FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
N-30D, 1995-11-29
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Fund Objective:

The Franklin  Strategic Mortgage Portfolio seeks to obtain a high level of total
return relative to the performance of the general  mortgage  securities  market.
The fund seeks to achieve this  objective by investing  primarily in a portfolio
of  mortgage  securities  created  from pools of  mortgages  which are issued or
guaranteed by the U.S. government, its agencies or instrumentalities.1

                                                               November 15, 1995



Dear Shareholder:

We are  pleased  to bring  you the  annual  report  for the  Franklin  Strategic
Mortgage Portfolio, for the fiscal year ended September 30, 1995.

Many events affected the fixed income markets during the past twelve months. The
December 1994 bankruptcy of Orange County,  California,  financial and political
instability in Mexico,  and decisive moves by the Federal Reserve Board to fight
the  threat  of  inflation  captured  the  headlines  for most of the  reporting
period's  first half. As quickly as these events  appeared,  however,  the stock
market  was  reaching  all-time  highs  and  inflationary  pressures  retreated,
resulting in a recovery for the fixed-income market. Obviously, many changes can
occur in a short time;  however,  our  portfolio  managers  maintain a long-term
perspective  in managing the fund,  and we encourage  our  shareholders  to view
their investments in the same manner.

Rather than  attempting  to predict the  direction  of interest  rates or making
investment decisions based purely on short-term market conditions,  our managers
use traditional, time-proven strategies. In seeking to maximize the fund's total
returns,  we rely on  extensive  research  in an  effort  to  uncover  the  most
attractive  relative values in any given interest-rate  environment.  We believe
this approach best serves our shareholders.

Thank  you  for  your  continued  support  of the  Franklin  Strategic  Mortgage
Portfolio. We look forward to serving your investment needs in the future.

Sincerely,



Charles B. Johnson
Chairman of the Board


1.  U.S.  government  securities  owned  by the  fund or held  under  repurchase
agreement,  but not shares of the fund, are guaranteed by the U.S. government as
to timely  payment of  principal  and  interest.  Yields and share price are not
guaranteed and will fluctuate with market conditions.




Overview of the Economy

During  the  reporting  period,  U.S.  economic  growth  slowed,  which  lowered
inflation  expectations.  In the fourth quarter of 1994,  Gross Domestic Product
(GDP) rose to an annualized rate of 5.1%, fueled by strong consumer spending and
high  industrial  production.2  Results for the first quarter of 1995,  however,
were mixed. There were only moderate increases in the Consumer Price Index (CPI)
and Producer Price Index (PPI), the two primary indicators of inflation, and GDP
growth  slowed  to  2.7%.2  Nevertheless,   high  levels  of  manufacturing  and
production  by the  nation's  factories,  as well as strength in the  employment
sector persisted throughout the quarter. Continued declines in consumer spending
and demand for consumer goods produced  larger-than-expected  inventory  levels.
Through the second and third  quarters,  inflation  figures were flat but growth
remained sluggish. Second quarter GDP rose only 1.3%, and production levels fell
as inventories  were cleared.2 With mixed signals from all areas of the economy,
including renewed strength in the employment and housing sectors,  third quarter
GDP was estimated at a stronger 4.2%.2

The Federal Reserve Board played a key role in controlling  growth and inflation
throughout  the  reporting  period.  Sensitive  to  inflationary  pressures  and
watchful of economic growth, the Federal Reserve repeatedly  adjusted short-term
interest rates in the first half of the reporting period.  Concerned that strong
production and employment would bring unwanted inflationary  pressure, it raised
the federal  funds rate (the interest rate banks charge each other for overnight
loans) and the  discount  rate (the  interest  rate  charged for loans to member
banks) by 75 basis  points each in November  1994,  and another 50 basis  points
each in February 1995.


2. Source: U.S. Commerce Department.




After the slow growth of the first two quarters of 1995, many feared that credit
was too  restrictive  and that the economy was on the verge of a  recession.  In
response,  the Federal  Reserve cut the  federal  funds rate by 25 basis  points
during  its  Federal  Open  Market  Committee  meeting  in July 1995 but made no
further  moves  during  its  August  or  September  meetings.  At the end of the
reporting  period,  the federal  funds rate and discount rate stood at 5.75% and
5.25%, respectively.

Looking  forward,  long-term  trends indicate that the  fixed-income  market may
continue  the rally that  began in the first  quarter of 1995.  For  example,  a
strong dollar should help hold down inflationary  pressures through lower import
prices,  and monetary rules continue to show that the Federal  Reserve's  target
for the federal funds rate may be  "restrictive"  and could be lowered in search
of a more  "neutral"  position.  These  trends  appear to bode well for the bond
market.






