File No. 333-35294
AS FILED OCTOBER 6, 2000
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. |1|
(Check appropriate box or boxes)
FRANKLIN STRATEGIC SERIES
(Exact Name of Registrant as Specified in Charter)
(650) 312-2000
(Area Code and Telephone Number)
777 MARINERS ISLAND BLVD.
SAN MATEO, CA 94404-7777
Address of Principal Executive Offices:
(Number, Street, City, State, Zip Code)
MURRAY SIMPSON, ESQUIRE
777 MARINERS ISLAND BLVD.
SAN MATEO, CA 94404-7777
Name and Address of Agent for Service:
(Number and Street) (City) (State) (Zip Code)
Copies to:
DEBORAH R. GATZEK, ESQUIRE
STRADLEY, RONON, STEVENS & YOUNG, LLP
1810 GATEWAY DRIVE, SUITE 115
SAN MATEO, CA 94404
TITLE OF THE SECURITIES BEING REGISTERED: SHARES OF BENEFICIAL INTEREST,
PAR VALUE $.01 PER SHARE, OF FRANKLIN CALIFORNIA GROWTH FUND - CLASS A. NO
FILING FEE IS DUE BECAUSE REGISTRANT IS RELYING ON SECTION 24(F) OF THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
PART A
Part A of the Franklin Strategic Series N-14 is incorporated herein by reference
to the electronic filing made on June 2, 2000, under File No. 333-35294.
PART B
Part B of the Franklin Strategic Series N-14 is incorporated herein by reference
to the electronic filing made on June 2, 2000, under File No. 333-35294.
PART C
OTHER INFORMATION
ITEM 15. 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 16 EXHIBITS. The following exhibits are incorporated by reference to the
previously filed document indicated below, except Exhibits 4(a), 9(f), and
12(a):
(1) Copies of the charter of the Registrant as now in effect;
(a) 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
(b) Certificate of Trust 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
(c) Certificate of Amendment to the Certificate of Trust
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
(d) 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
(e) 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
(2) Copies of the existing by-laws or corresponding instruments of the
Registrant;
(a) Amended and Restated By-Laws 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
(b) 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 affecting more than five
percent of any class of equity securities of the Registrant;
Not Applicable
(4) Copies of the agreement of acquisition, reorganization, merger,
liquidation and any amendments to it;
(a) Plan of Reorganization dated May 26, 2000
(5) Copies of all instruments defining the rights of holders of the
securities being registered including, where applicable, the
relevant portion of the articles of incorporation or by-laws of the
Registrant;
Not Applicable
(6) Copies of all investment advisory contracts relating to the
management of the assets of the Registrant;
(a) 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
(b) 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
(c) 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
(d) 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
(e) 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
(f) 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
(g) 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
(h) 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
(i) 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
(j) 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
(k) 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
(l) Investment Advisory Agreement between the Registrant, on
behalf of Franklin Large Cap Growth Fund, and Franklin
Advisers, Inc. dated May 18, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(m) Investment Advisory Agreement between the Registrant, on
behalf of Franklin Aggressive Growth Fund, and Franklin
Advisers, Inc. dated May 18, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(n) Investment Advisory Agreement between the
Registrant, on behalf of Franklin Technology Fund, and
Franklin Advisers, Inc. dated May 1, 2000
Filing: Post-Effective Amendment No. 40 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 30, 2000
(o) Investment Advisory Agreement between the
Registrant, on behalf of Franklin Small Cap Growth Fund
II, and Franklin Advisers, Inc. dated May 1, 2000
Filing: Post-Effective Amendment No. 40 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 30, 2000
(7) 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;
(a) 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
(b) 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
(c) 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
(d) Amendment of Amended and Restated Distribution Agreement
between the Registrant on behalf of Franklin Strategic
Income Fund, and Franklin/Templeton Distributors, Inc.
dated January 12, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(e) Amendment of Amended and Restated Distribution Agreement
between the Registrant on behalf of all series except
Franklin Strategic Income Fund, and Franklin/Templeton
Distributors, Inc. dated January 12, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(8) 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.
Furnish a reasonably detailed description of any plan that is not
set forth in a formal document;
Not Applicable
(9) Copies of all custodian agreements and depository contracts under
Section 17(f) of the 1940 Act for securities and similar investments
of the Registrant, including the schedule of remuneration;
(a) 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
(b) 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
(c) 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
(d) 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
(e) Foreign Custody Manager Agreement between the Registrant
and 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
(f) Amendment dated August 30, 2000 to Exhibit A of the
Master Custody Agreement
(10) Copies of any plan entered into by Registrant pursuant to Rule 12b-1
under the 1940 Act and any agreements with any person relating to
implementation of the plan, and copies of any plan entered into by
Registrant pursuant to Rule 18f-3 under the 1940 Act, any agreement
with any person relating to implementation of the plan, any
amendment to the plan, and a copy of the portion of the minutes of
the meeting of the Registrant's trustees describing any action taken
to revoke the plan;
(a) 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
(b) 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
(c) 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
(d) 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
(e) 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
(f) 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
(g) 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
(h) 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
(i) 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
(j) 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
(k) 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
(l) 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
(m) 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
(n) 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
(o) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin U.S. Long-Short Fund,
and Franklin/Templeton Distributors, Inc. dated April 15,
1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(p) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin Large Cap Growth Fund -
Class A, and Franklin/Templeton Distributors, Inc. dated
May 18, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(q) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin Aggressive Growth Fund -
Class A, and Franklin/Templeton Distributors, Inc.
dated May 18, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(r) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin Large Cap Growth Fund -
Class B, and Franklin/Templeton Distributors, Inc.
dated May 18, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(s) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin Aggressive Growth Fund -
Class B, and Franklin/Templeton Distributors, Inc.
dated May 18, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(t) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin Large Cap Growth Fund -
Class C, and Franklin/Templeton Distributors, Inc. dated
May 18, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(u) Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Franklin Aggressive Growth Fund -
Class C, and Franklin/Templeton Distributors, Inc.
dated May 18, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(v) Form of Distribution Plan pursuant to Rule 12b-1 between
the Registrant, on behalf of Franklin Blue Chip Fund -
Class B, and Franklin/Templeton Distributors, Inc.
