FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
N-30D, 1998-11-20
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Annual
Report

                                                             September 30, 1998

Franklin Strategic Mortgage Portfolio

Thank you for investing with Franklin  Templeton.  We encourage our investors to
maintain a long-term  perspective and remember that all securities  markets move
both up and down,  as do mutual  fund  share  prices.  We  appreciate  your past
support and look forward to serving your investment needs in the years ahead.


GRAPHIC PICTURE OMITTED



Charles B. Johnson
Chairman
Franklin Strategic
Mortgage Portfolio


CONTENTS

Shareholder Letter ..........   1

Manager's Discussion ........   4

Performance Summary .........   7

Financial Highlights &
Statement of Investments ....   9

Financial Statements ........  13

Notes to
Financial Statements ........  16

Independent
Auditors' Report ............  19


SHAREHOLDER LETTER

Dear Shareholder:

It's a pleasure to bring you the Franklin  Strategic  Mortgage  Portfolio annual
report for the period ended September 30, 1998.

FOREIGN STORMS BRING RAIN

Although El Nino's effects on domestic  weather subsided in June, the U.S. stock
market  faced its own version of adverse  elements in August.  By the end of the
reporting period,  financial events at home mirrored the downpour abroad,  where
washed-out currencies flooded foreign markets. On August 31, storm clouds rained
on  American  stock  markets,  washing  away  much of the  first  half of 1998's
spectacular  gains. On that day the Dow Jones(R)  Industrial Average (DJIA) lost
512.61  points or 6.37% of its value.1 Many  analysts  attributed  this slide to
concerns  about  Russia's  economic and political  stability as well as evidence
that the Asian countries' economic problems are more deep-seated than originally
believed. At home, 1998 U.S. corporate profits, through the end of the reporting
period,  fell  dramatically  from 1997 levels.  Those companies with significant
Asian exports,  competing  with Asian products or those in commodity  businesses
like paper, oil and steel were especially hard hit.

At the same time, the very factors negatively impacting the U.S. stock market --
the slowing  domestic economy and Russian and Asian economic turmoil -- provided
a boost to the U.S.  bond market.  Low  inflation at home and foreign  investors
flocking to U.S. bonds, especially U.S. Treasuries, as a "safe haven" from stock
market volatility abroad, drove bond prices higher. Bond price and yield move in
an inverse  relationship,  so yields on  long-term  bonds  fell to their  lowest
levels in years.  The benchmark  30-year U.S.  Treasury bond ended the reporting
period yielding 4.98%, compared with 6.41% a year earlier.2


1. Source: Bloomberg.


What is an  investor to do faced with  steeply  fluctuating  markets?  While the
phrase  "investment  value  may go  down as well  as up"  abounds  in  financial
literature,  the stock  market's  unusually high gains in the past few years may
have led many investors to believe otherwise.  Putting the 1990s into historical
perspective,  it is worth noting that the average yearly gain in the S&P 500(R),
which  paints a broader  picture  of the U.S.  market  than the  DJIA,  has been
+10.51% since 1930;  however,  from January 1, 1990,  through June 30, 1998, the
S&P 500 rose an average of +17.81% a year.3  Also,  there have been fewer market
corrections  during the 1990s than previous  decades,  with a market  correction
being  defined  as a 10% or  greater  decline  over a period  of days,  weeks or
months.

WEATHERPROOFING YOUR PORTFOLIO

In times like these,  it's easy to  understand  why people can become  emotional
about  their  investments.  That's  why I believe  investors  should  call their
investment   representatives,   and  plan  to  cover   three   points  in  their
conversations.  One, review their current financial plans, recalling their goals
and why they made their investment  choices in the first place. Two, discuss the
value of  diversification,  which can help  reduce the risk that any one type of
security will have a negative impact on an overall portfolio, and check if their
investments  are still  properly  diversified.  As shown  during  the  reporting
period, the bond and stock markets often behave differently. In each of the five
years  since 1973 that stocks  posted  negative  annual  returns,  bonds  posted
positive returns.4 Three,  review their investment  timeframe to help put recent
market  declines  into  perspective  and  avoid  turning  what  could  be only a
temporary  paper loss into a permanent one.  Maintaining a long-term  outlook is
one of the keys to weathering market volatility.