Roger A. Bayston, CFA

Roger  Bayston  is  portfolio  manager  for  the  Franklin   Strategic  Mortgage
Portfolio,  Franklin  Adjustable Rate Securities Fund and the Franklin Valuemark
Adjustable U.S. Government Securities Fund.

Before joining Franklin in 1991, Mr. Bayston managed  portfolios of fixed-income
securities for Bankers Trust Company  Investment  Management  Group.  He holds a
Bachelor of Science  degree  from the  University  of  Virginia  and a Master of
Business Administration degree from the University of California at Los Angeles.
He is a member of the Security Analysts of San Francisco and the Association for
Investment Management and Research, and is a Chartered Financial Analyst.




Franklin Strategic Mortgage Portfolio

During the  reporting  period,  we  continued to diversify  the  portfolio  into
various  coupons and  maturities of  Government  National  Mortgage  Association
(GNMA),  Federal  National  Mortgage  Association  (FNMA) and Federal  Home Loan
Mortgage  Corporation (FHLMC) mortgage  passthroughs.  Throughout the period, we
held  only the  most  liquid,  non-derivative  passthroughs,  and our  long-term
buy-and-hold   strategy  gave  shareholders  the  opportunity  to  benefit  from
relatively  low turnover  rates and  transaction  costs.  Among the  portfolio's
transactions  during  the year were  sales of  Treasury  bonds  and  multifamily
adjustable  rate  mortgages,  the proceeds of which were  reinvested  in current
coupon 15-year and 30-year passthrough securities. We also reduced our weighting
in discount  mortgages.  The Federal Reserve's movements to raise interest rates
in the  fourth  quarter of 1994 and the first  quarter  of 1995,  and then lower
interest  rates in July 1995,  caused the mortgage  market to  underperform  the
Treasury markets during these periods of high  interest-rate  volatility.  Also,
during  periods  of  generally  declining  interest  rates,   mortgage  security
performance  is  constrained  by the  increasing  risk  of  prepayments  and the
resulting  cash flow  uncertainty  they create.  Despite these  conditions,  the
Franklin  Strategic  Mortgage  Portfolio provided strong returns to shareholders
during the period.  We have  positioned  the fund,  versus the overall  mortgage
market, with a slight overweighting in both lower and higher coupons in order to
mitigate the prepayment risk associated with current coupons.  Going forward, we
will  continue to monitor the mortgage  markets,  looking for the best  relative
value for the fund's shareholders.




GRAPHIC MATERIAL 1 OMMITTED - SEE APPENDIX AT END OF DOCUMENT




Performance Summary

The Franklin  Strategic  Mortgage  Portfolio paid  distributions  totaling 71.36
cents ($0.7136) per share for the twelve-month period ended September 30, 1995.3
The  distribution  rate was  7.16%,  based  on an  annualization  of the  fund's
dividends  over the last 30 days of the period  ($0.060946  per share),  and the
maximum  offering  price of $10.35 on September  30, 1995.  Dividends  will vary
based on the earnings of the fund's  portfolio,  and past  distributions are not
necessarily  indicative of future trends. The fund's share price, as measured by
net asset value,  rose 49 cents  ($0.49),  from $9.42 on  September  30, 1994 to
$9.91 on September 30, 1995.

The fund posted a total  return of +13.27%  for the  twelve-month  period  ended
September 30, 1995.  Total return measures the change in value of an investment,
assuming  reinvestment  of  dividends  and capital  gains,  if any, and does not
include the initial sales charge. Of course,  past performance is not indicative
of future results. The chart on the next page illustrates the performance of the
Franklin  Strategic Mortgage  Portfolio against its broad-based  benchmark,  the
Salomon Brothers Mortgage Index.

As you can see, the fund's  performance  slightly  lagged that of the index.  Of
course,  an unmanaged market index, such as the Salomon Brothers Mortgage Index,
does not pay  commissions or market spreads to buy and sell bonds,  nor pay fees
to cover  shareholder  service and custody  costs.  Unlike an index,  investment
companies are never 100% invested  because they must have cash on hand to redeem
shares.  In addition,  the  performance  shown for the fund includes the maximum
4.25%  initial  sales  charge,  all fund expenses and account fees. If operating
expenses such as the Franklin Strategic Mortgage Portfolio's had been applied to
the index, it's performance would have been lower. Please remember that an index
is simply a measure of performance, and one cannot invest in it directly.


3. Assumes shares were purchased and held for the entire accrual  period.  Since
dividends accrue daily, your actual  distributions  will vary,  depending on the
date you purchased your shares and any account activity during the period.




