FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
N-30D, 1997-12-05
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SHAREHOLDER LETTER

CONTENTS

Shareholder Letter                                 1
Manager's Discussion                               3
Performance Summary                                5
Financial Highlights &
Statement of Investments                           7
Financial Statements                              11
Notes to
Financial Statements                              14
Report of Independent
Accountants                                       17


Dear Shareholder:

It's a pleasure to bring you the Franklin Strategic Mortgage  Portfolio's annual
report for the period ended September 30, 1997.

During the one-year  reporting period,  economic  conditions were very favorable
for  investors.  Although in the  beginning  of the period,  growth was a little
sluggish,  the economy soon  strengthened  to a point where the Federal  Reserve
Board (the Fed) began to worry it might  overheat.  Concerned  that this  strong
growth might lead to higher  inflation,  the Fed increased  short-term  interest
rates in March by 25 basis points,  from 5.25% to 5.50%.  This rate hike had the
desired effect of moderating  economic  growth.  Interest rates also became more
stable,  reversing their general rise, and ended the period down from where they
began. The 30-year U.S. Treasury bond started the one-year period with a rate of
6.93% and finished at 6.41% on September 30, 1997.1

The Fed raised rates only once during the reporting  period.  Despite  continued
strong  economic  growth,  there  have been  remarkably  few signs of  increased
inflation. This low inflation, combined with a balanced budget agreement between
the President and Congress,  greatly contributed to a beneficial  environment of
falling interest rates.

1. Source: Federal Reserve H15 Report.


At the end of the  period,  we  believe  the  economy's  growth  rate  is  again
accelerating, as consumer spending strengthens. Rising growth would increase the
possibility  of a Fed rate hike in the future.  Our  positioning of the Franklin
Strategic Mortgage Portfolio, in light of this possibility,  and over the course
of the reporting  period,  is detailed in the Manager's  Discussion on page 3 of
this report.

We appreciate your continued support, welcome your comments, and look forward to
serving you in the years to come.

Sincerely,


Charles B. Johnson
Chairman
Franklin Strategic Mortgage Portfolio

MANAGER'S DISCUSSION


Your Fund's Objective:  Seeks to obtain a high level of total return relative to
the performance of the general mortgage securities market 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

Favorable  economic  conditions  contributed  to a  strong  performance  for the
Franklin Strategic Mortgage Portfolio.  The Portfolio enjoyed a cumulative total
return,  excluding  sales  charges,  of  9.84%  for the  one-year  period  ended
September 30, 1997. An  environment  of relatively  stable and falling  interest
rates  contributed  to this strong  performance  by positively  influencing  the
mortgage pass-through securities market in which the Portfolio invests. Mortgage
securities  offer  advantages  in both yield and  income  over  lower-risk  U.S.
Treasury  securities,  and benefited from the  relatively  stable and decreasing
interest-rate environment.

What is a "pass-through" security?

A mortgage  security is an interest in a pool of mortgage  loans.  Most mortgage
securities are pass-through securities,  which means that they provide investors
with monthly  payments  consisting of a prorated share of both regular  interest
and principal  payments -- as well as  unscheduled  early  prepayments -- on the
underlying  mortgage pool.  The primary  issuers or guarantors of these mortgage
securities are the Government  National  Mortgage  Association  (GNMA),  Federal
National Mortgage Association (FNMA), and Federal Home Loan Mortgage Corporation
(FHLMC). Securities issued by these agencies are generally considered to be high
quality investments having minimal credit risks.


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 the timely payment of principal and interest.  Yields and share price are not
guaranteed  and  will  fluctuate  with  market  conditions.  


GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT

Our investment  approach,  which utilizes low portfolio  turnover,  helps reduce
unnecessary  transaction costs. Over the one-year reporting period, we continued
our strategy of purchasing high credit quality mortgage pass-through securities.
In an effort to reduce risk and further  diversify our holdings we invested in a
variety of  pass-through  coupon and  maturity  sectors,  and  different  agency
mortgage securities, including GNMA, FNMA and FHLMC issues.

In  addition,  in  seeking to reduce our risk  exposure,  we managed  the fund's
portfolio  with a slightly  lower  interest-rate  risk than that of the  Salomon
Brothers  Mortgage  Index.2  The  relatively  lower  interest-rate  risk  of our
securities,  compared with the index,  made them less  susceptible  to a loss in
value that would  result  from a rise in  interest  rates.  This  action  should
position the Portfolio to perform  relatively  well if the Fed increases  rates,
which we believe is likely.

