FRANKLIN STRATEGIC SERIES
ON BEHALF OF
FRANKLIN TECHNOLOGY 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 the Class A shares of its
series named FRANKLIN TECHNOLOGY 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 Investment Advisory 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 Investment Advisory 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 pay to Distributors or others for 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. Distribution 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; or for certain promotional distribution charges paid to
broker-dealer firms or others, or for participation in certain distribution
channels. Shareholder service expenses may include, but are not limited to,
the expenses of assisting in establishing and maintaining customer accounts
and records, assisting with purchase and redemption requests, arranging for
bank wires, monitoring dividend payments from the Fund on behalf of
customers, forwarding certain shareholder communications from the Fund to
customers, receiving and answering correspondence, and aiding in maintaining
the investment of their respective customers in the Fund. These expenses may
also include any distribution or service fees paid to securities dealers or
their firms or others. Agreements for the payment of distribution and
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 shall be paid 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 payment shall be made quarterly by the
Fund to Distributors or others.
3. In addition to the payments which the Fund shall 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 Rule 2830(d) of the Conduct Rules of the
National Association of Securities Dealers, Inc.
4. Distributors shall furnish to the Board, for its review, on a quarterly
basis, a written report of the monies paid 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 Investment Advisory 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
FRANKLIN TECHNOLOGY FUND
By: /s/ David P. Goss
David P. Goss
Title: Vice President
& Assistant Secretary
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By: /s/ H.E. Burns
Harmon E. Burns
Title: Executive Vice President
Dated: May 1, 2000