GRAPHIC MATERIAL 2 OMMITTED - SEE APPENDIX AT END OF DOCUMENT




4.  Total  return  shows  the  change in value of a  $10,000  investment  in the
Franklin  Strategic  Mortgage  Portfolio  and  the  unmanaged  Salomon  Brothers
Mortgage  Index  over the period  indicated.  Return  calculations  for the fund
include the maximum  4.25%  initial sales  charge,  and assume  reinvestment  of
dividends and capital gains at net asset value.  The Salomon  Brothers  Mortgage
Index is unmanaged, and one cannot invest directly in an index.


Franklin Strategic Mortgage Portfolio5
Periods ended September 30, 1995
                                                       Since
                                            One-     Inception
                                            Year      (2/1/93)

NAV Cumulative Total Return:6              13.27%      18.28%
NAV Average Annual Total Return:7          13.27%       6.51%
POP Average Annual Total Return:8           8.43%       4.80%

30-Day Standardized Yield:9                      7.16%
Distribution Rate:10                             7.16%

5. The  manager  of the  Franklin  Strategic  Mortgage  Portfolio  has agreed in
advance to waive all of its management  fees, which reduces  operating  expenses
and increases the distribution rate, yield and total return to shareholders.  If
the manager had not taken this action,  the fund's  distribution  rate and total
return would have been lower,  and the 30-day  yield would have been 6.08%.  The
fee waiver may be  discontinued  at any time upon notice to the fund's  Board of
Directors.

6. NAV  cumulative  total  return does not include  the  current  maximum  4.25%
initial sales charge and reflects the change in value of an investment  over the
periods indicated,  assuming  reinvestment of dividends and capital gains at net
asset value.

7. NAV average  annual total return does not include the current  maximum  4.25%
initial  sales charge and  represents  the average  annual change in value of an
investment over the specified  periods,  assuming  reinvestment of dividends and
capital gains at net asset value.

8. POP average  annual total return  includes the current  maximum 4.25% initial
sales charge and  represents the average annual change in value of an investment
over the stated periods, assuming reinvestment of dividends and capital gains at
net asset  value.  Prior to July 1, 1994,  fund shares were  offered at a higher
initial sales charge. Thus, actual total returns for purchasers of shares during
that period would have been somewhat lower than that noted above.

9. Yield,  calculated as required by the SEC, is based on earnings of the fund's
portfolio during the 30 days ended on the date shown.

10.  Based on an  annualization  of the fund's  dividend  for the 30-day  period
($0.060946  per share)  and the  maximum  offering  price of $10.35 per share on
September 30, 1995.  Investment  return and principal  value will fluctuate with
market  conditions,  and you may have a gain or loss when you sell your  shares.
Past performance cannot guarantee future results.