This discussion reflects the strategies we employed for the Portfolio during the
year under  review,  and  includes  our  opinions as of the close of the period.
Since economic and market  conditions are constantly  changing,  our strategies,
and our evaluations, conclusions and decisions regarding portfolio holdings, may
change as new  circumstances  arise.  Although  past  performance  of a specific
investment or sector cannot guarantee future  performance,  such information can
be useful in analyzing securities we purchase or sell for the Portfolio.

We appreciate your  participation in the Franklin  Strategic  Mortgage Portfolio
and look  forward to serving  your  investment  needs in the months and years to
come.

2. Source: Salomon Brothers. Risk measured by duration as of 9/30/97.


PERFORMANCE SUMMARY

Franklin  Strategic  Mortgage  Portfolio's share price, as measured by net asset
value,  increased  22 cents,  from  $9.74 on  September  30,  1996,  to $9.96 on
September 30, 1997.

At the end of the  reporting  period,  the fund's  distribution  rate was 6.96%,
based on an  annualization  of the  current,  monthly  dividend of 5.9499  cents
($0.059499) per share and the maximum  offering price of $10.40 on September 30,
1997.

The chart on page 6 illustrates  that since its inception in 1993,  the Franklin
Strategic  Mortgage  Portfolio  slightly  underperformed  the unmanaged  Solomon
Brothers  Mortgage  Index.  Comparing a mutual fund with an index,  however,  is
never an  apples-to-apples  comparison.  An index doesn't pay management fees to
cover salaries of securities analysts or portfolio managers,  or pay commissions
or market spreads to buy and sell securities.  Unlike an index, mutual funds are
never fully invested  because they must have cash on hand to redeem  shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge, all fund expenses and account fees. If the fund's costs had been applied
to the index,  the index's  performance  would have been lower.  Please remember
that an index is simply a measure of  performance  and one  cannot  invest in it
directly.


Dividend Distributions
10/1/96 - 9/30/97*

                           Dividend
Month                      per Share
- ------------------------------------------
October                   5.9315 cents

November                  5.7671 cents

December                  6.1516 cents

January                   5.8502 cents

February                  5.7977 cents

March                     6.4651 cents

April                     5.8692 cents

May                       5.5897 cents

June                      5.9096 cents

July                      5.7814 cents

August                    5.3395 cents

September                 6.3204 cents
- ----------------------------------------
Total                    70.773 cents

*Assumes  shares were  purchased and held for the entire accrual  period.  Since
dividends accrue daily, your actual distributions will vary depending on the day
you  purchased  your shares and any account  activity  during the month.  Income
distributions and total return calculations include all accrued income earned by
the fund during the reporting period. 
Dividends  will vary based on the  earnings  of the fund's  portfolio,  and past
distributions are not indicative of future trends.


GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT


Periods ended September 30, 1997

                                                         Since
                                                       Inception
                                     1-Year   3-Year   (2/1/93)
- -----------------------------------------------------------------
Cumulative Total Return1              9.84%   31.49%    37.30%

Average Annual Total Return2          5.20%    7.97%     6.06%

Distribution Rate3           6.96%

30-Day Standardized Yield4   6.95%

1.  Cumulative  total returns  measure the change in value of an investment over
the periods  indicated  and do not include the sales charge.  
2. Average annual total returns measure the average annual change in value of an
investment  over the periods  indicated  and include the current,  maximum 4.25%
initial sales charge. See Note below.
3. Based on an  annualization  of the current,  monthly dividend of 5.9499 cents
per share and the maximum offering price of $10.40 on September 30, 1997.
4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended September 30, 1997.
Note:  Prior to July 1, 1994, fund shares were offered at a higher initial sales
charge;  thus,  actual total returns would be lower.  Your investment return and
principal value will fluctuate with market  conditions,  and you may have a gain
or loss when you sell your shares.
The fund's manager has agreed to waive all or a portion of its  management  fees
and made  payments of other  expenses,  which  reduces  operating  expenses  and
increases yield,  distribution  rate and total return to  shareholders.  Without
these reductions,  the fund's distribution rate would have been lower, and yield
for the period would have been 6.35%.  The fee waiver may be discontinued at any
time upon notification to the fund's Board of Directors.