2. Ibid.
3.  Source:  Stocks,  Bonds,  Bills,  and  Inflation  1998  Yearbook,   Ibbotson
Associates.


An important  component of a long-term  approach is having a regular  investment
plan. Investing on a scheduled basis, regardless of market directions,  can help
investors  take  advantage of market  downturns when prices are low, and benefit
from  any  market   rallies.   We  encourage  you  to  contact  your  investment
representative to discuss setting up a regular investment plan. While investment
success  is  the  primary  objective  of  investment  planning,   one  important
by-product of a good plan can be peace of mind.

As always,  we appreciate your support,  welcome your questions and comments and
look forward to serving your investment needs in the years ahead.


Sincerely,



Charles B. Johnson
Chairman
Franklin Strategic Mortgage Portfolio


4. Source: For bond market statistics based on the Lehman Brothers Government/
Corporate Bond Index - Lehman Brothers; for stock market measured by the S&P 500
Index - Standard & Poor's(R).


MANAGER'S DISCUSSION

- --------------------------------------------------------------------------------
Your Fund's Goal:  Franklin  Strategic Mortgage Portfolio 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
- --------------------------------------------------------------------------------

Strong economic growth and low inflation characterized the United States economy
during the 12-month  reporting  period.  Robust  consumer demand was the primary
driver for the 3.6% annualized U.S. gross domestic product growth rate, from the
end of second quarter 1997,  through  second quarter 1998.2 An extremely  strong
labor market, as seen in September's 4.6% unemployment  rate, which hovered near
a 30-year low, supported high levels of consumer confidence during the reporting
period.2 A booming  housing market,  resulting from low  unemployment as well as
falling  interest  rates,  further  contributed  to economic  growth  during the
reporting period.

The presence of tight labor  markets  pushing up wage and benefit  costs has not
yet translated into consumer price inflation. Commodity prices fell as the Asian
contagion  stifled global demand.  At the same time,  productivity  gains in the
U.S. allowed  businesses to absorb rising labor costs without passing them on to
consumers.  The unique  combination  of these two factors  helped keep inflation
extremely low during the reporting period, as demonstrated by the Consumer Price
Index (CPI)  increase of only 1.5% from  September  30, 1997,  to September  30,
1998.3


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.
2. Source: Bloomberg.
You will find a complete  listing of the fund's  portfolio  holdings,  including
dollar value and number of shares or principal  amount,  beginning on page 10 of
this report.


Inflation's  inability to ignite was one factor  precipitating the U.S. interest
rate decline over the past year.  30-year Treasury interest rates fell 143 basis
points  during the reporting  period,  from 6.41% to 4.98%.  The federal  budget
deficit  reduction and U.S.  Treasury  securities'  increased  popularity  among
investors also spurred falling interest rates.

Disruptions in the Asian economies sent shockwaves  throughout  global financial
markets,  spurring  investors' flight to quality into "safe haven" U.S. Treasury
securities.  This  surge in  popularity,  occurring  during a period of  reduced
supply,  drove up the prices of Treasuries,  causing their yields to fall during
the reporting  period. At the same time,  increased tax receipts,  prompted by a
strong  U.S.  economy  and the  federal  government's  higher  degree  of fiscal
responsibility,  reduced the need for Treasury  borrowing,  thereby lowering the
supply of Treasury securities on the market.

The flight to quality  also led to the U.S.  dollar's  appreciation  relative to
many currencies. As a consequence,  U.S. products became more expensive and less
competitive  with their  foreign  counterparts.  In  addition,  the Asian crisis
exerted a drag on U.S.  economic  growth in early  1998,  dampening  exports and
manufacturing  activity.  Although bad news for the American trade deficit,  the
influx of cheaper  foreign goods reaching  American shores should keep inflation
at bay. Anticipating that U.S. economic growth will slow under the weight of the
global  financial  crisis,  the Federal  Reserve Board lowered the Federal Funds
target rate to 5.25% on September 29.4


3. Source: Standard & Poor's Micropal.



GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT



The magnitude and abruptness of the late-summer  Treasury market rally prevented
mortgage  pass-throughs  from  keeping  pace with  comparable,  recently  issued
Treasury  securities.  In the  midst  of the  global  turmoil,  it  seemed  that
investors shunned all other financial  instruments in favor of U.S.  Treasuries.
As a  consequence,  the yield spread  widened  between  Treasury  securities and
mortgage-backed securities.