<TABLE>
<CAPTION>
FRANKLIN STRATEGIC MORTGAGE PORTFOLIO

Statement of Investments in Securities and Net Assets, September 30, 1995


   Face                                                                                                  Value
  Amount                                                                                               (Note 1)
 <S>           <C>                                                                                    <C>        
 $000,000  b,c Mortgage-Backed Securities  98.7%..................................................    $0,000,000)
               Federal Home Loan Mortgage Corp. (FHLMC)  33.0%
 $146,638      FHLMC, 9.00%, 06/01/01 ............................................................    $  151,450
  250,382      FHLMC, 6.50%, 11/01/01 ............................................................       249,755
  135,806      FHLMC, 6.50%, 03/01/09 ............................................................       133,982
   93,670      FHLMC, 7.00%, 06/01/09 ............................................................        94,081
   85,254      FHLMC, 8.00%, 01/01/10 ............................................................        87,652
   99,451      FHLMC, 7.50%, 04/01/10 ............................................................       101,285
  150,206      FHLMC, 6.00%, 07/01/10 ............................................................       145,654
  127,817      FHLMC, 9.50%, 12/01/22 ............................................................       135,205
  131,158      FHLMC, 7.00%, 06/01/24 ............................................................       129,478
  149,941      FHLMC, 7.50%, 07/01/24 ............................................................       151,113
  145,285      FHLMC, 8.00%, 07/01/24 ............................................................       148,736
  200,893      FHLMC, 8.50%, 12/01/24 ............................................................       208,111
   49,999      FHLMC, 8.00%, 06/01/25 ............................................................        51,187
   75,000      FHLMC, 7.00%, 09/01/25 ............................................................        74,039
   60,000    a FHLMC, 7.00%, 09/01/25 ............................................................        59,231
   50,000    a FHLMC, 7.50%, 09/01/25 ............................................................        50,391
                                                                                                      -----------
                     Total Federal Home Loan Mortgage Corp. (Cost $1,927,160).....................     1,971,350
                                                                                                      -----------
               Federal National Mortgage Assocation (FNMA)  38.6%
  219,184      FNMA, 6.00%, 03/01/01 .............................................................       215,175
  143,402      FNMA, 6.50%, 09/01/08 .............................................................       141,431
   95,139      FNMA, 7.00%, 07/01/09 .............................................................        95,496
   90,183      FNMA, 7.50%, 07/01/09 .............................................................        91,790
   28,650      FNMA, 6.00%, 12/01/23 .............................................................        26,985
  476,502      FNMA, 6.50%, 06/01/24 .............................................................       459,526
  401,850      FNMA, 7.00%, 06/01/24 .............................................................       396,324
   98,798      FNMA, 8.50%, 07/01/24 .............................................................       102,349
  246,781      FNMA, 9.00%, 12/01/24 .............................................................       258,193
  222,658      FNMA, 8.00%, 01/01/25 .............................................................       227,948
  238,887      FNMA, 7.50%, 08/01/25 .............................................................       240,529
   50,000    a FNMA, 7.50%, 09/01/25 .............................................................        50,344
                                                                                                      -----------
                     Total Federal National Mortgage Assocation (Cost $2,207,406).................     2,306,090
                                                                                                      -----------
               Government National Mortgage Association (GNMA)  27.1%
  165,323      GNMA, SF, 9.00%, 12/15/16 .........................................................       174,208
  111,808      GNMA, SF, 10.00%, 10/15/18 ........................................................       122,011
  135,997      GNMA, SF, 9.50%, 10/15/20 .........................................................       145,346
  230,776      GNMA, SF, 8.00%, 02/15/23 .........................................................       237,555
  288,025      GNMA, SF, 7.00%, 06/15/23 .........................................................       284,784
  183,566      GNMA, SF, 7.50%, 06/15/23 .........................................................       185,459
  285,846      GNMA, SF, 6.50%, 01/15/24 .........................................................       275,842
$  91,935      GNMA, SF, 8.50%, 09/15/24 .........................................................     $  95,871
   50,000    a GNMA, SF, 8.00%, 09/01/25 .........................................................        51,468
   49,500      GNMA, SF, 7.50%, 09/15/25 .........................................................        50,010
                                                                                                      -----------
                     Total Government National Mortgage Association (Cost $1,609,974) ............     1,622,554
                                                                                                      -----------
                     Total Mortgage-Backed Securities (Cost $5,744,540) ..........................     5,899,994
                                                                                                      -----------
           b,c Receivables from Repurchase Agreements  4.2%
  259,521      Joint Repurchase Agreement, 6.429%, 10/02/95 (Cost $254,525)
                Daiwa Securities America, Inc., (Maturity Value $124,784)
                 Collateral: U.S. Treasury Bills, 03/28/96
                Swiss Bank Corp., (Maturity Value $129,877)
                 Collateral: U.S. Treasury Notes, 6.125% - 6.75%, 05/15/97 - 08/31/00 ............       254,525
                                                                                                      -----------
                         Total Investments (Cost $5,999,065)  102.9% .............................     6,154,519
                         Liabilities in Excess of Other Assets, Net  (2.9%) ......................      (174,613)
                                                                                                      -----------
                         Net Assets  100.0% ......................................................    $5,979,906
                                                                                                      ===========


               At September 30, 1995, the net unrealized  appreciation  based on the cost of
                investments for income tax purposes of $5,999,065 was as follows:
                 Aggregate gross unrealized appreciation for all investments in which there was an
                  excess of value over tax cost ..................................................    $  178,153
                 Aggregate gross unrealized depreciation for all investments in which there was an
                  excess of tax cost over value ..................................................       (22,699)
                                                                                                      -----------
                 Net unrealized appreciation .....................................................    $  155,454
                                                                                                      ===========


PORTFOLIO ABBREVIATIONS:
SF   - Single Family




aSee Note 1(f) regarding securities purchased on a when-issued or delayed delivery basis.
bFace amount for repurchase agreements is for the underlying collateral.
cSee Note 1(e) regarding Joint Repurchase Agreement.