Filing: Post-Effective Amendment No. 38 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: January 28, 2000
(w) Form of Distribution Plan pursuant to Rule 12b-1 between
the Registrant, on behalf of Franklin Blue Chip Fund -
Class C, and Franklin/Templeton Distributors, Inc.
Filing: Post-Effective Amendment No. 38 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: January 28, 2000
(x) 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
(y) 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
(z) 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
(aa) 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
(bb) 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
(cc) 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
(dd) Multiple Class Plan for Franklin Large Cap Growth Fund
dated May 18, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(ee) Multiple Class Plan for Franklin Aggressive Growth Fund
dated May 18, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(ff) Form of Multiple Class Plan for Franklin Blue Chip Fund
Filing: Post-Effective Amendment No. 38 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: January 28, 2000
(11) 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;
(a) 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
(12) An opinion, and consent to their use, of counsel or, in lieu of an
opinion, a copy of the revenue ruling from the Internal Revenue
Service, supporting the tax matters and consequences to shareholders
discussed in the prospectus;
(a) Opinion and Consent of Counsel Supporting Tax
Matters and Consequences to Shareholders
(13) Copies of all material contracts of the Registrant not made in the
ordinary course of business which are to be performed in whole or in
part on or after the date of filing the registration statement;
(a) 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
(b) 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
(c) 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
(d) Fund Administration Agreement between the Registrant, on
behalf of Franklin Large Cap Growth Fund, and Franklin
Templeton Services, Inc. dated May 18, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(e) Fund Administration Agreement between the Registrant, on
behalf of Franklin Aggressive Growth Fund, and Franklin
Templeton Services, Inc. dated May 18, 1999
Filing: Post-Effective Amendment No. 37 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: June 25, 1999
(f) Form of Fund Administration Agreement between the
Registrant, on behalf of Franklin Technology Fund, and
Franklin Advisers, Inc.
Filing: Post-Effective Amendment No. 39 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: February 16, 2000
(g) Form of Fund Administration Agreement between the
Registrant, on behalf of Franklin Small Cap Growth Fund II,
and Franklin Advisers, Inc.
Filing: Post-Effective Amendment No. 39 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: February 16, 2000
(14) Copies of any other opinions, appraisals, or rulings, and consents
to their use, relied on in preparing the registration statement and
required by Section 7 of the 1933 Act;
(15) all financial statements omitted pursuant to Items 14(a)(1);
Not Applicable
(16) Manually signed copies of any power of attorney pursuant to which
the name of any person has been signed to the registration
statement; and
(a) Power of Attorney for Franklin Strategic Series dated
January 20, 2000
Filing: Post-Effective Amendment No. 38 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: January 28, 2000
(b) Certificate of Secretary dated January 27, 2000
Filing: Post-Effective Amendment No. 38 to Registration
Statement on Form N-1A
File No. 33-39088
Filing Date: January 28, 2000
(17) Any additional exhibits which the registrant may wish to file.
Not Applicable
ITEM 17 UNDERTAKINGS
(a) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of
prospectus which is part of this registration statement by
any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act,
the reoffering prospectus will contain the information
called for by the applicable registration form for
reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items
of the applicable form.
(b) The undersigned Registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as
part of an amendment to the registration statement and will
not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new
registrations statement for the securities offered therein,
and the offering of the securities at that time shall be
deemed top be the initial bona fide offering of them.
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 6th day
of October, 2000.
FRANKLIN STRATEGIC SERIES
(Registrant)
By: RUPERT H. JOHNSON, JR.*
Rupert H. Johnson, Jr.
President
As required by 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: October 6, 2000
MARTIN L. FLANAGAN* Principal Financial Officer
Martin L. Flanagan Dated: October 6, 2000
KIMBERLEY H. MONASTERIO* Principal Accounting Officer
Kimberley H. Monasterio Dated: October 6, 2000
FRANK H. ABBOTT, III* Trustee
Frank H. Abbott, III Dated: October 6, 2000
HARRIS J. ASHTON* Trustee
Harris J. Ashton Dated: October 6, 2000
HARMON E. BURNS* Trustee
Harmon E. Burns Dated: October 6, 2000
S. JOSEPH FORTUNATO* Trustee
S. Joseph Fortunato Dated: October 6, 2000
EDITH E. HOLIDAY* Trustee
Edith E. Holiday Dated: October 6, 2000
CHARLES B. JOHNSON* Trustee
Charles B. Johnson Dated: October 6, 2000
FRANK W.T. LAHAYE* Trustee
Frank W.T. LaHaye Dated: October 6, 2000
GORDON S. MACKLIN* Trustee
Gordon S. Macklin Dated: Octoebr 6, 2000
By: /s/David P. Goss
Attorney-in-Fact
(Pursuant to Power of Attorney previously filed)
FRANKLIN STRATEGIC SERIES
REGISTRATION STATEMENT
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-99.(4)(a) Plan of Reorganization dated May 26, 2000
EX-99.(9)(f) Amendment dated August 30, 2000 to Exhibit A of the
Master Custody Agreement
EX-99.(12)(a) Opinion and Consent of Counsel Supporting Tax
Matters and Consequences to Shareholders