Over the past twelve months, we increased our exposure to lower-coupon  mortgage
pass-throughs,   which  offer  more   insulation   from   prepayment  risk  than
higher-coupon pass-throughs.  Prepayment risk is the risk that the borrower will
take advantage of lower interest rates to refinance his home loan,  repaying the
original  mortgage holder ahead of time;  thereby causing the mortgage holder to
lose this source of income.  In such an environment  the returned  principal can
only be reinvested at the current,  lower rates. We also held  non-callable U.S.
Treasury and agency securities in the portfolio, anticipating they would benefit
from the lower  interest-rate  environment.  We will look to add to our mortgage
securities holdings as relative value opportunities arise.

Please  remember,  this  discussion  reflects our views,  opinions and portfolio
holdings as of September  30, 1998,  the end of the reporting  period.  However,
market and economic conditions are changing constantly, which can be expected to
affect our strategies and the fund's portfolio composition.  Although historical
performance  is no  guarantee  of future  results,  these  insights may help you
understand our investment and management philosophy.


4. Source: Bloomberg.


PERFORMANCE SUMMARY

The share price of Franklin  Strategic  Mortgage  Portfolio,  as measured by net
asset value,  increased 18 cents, from $9.96 on September 30, 1997, to $10.14 on
September 30, 1998. During the one-year reporting period,  shareholders received
dividend income totaling 65.887 cents ($0.65887).  Distributions will vary based
on the  fund's  income,  and past  distributions  are not  predictive  of future
trends.

Based on an  annualization of the current monthly  per-share  dividend of 5.3196
cents  ($0.053196)  and the maximum  offering  price of $10.59 on September  30,
1998, your fund's distribution rate was 6.11%.

The chart on page 8 illustrates  the performance of the fund since its inception
in 1993, compared with that of the Salomon Brothers  Mortgage-Backed  Securities
Index. Keep in mind an unmanaged index has inherent performance differentials in
comparison with any fund. 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 need 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 operating expenses such as Franklin Strategic
Mortgage  Portfolio's  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.


Past performance is not predictive of future results.


Dividend Distributions
10/1/97 - 9/30/98*

                                 Dividend 
Month                            per share
- --------------------------------------------
October                         5.7027 cents
November                        5.4468 cents
December                        6.2921 cents
January                         5.3962 cents
February                        5.3138 cents
March                           5.5958 cents
April                           5.0581 cents
May                             5.0931 cents
June                            5.7765 cents
July                            5.5012 cents
August                          5.3911 cents
September                       5.3196 cents
- --------------------------------------------
Total                          65.8870 cents


*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 month. Income
distributions include all accrued income earned by the fund during the reporting
period.



GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT



*Includes all sales charges as applicable, and represents the change in value of
an  investment  over the period  shown.  Total return  assumes  reinvestment  of
dividends and capital gains at net asset value.

**Source:  Standard  and  Poor's  Micropal.  Index  is  unmanaged  and  includes
reinvested dividends. One cannot invest directly in an index.


<TABLE>
<CAPTION>
Periods ended 9/30/98
                                                                                     SINCE
                                                                                   INCEPTION
                                         1-YEAR        3-YEAR        5-YEAR        (2/1/93)
- --------------------------------------------------------------------------------------------
<S>                                        <C>          <C>           <C>           <C>   
Cumulative Total Return1                   8.71%        26.20%        40.64%        49.26%

Average Annual Total Return2               4.11%         6.51%         6.14%         6.52%

Distribution Rate3                6.11%

30-Day Standardized Yield4        6.09%
</TABLE>


1. Cumulative total return  represents the change in value of an investment over
the periods indicated and does not include the sales charge.
2. Average annual total return  represents the average annual change in value of
an investment over the periods indicated and includes the current, maximum 4.25%
initial  sales  charge.  Prior to July 1, 1994,  fund shares  were  offered at a
higher initial sales charge. Thus actual total returns would be lower.
3. Distribution rate is based on an annualization of the current 5.3196 cent per
share monthly dividend and the maximum offering price of $10.59 on September 30,
1998.
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, 1998.
All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  The fund's  manager agreed in advance to waive a portion of
its management fees, which reduces operating expenses and increases distribution
rate,  yield and total return to shareholders.  Without this waiver,  the fund's
distribution  rate and total  return  would have been  lower,  and yield for the
period  would have been 5.29%.  The fee waiver may be  discontinued  at any time
upon notice to the fund's Board of Trustees.  Since  markets can go down as well
as up, your  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 is not predictive of future results.