                       The accompanying notes are an integral part of  these  financial statements.
</TABLE>




FRANKLIN STRATEGIC MORTGAGE PORTFOLIO

Financial Statements

Statement of Assets and Liabilities
September 30, 1995

Assets:
 Investments in securities, at value
  (identified cost $5,744,540)                      $5,899, 994
 Receivables from repurchase agreements,
  at value and cost                                     254,525
 Receivables:
  Interest                                               35,931
  Investment securities sold                                903
 Unamortized organization costs (Note 2)                 15,638
                                                    ------------

      Total assets                                    6,206,991
                                                    ------------

Liabilities:
 Payables:
  Investment securities purchased
   on a when-issued basis (Note 1)                      211,092
 Accrued expenses and other liabilities                  15,993
                                                    ------------
      Total liabilities                                 227,085
                                                    ------------
Net assets, at value                                 $5,979,906
                                                    ============

Net assets consist of:
 Unrealized appreciation on investments              $  155,454
 Accumulated realized loss                            (192,789)
 Capital shares                                           6,037
 Additional paid-in capital                           6,011,204
                                                    ------------
Net assets, at value                                 $5,979,906
                                                    ============

Computation of net asset value and
 offering price per share:
  Net asset value
   ($5,979,906 O 603,712 shares
    outstanding)                                        $  9.91
                                                    ============

  Maximum offering price
   (100/95.75 of $9.91)                                $  10.35
                                                    ============




Statement of Operations
for the year ended September 30, 1995 

Investment income:
 Interest (Note 1)                  $412,210
                                 ------------

      Total income                            $412,210
Expenses:
 Management fees, net (Note 6)            --
 Registration fees                    16,303
 Professional fees                    12,731
 Reports to shareholders               9,639
 Amortization of organization costs
  (Note 2)                              6,951
 Custodian fees                          547
 Other                                   396
 Payments from Manager (Note 6)      (46,567)
                                 ------------

      Total expenses                                 --
                                            ------------

       Net investment income                   412,210
                                           ------------

Realized and unrealized gain (loss)
 on investments:
  Net realized loss                            (76,041)
  Net unrealized appreciation                  355,238
                                           ------------

Net realized and unrealized gain on
 investments                                   279,197
                                           ------------

Net increase in net assets resulting
 from operations                              $691,407
                                           ============




     The accompanying notes are an integral part of these financial statements.




<TABLE>
<CAPTION>
FRANKLIN STRATEGIC MORTGAGE PORTFOLIO  Financial Statements (cont.)

Statements of Changes in Net Assets
for the years ended  September 30, 1995 and 1994
                                                                                            1995          1994
                                                                                          --------      --------
<S>                                                                                      <C>           <C>
Increase (decrease) in net assets:
Operations:
 Net investment income..............................................................     $ 412,210     $ 297,090
 Net realized loss on investments...................................................       (76,041)     (116,748)
 Net unrealized appreciation (depreciation) on investments..........................       355,238      (263,282)
                                                                                          --------      --------
      Net increase (decrease) in net assets resulting from operations...............       691,407       (82,940)
Distributions to shareholders from:
 Undistributed net investment income................................................      (412,210)     (297,090)
 Net realized capital gains.........................................................            __       (56,643)
Increase in net assets from capital share transactions (Note 4).....................       477,399       354,415
                                                                                          --------      --------
      Net increase (decrease) in net assets.........................................       756,596       (82,258)
Net assets (there is no undistributed net investment income at beginning or end of year):
 Beginning of year..................................................................     5,223,310     5,305,568
                                                                                          --------      --------
 End of year........................................................................    $5,979,906    $5,223,310
                                                                                          ========      ========


                       The accompanying notes are an integral part of these financial statements.
</TABLE>



FRANKLIN STRATEGIC MORTGAGE PORTFOLIO

Notes to Financial Statements


1. SIGNIFICANT ACCOUNTING POLICIES

Franklin  Strategic  Mortgage  Portfolio (the Fund) is an open-end,  diversified
management  investment  company  (mutual fund)  registered  under the Investment
Company Act of 1940 as amended.

The following is a summary of the significant  accounting policies  consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
policies are in conformity  with generally  accepted  accounting  principles for
investment companies.

a. Security Valuation:

Portfolio  securities listed on a securities  exchange or on the NASDAQ National
Market System for which market  quotations  are readily  available are valued at
the last  quoted  sale price of the day or, if there is no such  reported  sale,
within  the  range  of the  most  recent  quoted  bid and  asked  prices.  Other
securities  for which  market  quotations  are readily  available  are valued at
current  market  values,  obtained from pricing  services,  which are based on a
variety of factors,  including  recent  trades,  institutional  size  trading in
similar  types of  securities  (considering  yield,  risk and  maturity)  and/or
developments  related to specific  securities.  Portfolio  securities  which are
traded both in the  over-the-counter  market and on a  securities  exchange  are
valued according to the broadest and most representative market as determined by
the Manager. Other securities for which market quotations are not available,  if
any,  are  valued in  accordance  with  procedures  established  by the Board of
Trustees.

b. Income Taxes:

The Fund  intends to  continue to qualify for the tax  treatment  applicable  to
regulated  investment  companies under the Internal Revenue Code and to make the
requisite  distributions to its shareholders which will be sufficient to relieve
it from income and excise taxes. Therefore, no income tax provision is required.