*Includes all sales charges and  represents the change in value of an investment
during the period  shown.  Total return  assumes  reinvestment  of dividends and
capital  gains at net asset value.  Index is unmanaged  and includes  reinvested
dividends.

FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
Financial Highlights
<TABLE>
<CAPTION>

                                                                      Year Ended September 30,
                                                       -------------------------------------------------------------
                                                            1997          1996        1995       1994        1993***
                                                       -------------------------------------------------------------
<S>                                                         <C>          <C>        <C>        <C>          <C>   
Per Share Operating Performance
(for a share outstanding throughout the year)
Net asset value, beginning of year                          $9.74        $9.91      $9.42      $10.24       $10.00
Income from investment operations: 
 Net investment income                                        .708        .717        .714        .553         .365
 Net realized and unrealized gains (losses)                   .220       (.170)       .490       (.711)        .240
Total from investment operations                              .928        .547       1.204       (.158)        .605
Less distributions:
 Dividends from net investment income                        (.708)      (.717)      (.714)      (.553)       (.365)
 Distributions from net realized gains                         --          --          --        (.109)         --
Total distributions                                          (.708)      (.717)      (.714)      (.662)       (.365)
Net asset value, end of year                                $9.96       $9.74       $9.91       $9.42       $10.24

Total return+                                                9.84%       5.69%      13.27%      (1.61)%       6.13%
Ratios/Supplemental Data:
Net assets, end of year (000's)                          $8,934      $6,847      $5,980      $5,223        $5,306
Ratios to average net assets:
 Expenses                                                    --%         --%        --%         --%          --%
 Expenses excluding waiver and payments by affiliate          .82%       1.11%       1.24%       1.28%        1.22%*
 Net investment income                                       7.18%       7.26%       7.42%       5.65%        3.59%*
Portfolio turnover rate**                                   13.59%      17.64%      34.20%      86.38%      104.33%
</TABLE>

+Total return does not reflect sales commissions and is not annualized.
*Annualized
**The portfolio turnover rate excludes mortgage dollar roll transactions.
***For the period February 1, 1993 (effective date) to September 30, 1993.


See notes to financial statements.

FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
Statement of Investments, September 30, 1997 (cont.)

<TABLE>
<CAPTION>


                                                                                       PRINCIPAL
                                                                                        AMOUNT      VALUE
- ------------------------------------------------------------------------------------------------------------------
bMortgage-Backed Securities 82.8%                                                    

