resources Fund dated June 18, 1996
EX-99.(o)(vi) Multiple Class Plan for Franklin *
Strategic Income Fund dated February 18,
1999
EX-99.(o)(vii) Form of Multiple Class Plan for Franklin *
Large Cap Growth Fund
EX-99.(o)(viii) Form of Multiple Class Plan for Franklin *
Aggressive Growth Fund
EX-99.(p)(i) Power of Attorney for Franklin Strategic *
Series dated April 16, 1998
EX-99.(p)(ii) Certificate of Secretary for Franklin *
Strategic Series dated April 16, 1998
* Incorporated by reference
** To be supplied by Amendment