c. Security Transactions:

Security transactions are accounted for on the date the securities are purchased
or sold (trade date).  Realized  gains and losses on security  transactions  are
determined on the basis of specific  identification for both financial statement
and income tax purposes.

d. Investment Income, Expenses and Distributions:

Distributions  to shareholders  are recorded on the ex-dividend  date.  Interest
income and estimated  expenses are accrued daily. Bond discount and premium,  if
any, are amortized as required by the Internal  Revenue Code.  The Fund normally
declares dividends from its net investment income daily and distributes monthly.
Daily  allocations of net investment  income will commence on the date following
receipt of an investor's funds. Dividends are normally declared each day the New
York Stock  Exchange is open for  business and are equal to the Fund's total net
investment  income and are payable to shareholders of record at the beginning of
business on the ex-date. Once each month, dividends are reinvested in additional
shares of the Fund or paid in cash as requested by the shareholders.

e. Repurchase Agreements:

The Fund may enter into a Joint Repurchase Agreement whereby its uninvested cash
balance is  deposited  into a joint cash  account to be used to invest in one or
more repurchase  agreements with government securities dealers recognized by the
Federal  Reserve Board and/or member banks of the Federal  Reserve  System.  The
value and face amount of the Joint  Repurchase  Agreement  are  allocated to the
Fund  based  on its  pro-rata  interest.  In a  repurchase  agreement,  the Fund
purchases  a U.S.  government  security  from a  dealer  or bank  subject  to an
agreement  to resell  it at a  mutually  agreed  upon  price  and  date.  Such a
transaction is accounted for as a loan by the Fund to the seller, collateralized
by the


1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

e. Repurchase Agreements: (cont.)

underlying security.  The transaction requires the initial  collateralization of
the  seller's  obligation  by U.S.  government  securities  with  market  value,
including  accrued  interest,  of at least 102% of the dollar amount invested by
the Fund,  with the value of the underlying  security  marked to market daily to
maintain  coverage of at least 100%.  The  collateral is delivered to the Fund's
custodian  and held until resold to the dealer or bank.  At September  30, 1995,
all outstanding  repurchase agreements held by the Fund had been entered into on
September 29, 1995.

f. Securities Purchased on a When-Issued or Delayed Delivery Basis:

The Fund may trade securities on a when-issued or delayed  delivery basis,  with
payment and delivery scheduled for a future date. These transactions are subject
to market  fluctuations  and are  subject to the risk that the value at delivery
may be more or less than the trade date purchase  price.  Although the Fund will
generally  purchase  these  securities  with the  intention  of  acquiring  such
securities,  they may sell such  securities  before the settlement  date.  These
securities  are  identified  on the  accompanying  statement of  investments  in
securities  and net  assets.  The  Fund  has  set  aside  sufficient  investment
securities as collateral for these purchase commitments.

g. Mortgage Dollar Rolls:

The Fund  may  enter  into  mortgage  dollar  rolls  in  which  the  Fund  sells
mortgage-backed   securities   and   simultaneously   contracts  to   repurchase
substantially similar, but not identical, securities on a specified future date,
generally at a price lower than the price of the security sold. The counterparty
receives all principal and interest payments, including prepayments, made on the
mortgage-backed  security sold while it is the holder. Mortgage dollar rolls may
be renewed with a new sale and repurchase price fixed and a cash settlement made
without  physical  delivery of the  securities  subject to the contract,  at the
renewal date.  Mortgage  dollar rolls are  accounted  for as  non-collateralized
financing transactions.


2. UNAMORTIZED ORGANIZATION COSTS

The organization costs of the Fund are amortized on a straight line basis over a
period of five years from February 1, 1993, the effective  date of  registration
under the  Securities  Act of 1933. In the event that Franklin  Resources,  Inc.
(which was the sole  shareholder  prior to February 1, 1993)  redeems its shares
within the five-year period, the pro-rata share of the then-unamortized deferred
organization  costs will be deducted from the redemption  price paid to Franklin
Resources,  Inc. New investors  purchasing shares of the Fund subsequent to that
date bear such costs  during the  amortization  period only as such  charges are
accrued daily against investment income.


3. DISTRIBUTIONS AND CAPITAL LOSS CARRYOVERS

At September 30, 1995, for tax purposes, the Fund had capital loss carryovers as
follows:

                                       Expiring in:2002 .............. $116,748
                                                   2003 ..............   76,041
                                                                       --------
 
                                                                       $192,789
                                                                       ========


For tax purposes,  the aggregate cost of securities and unrealized  appreciation
are the same as for financial statement purposes at September 30, 1995.