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

                                                                       YEAR ENDED SEPTEMBER 30,
                                                       -------------------------------------------------------
                                                           1998       1997       1996       1995       1994
                                                       -------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S>                                                      <C>         <C>        <C>        <C>        <C>   
Net asset value, beginning of year                       $ 9.96      $9.74      $9.91      $9.42      $10.24
                                                       -------------------------------------------------------
Income from investment operations:
 Net investment income                                      .660       .708       .717       .714        .553
 Net realized and unrealized gains (losses)                 .179       .220      (.170)      .490       (.711)
                                                       -------------------------------------------------------
Total from investment operations                            .839       .928       .547      1.204       (.158)
                                                       -------------------------------------------------------

Less distributions from:
 Net investment income                                     (.659)     (.708)     (.717)     (.714)      (.553)
 Net realized gains                                           --         --         --         --       (.109)
                                                       -------------------------------------------------------
Total distributions                                        (.659)     (.708)     (.717)     (.714)      (.662)
                                                       -------------------------------------------------------
Net asset value, end of year                             $10.14      $9.96      $9.74      $9.91      $ 9.42
                                                       =======================================================

Total return+                                              8.71%      9.84%      5.69%     13.27%      (1.61)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's)                         $14,551      $8,934     $6,847     $5,980      $5,223
Ratios to average net assets:
 Expenses                                                    --%        --%        --%        --%         --%
 Expenses excluding waiver and payments by affiliate        .74%       .82%      1.11%      1.24%       1.28%
 Net investment income                                     6.56%      7.18%      7.26%      7.42%       5.65%
Portfolio turnover rate*                                  38.15%     13.59%     17.64%     34.20%      86.38%
</TABLE>

+Total return does not reflect sales commissions and is not annualized.
*The portfolio turnover rate excludes mortgage dollar roll transactions.



                       See notes to financial statements.



<TABLE>
<CAPTION>
FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
Statement of Investments, September 30, 1998