 Federal Home Loan Mortgage Corp. (FHLMC) 23.1%
<S>                                                                                    <C>        <C>     
 9.00%, 6/01/01                                                                        $ 67,290   $ 69,172
 6.50%, 11/01/01                                                                        161,441    162,345
 6.50%, 3/01/09                                                                         105,822    105,528
 7.00%, 6/01/09                                                                          70,595     71,524
 8.00%, 1/01/10                                                                          48,317     50,143
 7.50%, 4/01/10                                                                          66,936     68,693
 6.00%, 7/01/10                                                                         116,614    114,277
 6.50%, 4/01/11                                                                          63,213     62,892
 7.00%, 7/01/11                                                                          91,587     92,638
 9.50%, 12/01/22                                                                         82,544     89,075
 7.00%, 6/01/24                                                                         126,888    127,124
 7.50%, 7/01/24                                                                         128,085    130,748
 8.00%, 7/01/24                                                                         112,749    116,763
 8.50%, 12/01/24                                                                        149,057    156,187
 8.00%, 6/01/25                                                                          40,487     41,881
 7.00%, 9/01/25                                                                          70,799     70,814
 7.00%, 10/01/25                                                                         45,106     45,116
 7.50%, 10/01/25                                                                         42,885     43,722
 7.50%, 1/01/26                                                                          64,399     65,655
 8.00%, 1/01/26                                                                          80,199     82,960
 7.00%, 3/01/26                                                                          58,854     58,803
 7.00%, 3/01/26                                                                         109,139    109,044
 7.50%, 5/01/26                                                                          46,561     47,460
 7.50%, 1/01/27                                                                          75,221     76,673
                                                                                                 ----------   
 Total Federal Home Loan Mortgage Corp. (Cost $2,001,527)                                        2,059,237
                                                                                                 ----------
 Federal National Mortgage Association (FNMA) 35.5%
 6.00%, 3/01/01                                                                         190,653    189,309
 6.50%, 9/01/08                                                                         108,478    108,256
 7.00%, 7/01/09                                                                          85,620     86,705
 7.50%, 7/01/09                                                                          61,156     62,752
 6.00%, 4/01/11                                                                          47,659     46,549
 6.50%, 4/01/11                                                                          46,758     46,530
 6.00%, 5/01/11                                                                          49,115     47,971
 7.00%, 11/01/11                                                                         32,625     33,001
 6.00%, 12/01/23                                                                         24,932     23,827
 6.50%, 6/01/24                                                                         424,958    416,251
 7.00%, 6/01/24                                                                         333,943    333,944
 8.50%, 7/01/24                                                                          70,132     73,466
 8.00%, 1/01/25                                                                         137,635    142,395
 8.00%, 1/01/25                                                                          22,056     22,802
 9.00%, 1/01/25                                                                         134,962    144,042
 7.50%, 8/01/25                                                                         201,673    205,427
 7.50%, 11/01/25                                                                         48,832     49,742
 7.00%, 1/01/26                                                                          56,304     56,216
 7.50%, 3/01/26                                                                          49,138     50,049
 7.00%, 6/01/26                                                                          71,620     71,455
 Federal National Mortgage Association (FNMA) (cont.)
 8.00%, 6/01/26                                                                        $ 26,609   $ 27,519
 8.00%, 7/01/26                                                                          48,462     50,119
 8.00%, 8/01/26                                                                          82,130     84,938
 7.50%, 10/01/26                                                                         96,388     98,174
 7.00%, 4/01/27                                                                         300,000    299,202
 8.00%, 9/15/27                                                                         297,000    306,838
 6.116%, 11/01/35                                                                        95,204     94,789
                                                                                                 -----------   
 Total Federal National Mortgage Association (Cost $3,049,986)                                   3,172,268
                                                                                                 -----------
 Government National Mortgage Association (GNMA), SF, 24.2%
 9.00%, 12/15/16                                                                        107,080    116,393
 10.00%, 10/15/18                                                                        52,738     57,966
 9.50%, 10/15/20                                                                         94,348    102,671
 8.00%, 2/15/23                                                                         178,054    184,943
 7.00%, 6/15/23                                                                         241,592    242,711
 7.50%, 6/15/23                                                                         129,569    132,438
 6.50%, 1/15/24                                                                         248,911    244,349
 8.50%, 7/15/24                                                                         106,478    111,715
 8.00%, 1/15/25                                                                          37,212     38,520
 7.50%, 9/15/25                                                                          44,718     45,559
 7.50%, 9/15/25                                                                          23,196     23,632
 7.00%, 1/15/26                                                                          47,775     47,846
 7.50%, 1/15/26                                                                          72,255     73,592
 7.00%, 3/15/26                                                                          24,222     24,259
 7.50%, 5/15/26                                                                          21,647     22,048
 8.00%, 6/15/26                                                                          50,209     51,994
 8.00%, 6/15/26                                                                          36,612     37,914
 8.50%, 8/15/26                                                                          24,666     25,870
 8.00%, 8/20/26                                                                          32,522     33,556
 7.50%, 10/15/26                                                                         38,474     39,186
 7.50%, 9/15/27                                                                         495,000    504,049
                                                                                                 ----------   
 Total Government National Mortgage Association (Cost $2,126,691)                                2,161,211
                                                                                                 ----------
 Total Mortgage-Backed Securities (Cost $7,178,204)                                              7,392,716
                                                                                                 ----------
</TABLE>
<TABLE>
<CAPTION>

