FRANKLIN STRATEGIC SERIES, 485APOS, EX-99.(L)(XI), 2000-06-30

FRANKLIN STRATEGIC SERIES
485APOS, EX-99.(L)(XI), 2000-06-30

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                      FRANKLIN STRATEGIC SERIES

            ACTION OF SOLE SHAREHOLDER BY WRITTEN CONSENT



           The  undersigned,  being the sole  shareholder of the Franklin Small
Cap Growth Fund II (the  "Fund"),  a series of Franklin  Strategic  Series (the
"Trust"),  does hereby take the  following  actions and does hereby  consent to
the following resolutions:


      RESOLVED:      That  the  terms  and  conditions  of  the  Investment
                     Advisory  Agreement  dated  May 1, 2000  entered  into
                     between  Franklin  Advisers,  Inc. and the Trust,  be,
                     and it hereby is, approved for the Fund.


           By  execution  hereof,  the  undersigned  shareholder  waives  prior
notice of the foregoing action by written consent.



                                          FRANKLIN RESOURCES, INC.


                                          By:  /s/ H.E. Burns
                                               Harmon E. Burns
                                               Vice Chairman,
                                               Member - Office of the Chairman



Dated:  April 28, 2000