                                                                                     PRINCIPAL
                                                                                      AMOUNT        VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                                                                 <C>         <C>
bMortgage-Backed Securities  70.0%
 Federal Home Loan Mortgage Corp. (FHLMC)  19.7%
 9.00%, 6/01/01                                                                      $  37,353   $  38,272
 6.50%, 11/01/01                                                                       132,158     134,085
 6.50%, 3/01/09                                                                         86,925      88,949
 7.00%, 6/01/09                                                                         54,957      56,513
 8.00%, 1/01/10                                                                         26,994      27,905
 7.50%, 4/01/10                                                                         44,931      46,418
 6.00%, 7/01/10                                                                         99,247     100,599
 6.50%, 4/01/11                                                                         53,431      54,647
 7.00%, 7/01/11                                                                         75,350      77,515
 6.00%, 5/01/13                                                                        244,640     247,516
 9.50%, 12/01/22                                                                        61,500      66,429
 7.00%, 6/01/24                                                                        124,524     128,071
 7.50%, 7/01/24                                                                         85,722      88,461
 8.00%, 7/01/24                                                                         71,560      74,005
 8.50%, 12/01/24                                                                       134,827     140,589
 8.00%, 6/01/25                                                                         21,375      22,100
 7.00%, 9/01/25                                                                         61,844      63,600
 7.00%, 10/01/25                                                                        35,391      36,397
 7.50%, 10/01/25                                                                        32,527      33,565
 7.50%, 1/01/26                                                                         50,456      52,066
 8.00%, 1/01/26                                                                         51,945      53,706
 7.00%, 3/01/26                                                                        144,657     148,778
 7.50%, 5/01/26                                                                         25,856      26,681
 7.50%, 1/01/27                                                                         47,885      49,413
 7.00%, 4/01/28                                                                        480,552     493,721
 7.00%, 5/01/28                                                                        505,218     519,611
                                                                                               -----------
 Total Federal Home Loan Mortgage Corp. (Cost $2,779,116)                                        2,869,612
                                                                                               -----------
 Federal National Mortgage Association (FNMA) 37.8%
 6.00%, 3/01/01                                                                        186,645     188,336
 5.75%, 6/15/05                                                                      1,800,000   1,886,547
 6.50%, 9/01/08                                                                         87,882      89,793
 7.00%, 7/01/09                                                                         76,678      78,792
 7.50%, 7/01/09                                                                         42,490      43,848
 6.00%, 4/01/11                                                                         39,001      39,454
 6.50%, 4/01/11                                                                         39,908      40,796
 6.00%, 5/01/11                                                                         42,992      43,492
 7.00%, 11/01/11                                                                        27,253      28,022
 7.37%, 11/01/23                                                                       140,526     144,807
 6.00%, 12/01/23                                                                        22,654      22,664
 6.50%, 6/01/24                                                                        383,760     391,107
 7.00%, 6/01/24                                                                        270,757     278,900
 8.50%, 7/01/24                                                                         23,144      24,169
 8.00%, 1/01/25                                                                         97,950     101,830
 9.00%, 1/01/25                                                                         84,342      89,141
 7.50%, 8/01/25                                                                        145,793     150,583
 7.50%, 11/01/25                                                                        41,685      43,055
 Federal National Mortgage Association (FNMA) (cont.)
 8.00%, 12/01/25                                                                    $  203,872  $  211,925
 7.00%, 1/01/26                                                                         53,568      55,182
 7.50%, 3/01/26                                                                         33,913      35,021
 7.00%, 6/01/26                                                                         62,586      64,467
 8.00%, 6/01/26                                                                         12,340      12,827
 8.00%, 7/01/26                                                                         26,340      27,380
 8.00%, 8/01/26                                                                         49,267      51,211
 7.50%, 10/01/26                                                                        60,438      62,411
 7.00%, 4/01/27                                                                        269,800     277,546
 6.50%, 3/01/28                                                                      1,004,222   1,022,305
                                                                                               -----------
 Total Federal National Mortgage Association (Cost $5,251,333)                                   5,505,611
                                                                                               -----------
 Government National Mortgage Association (GNMA), SF, 12.5%
 9.00%, 12/15/16                                                                        82,652      89,157
 10.00%, 10/15/18                                                                       44,103      48,626
 9.50%, 10/15/20                                                                        76,581      83,034
 8.00%, 2/15/23                                                                        145,074     152,023
 7.00%, 6/15/23                                                                        210,079     217,648
 7.50%, 6/15/23                                                                        100,366     104,319
 6.50%, 1/15/24                                                                        219,677     225,622
 8.50%, 7/15/24                                                                         75,833      80,872
 8.00%, 1/15/25                                                                         25,573      26,782
 7.50%, 9/15/25                                                                         57,359      59,552
 7.00%, 1/15/26                                                                         43,528      45,015
 7.50%, 1/15/26                                                                         63,214      65,619
 7.00%, 3/15/26                                                                         20,397      21,094
 7.50%, 5/15/26                                                                         18,071      18,758
 8.00%, 6/15/26                                                                         52,336      54,809
 8.50%, 8/15/26                                                                         11,212      11,992
 8.00%, 8/20/26                                                                         20,560      21,371
 7.50%, 10/15/26                                                                        33,930      35,221
 7.50%, 9/15/27                                                                        445,282     461,912
                                                                                               -----------
 Total Government National Mortgage Association (Cost $1,761,468)                                1,823,426
                                                                                               -----------
 Total Mortgage-Backed Securities (Cost $9,791,917)                                             10,198,649
                                                                                               -----------
 U.S. Government Securities 3.6%
 U.S. Treasury Notes, 5.625%, 12/31/02                                                 500,000     524,376
                                                                                               -----------
 Total U.S. Government Securities (Cost $506,719)                                                  524,376
                                                                                               -----------
 Total Long-Term Investments (Cost $10,298,636)                                                 10,723,025
                                                                                               -----------