 Repurchase Agreement 15.9%
 Joint Repurchase Agreement, 6.007%, 10/01/97, (Maturity Value $1,424,348)
 (Cost $1,424,111)
   Aubrey G. Lanston & Co., Inc.,  (Maturity  Value  $108,356) B.A.  Securities,
   Inc.,  (Maturity Value  $108,356)  Barclays de Zoete Wedd  Securities,  Inc.,
   (Maturity  Value  $124,076)  Bear,  Stearns  &  Co.,  Inc.,  (Maturity  Value
   $108,356)  CIBC  Wood  Gundy  Securities  Corp.,  (Maturity  Value  $108,356)
   Donaldson,  Lufkin & Jenrette  Securities  Corp.,  (Maturity  Value $108,356)
   Dresdner Bank,  (Maturity Value $108,356) Fuji  Securities,  Inc.,  (Maturity
   Value  $108,356)  Lehman  Brothers,  Inc.,  (Maturity  Value  $108,356) Sanwa
   Securities  (USA) Co., L.P.,  (Maturity  Value  $108,356) SBC Warburg,  Inc.,
   (Maturity  Value  $108,356) The Nikko  Securities  Co.  International,  Inc.,
   (Maturity Value $108,356) UBS Securities L.L.C., (Maturity Value $108,356)
<S>                                                                                  <C>        <C>       
    Collateralized by U.S. Treasury Bills & Notes                                    $1,424,111 $1,424,111
                                                                                                ------------    
 Total Investments (Cost $8,602,315) 98.7%                                                       8,816,827
 Other Assets, less Liabilities 1.3%                                                               117,118
                                                                                                ------------
 Net Assets 100.0%                                                                              $8,933,945
                                                                                                ============
</TABLE>

aSee Note 1(b) regarding joint repurchase agreement.


FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
Financial Statements

Statement of Assets and Liabilities
September 30, 1997

<TABLE>
<CAPTION>

Assets:
<S>                                                                                            <C>       
 Investments in securities, at value (cost $7,178,204)                                         $7,392,716
 Repurchase agreement, at value and cost                                                        1,424,111
 Cash                                                                                               6,027
 Receivables:
  Investment securities sold                                                                          866
  Capital shares sold                                                                              64,762
  Interest                                                                                         45,463
                                                                                          -----------------
   Total assets and net assets, at value                                                        8,933,945
                                                                                          =================
Net assets consist of:
 Net unrealized appreciation                                                                    $ 214,512
 Accumulated net realized loss                                                                   (191,107)
 Capital shares                                                                                 8,910,540
                                                                                          -----------------
  Net assets, at value                                                                         $8,933,945
                                                                                          =================
 Net asset value per share ($8,933,945 / 896,996 shares outstanding)*                                  $9.96
                                                                                          =================
 Maximum offering price per share ($9.96 / 95.75%)                                                    $10.40
                                                                                          =================
</TABLE>

*Redemption price is equal to net asset value less any applicable sales charge.

FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
Financial Statements (continued)

Statement of Operations
for the year ended September 30, 1997


Investment income:
 Interest                                                              $540,924
Expenses:
 Management fees (Note 3)                                 $30,144
 Transfer agent fees (Note 3)                               1,438
 Custodian fees                                                76
 Reports to shareholders                                    1,060
 Registration and filing fees                              16,300
 Professional fees                                         11,105
 Amortization of organization costs (Note 1)                1,200
 Other                                                        776
                                                       ------------
  Total expenses                                                         62,099
                                                                      ---------
  Expenses waived/paid by affiliate (Note 3)                            (62,099)
                                                                      ---------
   Net expenses                                                               --
                                                                      ---------
    Net investment income                                               540,924
                                                                      ---------
Realized and unrealized gains:
 Net realized gain from investments                                       1,854
 Net unrealized appreciation on investments                             166,546
                                                                      ---------
Net realized and unrealized gain                                        168,400
                                                                      ---------
Net increase in net assets resulting from operations                   $709,324
                                                                      =========


FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
Financial Statements (continued)

Statement of Changes in Net Assets
for the years ended September 30, 1997 and 1996
<TABLE>
<CAPTION>


                                                                                       1997        1996
                                                                                ----------------------------
Increase (decrease) in net assets:
 Operations:
<S>                                                                                 <C>         <C>      
  Net investment income                                                             $ 540,924   $ 461,328
  Net realized gain from investments                                                    1,854          --
  Net unrealized appreciation (depreciation) on investments                           166,546    (107,488)
                                                                                ----------------------------
   Net increase in net assets resulting from operations                               709,324     353,840
 Distributions to shareholders from net investment income                            (539,448)   (461,328)
 Capital share transactions (Note 2)                                                1,916,844     974,807
                                                                                ----------------------------
   Net increase in net assets                                                       2,086,720     867,319
Net assets (there was no undistributed net investment income at end of year):
 Beginning of year                                                                  6,847,225   5,979,906
                                                                                ----------------------------
 End of year                                                                       $8,933,945  $6,847,225
                                                                                ============================
</TABLE>


FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
Notes to Financial Statements


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Franklin  Strategic  Mortgage  Portfolio  (the  Fund) is  registered  under  the
Investment Company Act of 1940 as a diversified,  open-end  investment  company.
The Fund seeks total return.