<TABLE>
<CAPTION>
4. CAPITAL STOCK

At September 30, 1995,  there were an unlimited  number of $.01 par value shares
of beneficial  interest  authorized.  Transactions for the years ended September
30, 1995 and 1994 were as follows:

                                                                                Year Ended September 30,
                                                                         --------------------------------------
                                                                              1995                   1994
                                                                         ---------------        ---------------
                                                                       Shares     Amount      Shares     Amount
                                                                       ------     -------      -----     -------
<S>                                                                    <C>       <C>         <C>        <C>     
Shares sold........................................................    29,120    $287,035     1,960     $ 19,375
Shares issued in reinvestment of distributions.....................    42,581     410,235    36,036      353,730
Shares redeemed....................................................   (21,277)   (209,778)       __           __
Changes from exercise of exchange privilege:
 Shares sold.......................................................       928       8,811        __           __
 Shares redeemed...................................................    (1,951)    (18,904)   (1,939)     (18,690)
                                                                       ------     -------      -----     -------
Net increase.......................................................    49,401    $477,399    36,057     $354,415
                                                                       ======     =======      =====     =======
</TABLE>

5. PURCHASESANDSALESOFSECURITIES

Purchases and sales of securities  (excluding  purchases and sales of short-term
securities and mortgage dollar roll  transactions)  for the year ended September
30, 1995 aggregated $2,429,699 and $1,803,906, respectively.


6. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

Franklin  Institutional  Services  Corporation  (FISCO),  under  the  terms of a
management  agreement,  provides  investment  advice,  administrative  services,
office space and  facilities  to the Fund,  and receives  fees computed and paid
monthly  at the annual  rate of .40 of 1% of average  daily net assets up to and
including $250 million;  .38 of 1% of average daily net assets in excess of $250
million,  up to and including  $500 million;  and .36 of 1% of average daily net
assets in excess of $500 million.  The terms of the management agreement provide
that annual aggregate expenses of the Fund be limited to the extent necessary to
comply  with  the   limitations   set  forth  in  the  laws,   regulations   and
administrative  interpretations  of the  states in which the  Fund's  shares are
registered.  The Fund's expenses did not exceed these limitations.  However, for
the year ended September 30, 1995,  FISCO agreed in advance to waive the $22,219
of management  fees and made payments of $46,567 for other  expenses as shown in
the Statement of Operations.

In its capacity as  underwriter  for the shares of the Fund,  Franklin/Templeton
Distributors,  Inc.  received  commissions on sales of the Fund's shares for the
year ended  September  30,  1995,  totalling  $2,988 of which $2,786 was paid to
other dealers.  Commissions  are deducted from the gross proceeds  received from
the sale of shares of the Fund and as such are not expenses of the Fund.

Pursuant to a shareholder  service agreement with  Franklin/Templeton  Investors
Services,  Inc., the Fund pays costs on a per  shareholder  account basis.  Fees
which would have been incurred by the Fund but were borne by  Franklin/Templeton
Investors Services, Inc., totalled $97.

At  September  30, 1995,  Franklin  Resources,  Inc.  owned 98.85% of the Fund's
outstanding shares.

Certain  officers and trustees of the Fund are also officers and/or directors of
FISCO, Franklin/Templeton  Distributors,  Inc., and Franklin/Templeton Investors
Services, Inc., all wholly-owned subsidiaries of Franklin Resources, Inc.



<TABLE>
<CAPTION>
7. FINANCIALHIGHLIGHTS

Selected data for each share of beneficial interest outstanding  throughout each
year are as follows:

                                                                                                February 1, 1993
                                                                Year ended September 30,       (effective date) to
                                                            -------------------------------
                                                                1995               1994         September 30, 1993
                                                            ------------       ------------        ------------
<S>                                                            <C>               <C>                <C>
Per Share Operating Performance:
Net asset value at beginning of year...................        $9.42             $10.24             $10.00
                                                            ------------       ------------       ------------
Net investment income..................................          .714               .553               .365
Net realized and unrealized gain (loss) on securities..          .490              (.711)              .240
                                                            ------------       ------------       ------------
Total from investment operations.......................         1.204              (.158)              .605
                                                            ------------       ------------       ------------
Less distributions:
Dividends from net investment income...................         (.714)             (.553)             (.365)
Distributions from realized capital gains..............            --              (.109)                --
                                                            ------------       ------------       ------------
Total distributions....................................         (.714)             (.662)             (.365)
                                                            ------------       ------------       ------------
Net asset value at end of year.........................        $9.91             $ 9.42             $10.24
                                                            ============       ============       ============
Total Return+..........................................        13.27%             (1.61)%             6.13%
Ratios/Supplemental Data:
Net assets at end of year (in 000's)...................         $5,980             $5,223             $5,306
Ratio of operating expenses to average net assets  ....           --%                --%                --%
Ratio of operating expenses to average net assets
 (excluding waiver) (Note 6)...........................         1.24%              1.28%              1.22%*
Ratio of net investment income to average net assets...         7.42%              5.65%              3.59%*
Portfolio turnover rate   .............................        34.20%             86.38%**          104.33%**