aRepurchase Agreement 25.4%

 Joint Repurchase Agreement, 5.275%, 10/01/98 (Maturity Value $3,689,660)
  (Cost $3,689,120)                                                                 $3,689,120 $ 3,689,120
  BankAmerica Securities, Inc. (Maturity Value $371,769)
  Barclays Capital Group, Inc. (Maturity Value $343,739)
  BT Alex Brown, Inc. (Maturity Value $371,769)
  Chase Securities, Inc. (Maturity Value $371,769)
  CIBC Wood Gundy Securities Corp. (Maturity Value $371,769)
  Donaldson, Lufkin & Jenrette Securities Corp. (Maturity Value $371,769)
  Dresdner Kleinwort Benson North America, L.L.C. (Maturity Value $371,769)
  Greenwich Capital Markets, Inc. (Maturity Value $371,769)
  Paribas Corp. (Maturity Value $371,769)
  SBC Warburg Dillon Read, Inc. (Maturity Value $371,769)
    Collateralized by U.S. Treasury Bills & Notes                                              -----------
 Total Investments (Cost $13,987,756) 99.0%                                                     14,412,145
 Other Assets, less Liabilities 1.0%                                                               138,672
                                                                                               -----------
 Net Assets 100.0%                                                                             $14,550,817
                                                                                               -----------



aSee Note 1(b) regarding joint repurchase agreement.
</TABLE>



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

Statement of Assets and Liabilities
September 30, 1998


Assets:
 <S>                                                                                          <C>        
 Investments in securities, at value (cost $10,298,636)                                       $10,723,025
 Repurchase agreements, at value and cost                                                       3,689,120
 Cash                                                                                              27,101
 Receivables:
  Capital shares sold                                                                              25,216
  Interest                                                                                         88,537
                                                                                               ----------
      Total assets                                                                             14,552,999
                                                                                               ----------
Liabilities:
 Payables:
  Capital shares redeemed                                                                           2,020
  Shareholders                                                                                        162
                                                                                               ----------
      Total liabilities                                                                             2,182
                                                                                               ----------
       Net assets, at value                                                                   $14,550,817
                                                                                               ----------

Net assets consist of:
 Net unrealized appreciation                                                                   $  424,389
 Accumulated net realized loss                                                                   (155,583)
 Capital shares                                                                                14,282,011
                                                                                               ----------
      Net assets, at value                                                                    $14,550,817
                                                                                               ----------
 Net asset value per share ($14,550,817 / 1,435,175 shares outstanding)*                           $10.14
                                                                                               ==========
 Maximum offering price per share ($10.14 / 95.75%)                                                $10.59
                                                                                               ==========


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



                       See notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
for the year ended September 30, 1998


<S>                                                                                    <C>     <C>
Investment income:
 Interest                                                                                      $  777,125
Expenses:
 Management fees (Note 3)                                                              47,370
 Transfer agent fees (Note 3)                                                           4,277
 Custodian fees                                                                            64
 Reports to shareholders                                                                4,167
 Registration and filing fees                                                          18,535
 Professional fees                                                                     12,959
 Other                                                                                    425
                                                                                     --------
      Total expenses                                                                               87,797
                                                                                               ----------
      Expenses waived/paid by affiliate (Note 3)                                                  (87,797)
                                                                                               ----------
       Net expenses                                                                                    --
                                                                                               ----------
        Net investment income                                                                     777,125
                                                                                               ----------
Realized and unrealized gains:
 Net realized gain from investments                                                                16,849
 Net unrealized appreciation on investments                                                       209,877
                                                                                               ----------
Net realized and unrealized gain                                                                  226,726
                                                                                               ----------
Net increase in net assets resulting from operations                                           $1,003,851
                                                                                               ==========



                       See notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
for the years ended September 30, 1998 and 1997

                                                                                             1998            1997
                                                                                     ---------------------------------
Increase in net assets:
 Operations:
  <S>                                                                                    <C>             <C>       
  Net investment income                                                                  $  777,125      $  540,924
  Net realized gain from investments                                                         16,849           1,854
  Net unrealized appreciation on investments                                                209,877         166,546
                                                                                     ---------------------------------
      Net increase in net assets resulting from operations                                1,003,851         709,324
 Distributions to shareholders from net investment income                                  (775,976)       (539,448)
 Capital share transactions (Note 2)                                                      5,388,997       1,916,844
                                                                                     ---------------------------------
      Net increase in net assets                                                          5,616,872       2,086,720
Net assets (there was no undistributed net investment income at beginning and end of year):
 Beginning of year                                                                        8,933,945       6,847,225
                                                                                     ---------------------------------
 End of year                                                                            $14,550,817      $8,933,945
                                                                                     =================================