The following summarizes the Fund's significant accounting policies.

a. Security Valuation

Securities  listed or traded on a  recognized  national  exchange  or NASDAQ are
valued at the latest  reported  sales  price.  Over-the-counter  securities  and
listed  securities  for which no sale is reported are valued within the range of
the latest quoted bid and asked prices.  Securities for which market  quotations
are not readily  available  are valued at fair value as determined by management
in accordance with procedures established by the Board of Trustees.

b. Joint Repurchase Agreement

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.  The value and face amount of the joint  repurchase
agreement are allocated to the Fund based on its pro-rata interest. A repurchase
agreement is accounted  for as a loan by the Fund to the seller,  collateralized
by  securities  which are delivered to the Fund's  custodian.  The market value,
including accrued interest,  of the initial  collateralization is required to be
at least 102% of the dollar amount invested by the Funds,  with the value of the
underlying  securities  marked to market daily to maintain  coverage of at least
100%. At September 30, 1997, all outstanding  repurchase  agreements held by the
Fund had been entered into on that date.

c. Income Taxes

No  provision  has been made for income  taxes  because the Fund's  policy is to
qualify as a regulated  investment  company under the Internal  Revenue Code and
distribute all of its taxable income.

d. Security Transactions, Investment Income, Expenses and Distributions

Security transactions are accounted for on trade date. Realized gains and losses
on security  transactions  are  determined on a specific  identification  basis.
Interest  income and estimated  expenses are accrued  daily.  Dividends from net
investment  income  are  normally  declared  daily and  distributed  monthly  to
shareholders.

e. Organization Costs

Organization costs are amortized on a straight line basis over five years.

f. Accounting Estimates

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements and the amounts of income and expense during the reporting
period. Actual results could differ from those estimates.


2. CAPITAL STOCK

At September  30,  1997,  there were an  unlimited  number of shares  authorized
($0.01 par value). Transactions in the Fund's shares were as follows:
<TABLE>
<CAPTION>

                                                                   Year Ended September 30,
                                             ---------------------------------------------------------------
                                                              1997                           1996
                                             ---------------------------------------------------------------
                                                      Shares       Amount           Shares       Amount
                                             ---------------------------------------------------------------
<S>                                                   <C>        <C>                 <C>         <C>     
Shares sold                                           163,167    $1,611,537          55,521      $545,307
Shares issued in reinvestment of distributions         52,806       521,075          46,337       455,627
Shares redeemed                                       (21,862)     (215,768)         (2,685)      (26,127)
                                             ---------------------------------------------------------------
Net increase                                          194,111    $1,916,844          99,173      $974,807
                                             ===============================================================
</TABLE>

3. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

Certain  officers and trustees of the Fund are also officers  and/or trustees of
Franklin   Institutional   Services  Corporation   (FISCO),   Franklin/Templeton
Distributors,  Inc.  (Distributors),   Franklin  Templeton  Services,  Inc.  (FT
Services) and  Franklin/Templeton  Investor Services,  Inc. (Investor Services),
the Fund's investment advisor,  principal underwriter,  administrative  manager,
and transfer agent, respectively.

The Fund pays an  investment  management  fee to FISCO  based on the average net
assets of the Fund as follows:

      Annualized
       Fee Rate   Average Daily Net Assets
     ------------------------------------------------------------------
         .400%    First $250 million
         .380%    Over $250 million, up to and including $500 million
         .360%    In excess of $500 million

Under an agreement with FISCO, FT Services provides  administrative  services to
the fund. The fee is paid by FISCO based on average daily net assets, and is not
an additional expense of the fund.

FISCO  agreed in advance to waive  management  fees and assume  payment of other
expenses as noted in the Statement of Operations.

Distributors  received net commissions from sales of Fund shares for the year of
$1,194.

At September 30, 1997, Franklin Resources owned 76.84% of the Fund.