*Annualized
+++The portfolio turnover rate excludes mortgage dollar roll transactions.
**The  portfolio  turnover rates for these periods have been restated to exclude
purchases and sales of mortgage dollar roll transactions.
+Total  return  measures the change in value of an  investment  over the periods
indicated.  It is not annualized.  It does not include the maximum initial sales
charge and assumes  reinvestment  of dividends and capital gains, if any, at net
asset value.
++During the year, FISCO agreed in advance to waive the management fees and made
payments of other expenses incurred by the Fund.
</TABLE>


FRANKLIN STRATEGIC MORTGAGE PORTFOLIO

Report of Independent Auditors


To the Shareholders and Board of Trustees
of Franklin Strategic Mortgage Portfolio

We have audited the accompanying statement of assets and liabilities of Franklin
Strategic  Mortgage  Portfolio,   including  the  statement  of  investments  in
securities and net assets,  as of September 30, 1995, and the related  statement
of operations  for the year then ended,  the statements of changes in net assets
for each of the two years in the period then ended, and the financial highlights
for the periods  indicated  thereon.  These  financial  statements and financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
September 30, 1995, by correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Franklin  Strategic  Mortgage Portfolio as of September 30, 1995, the results of
its operations  for the year then ended,  the changes in its net assets for each
of the two years in the period then ended, and the financial  highlights for the
periods  indicated  thereon,  in conformity with generally  accepted  accounting
principles.

                                                        COOPERS & LYBRAND L.L.P.

San Francisco, California
November 3, 1995



To ensure the highest quality of service, telephone calls to or from our service
departments  may  be  monitored,  recorded  and  accessed.  These  calls  can be
determined by the presence of a regular beeping tone.

FRANKLIN STRATEGIC MORTGAGE PORTFOLIO

APPENDIX
DESCRIPTION OF GRAPHIC MATERIAL OMITTED FROM EDGAR FILING
(PURSUANT TO ITEM 304 (a) of REGULATION S-T)

GRAPHIC MATERIAL (1)

This chart shows in pie chart format the fund's securities breakdown by issuer
as a percentage of the fund's total net assets.

<TABLE>
<CAPTION>
Investment Holdings on 9/30/95
<S>                                             <C>
Government National Mortgage Association (GNMA) 38.6%
Federal Home Loan Mortgage Corporation (FHLMC)  33.0%
Federal National Mortgage Association (FNMA)    27.1%
Cash and Equivalents                            1.3%

</TABLE>

GRAPHIC MATERIAL(2)

The following line graph hypothetically compares the performance of The Franklin
Strategic Mortgage Portfolio to that of the Salomon Brothers Mortgage Index,
based on a $10,000 investment from 2/1/93 to 9/30/95.

<TABLE>
<CAPTION>
                        Franklin Strategic   Salomon Brothers
Period Ending           Mortgage Portfolio   Mortgage Index
<S>                     <C>                  <C>
2/1/93                    $9,579               $10,000
2/28/93                   $9,718               $10,092
3/31/93                   $9,780               $10,153
4/30/93                   $9,839               $10,222
5/31/93                   $9,859               $10,269
6/30/93                   $10,008              $10,368
7/31/93                   $10,014              $10,411
8/31/93                   $10,130              $10,453
9/30/93                   $10,166              $10,463
10/30/93                  $10,215              $10,497
11/30/93                  $10,133              $10,478
12/31/93                  $10,230              $10,557
1/31/94                   $10,349              $10,664
2/28/94                   $10,187              $10,598
3/31/94                   $9,984               $10,336
4/30/94                   $9,932               $10,271
5/31/94                   $9,959               $10,306
6/30/94                   $9,925               $10,280
7/31/94                   $10,109              $10,480
8/31/94                   $10,139              $10,502
9/30/94                   $10,002              $10,362
10/31/94                  $9,978               $10,358
11/30/94                  $9,952               $10,321
12/31/94                  $10,043              $10,407
1/31/95                   $10,248              $10,640
2/28/95                   $10,511              $10,911
3/31/95                   $10,546              $10,956
4/30/95                   $10,685              $11,103
5/31/95                   $11,033              $11,463
6/30/95                   $11,101              $11,523
7/31/95                   $11,116              $11,546
8/31/95                   $11,228              $11,653
9/30/95                   $11,329              $11,756

</TABLE>



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