                       See notes to financial statements.
</TABLE>



FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
Notes to Financial Statements


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Franklin  Strategic  Mortgage  Portfolio  (the  Trust) is  registered  under the
Investment Company Act of 1940 as an open-end,  diversified  investment company.
The Trust consists of one Fund, the Franklin  Strategic  Mortgage Portfolio (the
Fund), which 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, 1998,  all  outstanding  repurchase  agreements  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 to
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. 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.

<TABLE>
<CAPTION>
2. SHARES OF BENEFICIAL INTEREST

At September  30,  1998,  there were an  unlimited  number of shares  authorized
($0.01 par value). Transactions in the Fund's shares were as follows:

                                                                        Year Ended September 30,
                                                       ------------------------------------------------------------
                                                                1998                               1997
                                                       ------------------------------------------------------------
                                                        Shares          Amount             Shares          Amount
                                                       ------------------------------------------------------------
<S>                                                    <C>           <C>                  <C>            <C>       
Shares sold                                            736,173       $ 7,369,970          163,167        $1,611,537
Shares issued in reinvestment of distributions          67,712           678,453          52,806            521,075
Shares redeemed                                       (265,706)       (2,659,426)         (21,862)         (215,768)
                                                       ------------------------------------------------------------
Net increase                                           538,179       $ 5,388,997          194,111        $1,916,844
                                                       ============================================================
</TABLE>

3. TRANSACTIONS WITH AFFILIATES

Certain  officers  and  trustees  of the Fund are also  officers  or trustees of
Franklin  Advisers,  Inc.  (Advisers),   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 Advisers 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 Advisers, FT Services provides  administrative  services
to the Fund. The fee is paid by Advisers based on average daily net assets,  and
is not an additional expense of the Fund.

Advisers 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
$5,058.

At September 30, 1998, Franklin Resources owned 48.47% of the Fund.

4. INCOME TAXES

At September 30, 1998,  the Fund had tax basis capital  losses of $144,687 which
may be carried  over to offset  future  capital  gains.  Such  losses  expire as
follows:

     Capital loss carryovers expiring in:
      2002................................................    $ 90,251
      2004................................................      54,436
                                                            ----------
                                                              $144,687
                                                            ==========

At September  30, 1998,  the net  unrealized  appreciation  based on the cost of
investments for income tax purposes of $13,998,652 was as follows:

     Unrealized appreciation..............................    $414,535
     Unrealized depreciation..............................      (1,042)
                                                            ----------
     Net unrealized appreciation..........................    $413,493
                                                            ==========

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

5. INVESTMENT TRANSACTIONS

Purchases and sales of securities (excluding short-term securities) for the year
ended September 30, 1998 aggregated $6,900,654 and $3,804,773, respectively.



FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
Independent Auditors' Report

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

In our opinion, the accompanying statement of assets and liabilities,  including
the statement of  investments,  and the related  statements of operations and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the  financial  position  of  Franklin  Strategic  Mortgage
Portfolio  (the "Fund") at September 30, 1998, 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 each of the  periods
presented,  in conformity with generally accepted accounting  principles.  These
financial  statements  and  financial  highlights   (hereafter  referred  to  as
"financial  statements") are the  responsibility of the Fund's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  generally  accepted  auditing  standards  which  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe  that our  audits,  which  included  confirmation  of  securities  at
September 30, 1998 by  correspondence  with the custodian,  provide a reasonable
basis for the opinion expressed above.

PricewaterhouseCoopers LLP


San Francisco, California
October 30, 1998






Franklin Strategic Mortgage Portfolio
Annual Report
September 30, 1998.


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 Franklin Strategic
Mortgage Portfolio based on total net assets as of 9/30/98.