4. INCOME TAXES

At  September  30,  1997,  the Fund had tax basis  capital  losses  which may be
carried over to offset future capital gains. Such losses expire as follows:

        Expiring in:  2002                    $106,746
                      2004                      54,436
                                             ----------
                                              $161,182
                                             ==========

At September  30, 1997,  the net  unrealized  appreciation  based on the cost of
investments for income tax purposes of $8,617,776 was as follows:

        Unrealized appreciation              $208,142
        Unrealized depreciation               (9,091)
                                             ---------
        Net unrealized appreciation          $199,051
                                             =========

Net realized  capital gains and losses  differ for  financial  statement and tax
purposes   primarily  due  to  differing   treatment  of  mortgage  dollar  roll
transactions.


5. INVESTMENT TRANSACTIONS

Purchases and sales of securities (excluding short-term securities) for the year
ended September 30, 1997 aggregated $1,524,605 and $904,597, respectively.



FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
Report of Independent Accountants

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

We have  audited the  accompanying  statement of assets and  liabilities  of the
Franklin  Strategic  Mortgage  Portfolio (the Fund),  including the statement of
investments,  as of September 30, 1997, 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 each of the
periods presented.  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, 1997, by correspondence with the custodian. 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 the
Fund as of September 30, 1997,  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 its financial  highlights for each of the periods presented,  in
conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

San Francisco, California

November 4, 1997






FRANKLIN STRATEGIC MORTGAGE PORTFOLIO ANNUAL REPORT SEPTEMBER 30, 1997.

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 format the  investment  holdings of the fund on 9/30/97,
based on total net assets.

Investment Holdings

Federal National Mortgage Association (FNMA)          35.5%
Government National Mortgage Association (GNMA)       24.2%
Federal Home Loan Mortgage Corporation (FHLMC)        23.1%
Cash & Equivalents                                    17.2%

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 9/30/97.

Period Ending           Fund        Index

     2/1/1993       $9,579   $          10,000
       Feb-93       $9,718   $          10,092
       Mar-93       $9,780   $          10,153
       Apr-93       $9,839   $          10,222
       May-93       $9,859   $          10,269
       Jun-93      $10,007   $          10,368
       Jul-93      $10,014   $          10,411
       Aug-93      $10,130   $          10,453
       Sep-93      $10,166   $          10,463
       Oct-93      $10,215   $          10,497
       Nov-93      $10,133   $          10,478
       Dec-93      $10,230   $          10,557
       Jan-94      $10,349   $          10,664
       Feb-94      $10,187   $          10,598
       Mar-94       $9,984   $          10,336
       Apr-94       $9,932   $          10,271
       May-94       $9,959   $          10,306
       Jun-94       $9,925   $          10,280
       Jul-94      $10,109   $          10,480
       Aug-94      $10,139   $          10,502
       Sep-94      $10,002   $          10,362
       Oct-94       $9,978   $          10,358
       Nov-94       $9,952   $          10,321
       Dec-94      $10,043   $          10,407
       Jan-95      $10,248   $          10,640
       Feb-95      $10,511   $          10,911
       Mar-95      $10,546   $          10,956
       Apr-95      $10,685   $          11,103
       May-95      $11,033   $          11,463
       Jun-95      $11,101   $          11,523
       Jul-95      $11,116   $          11,546
       Aug-95      $11,228   $          11,653
       Sep-95      $11,329   $          11,756
       Oct-95      $11,446   $          11,864
       Nov-95      $11,571   $          12,003
       Dec-95      $11,706   $          12,152
       Jan-96      $11,803   $          12,246
       Feb-96      $11,709   $          12,149
       Mar-96      $11,658   $          12,108
       Apr-96      $11,628   $          12,052
       May-96      $11,591   $          12,036
       Jun-96      $11,727   $          12,190
       Jul-96      $11,782   $          12,239
       Aug-96      $11,778   $          12,242
       Sep-96      $11,974   $          12,447
       Oct-96      $12,206   $          12,689
       Nov-96      $12,377   $          12,864
       Dec-96      $12,329   $          12,807
       Jan-97      $12,414   $          12,916
       Feb-97      $12,437   $          12,930
       Mar-97      $12,392   $          12,823
       Apr-97      $12,569   $          13,018
       May-97      $12,679   $          13,139
       Jun-97      $12,807   $          13,290
       Jul-97      $13,012   $          13,536
       Aug-97      $13,003   $          13,511
       Sep-97      $13,152   $          13,672

Cum. TR                36.72%
- ------------------------------





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