30-Year Mortgage Pass-Throughs                 46.34%
U.S. Treasury Note                             16.57%
15-Year Mortgage Pass-Throughs                  7.58%
Balloon Mortgage Pass-Throughs                  2.21%
Adjustable Rate Mortgage                        0.99%
Cash & Equivalents                             26.31%



GRAPHIC MATERIAL (2)

This chart compares the performance of Franklin  Strategic Mortgage Portfolio to
the Salomon Brothers Mortgage-Backed Securities Index from (2/1/93 - 9/30/98)

                Franklin Strategic      Salomon Brothers
                Mortgage Portfolio       Mortgage-Backed
                                        Securities Index
- --------------------------------------------------------
     2/1/93      $9,579                      $10,000
    2/28/93      $9,718          0.92%       $10,092
    3/31/93      $9,780          0.60%       $10,153
    4/30/93      $9,839          0.68%       $10,222
    5/31/93      $9,859          0.46%       $10,269
    6/30/93     $10,008          0.97%       $10,368
    7/31/93     $10,014          0.41%       $10,411
    8/31/93     $10,130          0.41%       $10,453
    9/30/93     $10,166          0.09%       $10,463
   10/31/93     $10,215          0.33%       $10,497
   11/30/93     $10,133         -0.18%       $10,478
   12/31/93     $10,230          0.75%       $10,557
    1/31/94     $10,349          1.01%       $10,664
    2/28/94     $10,187         -0.62%       $10,598
    3/31/94      $9,984         -2.47%       $10,336
    4/30/94      $9,932         -0.63%       $10,271
    5/31/94      $9,959          0.34%       $10,306
    6/30/94      $9,925         -0.25%       $10,280
    7/31/94     $10,109          1.95%       $10,480
    8/31/94     $10,139          0.21%       $10,502
    9/30/94     $10,002         -1.34%       $10,362
   10/31/94      $9,978         -0.03%       $10,358
   11/30/94      $9,952         -0.36%       $10,321
   12/31/94     $10,043          0.83%       $10,407
    1/31/95     $10,248          2.24%       $10,640
    2/28/95     $10,511          2.55%       $10,911
    3/31/95     $10,546          0.41%       $10,956
    4/30/95     $10,685          1.34%       $11,103
    5/31/95     $11,033          3.24%       $11,463
    6/30/95     $11,101          0.53%       $11,523
    7/31/95     $11,116          0.20%       $11,546
    8/31/95     $11,228          0.92%       $11,653
    9/30/95     $11,329          0.89%       $11,756
   10/31/95     $11,446          0.92%       $11,864
   11/30/95     $11,571          1.17%       $12,003
   12/31/95     $11,706          1.24%       $12,152
    1/31/96     $11,803          0.77%       $12,246
    2/29/96     $11,709         -0.79%       $12,149
    3/31/96     $11,658         -0.34%       $12,108
    4/30/96     $11,628         -0.46%       $12,052
    5/31/96     $11,591         -0.13%       $12,036
    6/30/96     $11,727          1.28%       $12,190
    7/31/96     $11,782          0.40%       $12,239
    8/31/96     $11,778          0.02%       $12,242
    9/30/96     $11,974          1.68%       $12,447
   10/31/96     $12,206          1.94%       $12,689
   11/30/96     $12,377          1.38%       $12,864
   12/31/96     $12,329         -0.44%       $12,807
    1/31/97     $12,414          0.85%       $12,916
    2/28/97     $12,437          0.11%       $12,930
    3/31/97     $12,392         -0.83%       $12,823
    4/30/97     $12,569          1.52%       $13,018
    5/31/97     $12,679          0.93%       $13,139
    6/30/97     $12,807          1.15%       $13,290
    7/31/97     $13,012          1.85%       $13,536
    8/31/97     $13,003         -0.18%       $13,511
    9/30/97     $13,152          1.19%       $13,672
   10/31/97     $13,280          1.08%       $13,820
   11/30/97     $13,312          0.34%       $13,867
   12/31/97     $13,436          0.91%       $13,993
    1/31/98     $13,563          0.93%       $14,123
    2/28/98     $13,594          0.30%       $14,166
    3/31/98     $13,643          0.39%       $14,221
    4/30/98     $13,712          0.56%       $14,300
    5/31/98     $13,809          0.70%       $14,401
    6/30/98     $13,889          0.44%       $14,464
    7/31/98     $13,951          0.49%       $14,535
    8/31/98     $14,096          0.91%       $14,667
    9/30/98     $14,297          1.20%       $14,843

Total            42.97%                       48.43%
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