Franklin Strategic Series Sample Contracts

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INVESTMENT COMPANIES
Custody Agreement • March 13th, 1998 • Franklin Strategic Series

The Bank of New York and each of the Investment Companies listed on Exhibit A, for itself and on behalf of its specified series, hereby amend the Master Custody Agreement dated as of February 16, 1996, by replacing Exhibit A with the attached.

EXHIBIT A
Master Custody Agreement • August 27th, 2007 • Franklin Strategic Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

SCHEDULE 1
Manager Agreement • August 27th, 2009 • Franklin Strategic Series

Franklin Real Estate Delaware Statutory Franklin Real Estate Securities Fund Securities Trust Trust Franklin Strategic Mortgage Delaware Statutory Portfolio Trust

FRANKLIN STRATEGIC SERIES on behalf of the FRANKLIN BIOTECHNOLOGY DISCOVERY FUND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 26th, 2019 • Franklin Strategic Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of December 29, 2017, is made between FRANKLIN STRATEGIC SERIES, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN BIOTECHNOLOGY DISCOVERY FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”), and amends and restates the prior Amended and Restated Investment Management Agreement between the Trust, on behalf of the Fund, and the Manager, dated as of May 1, 2014.

ARTICLE I. DEFINITIONS
Foreign Custody Manager Agreement • December 20th, 2001 • Franklin Strategic Series • New York
FRANKLIN STRATEGIC SERIES on behalf of FRANKLIN GROWTH OPPORTUNITIES FUND amended and restated INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 26th, 2019 • Franklin Strategic Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of December 29, 2017, is made between FRANKLIN STRATEGIC SERIES, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN GROWTH OPPORTUNITIES FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Adviser”), and amends and restates the prior Amended and Restated Investment Management Agreement between the Trust, on behalf of the Fund, and the Adviser, dated as of May 1, 2013.

MASTER CUSTODY AGREEMENT
Master Custody Agreement • August 25th, 2017 • Franklin Strategic Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Franklin STRATEGIC SERIES a Delaware Statutory Trust (Original Agreement and Declaration of Trust was adopted January 22, 1991; Amended and Restated Agreement and Declaration of Trust was...
Agreement and Declaration of Trust • June 3rd, 2019 • Franklin Strategic Series • Delaware

WHEREAS Franklin Strategic Series (the “Trust”) was formed on January 25, 1991 under the name “Franklin California 250 Growth Index Fund” by its Trustees by the filing of the Certificate of Trust with the Office of the Secretary of State of the State of Delaware pursuant to an Agreement and Declaration of Trust dated as of January 22, 1991 (the “Original Declaration of Trust”), and the name of the Trust was changed to “Franklin California 250 Growth Fund” and to “Franklin Strategic Series” pursuant to the filing of a Certificate of Amendment to the Certificate of Trust with the Office of the Secretary of State of the State of Delaware on August 22, 1991 and November 25, 1991, respectively; and

MASTER CUSTODY AGREEMENT
Master Custody Agreement • August 27th, 2014 • Franklin Strategic Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

TERMINAL LINK AGREEMENT EXHIBIT A (Effective as of June 1, 2018)
Terminal Link Agreement • June 28th, 2018 • Franklin Strategic Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

AMENDED AND RESTATED FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • August 27th, 2012 • Franklin Strategic Series • California

This Agreement, dated as of April 17, 2012, is between FRANKLIN STRATEGIC SERIES (the “Trust”), a Delaware statutory trust on behalf of FRANKLIN BIOTECHNOLOGY DISCOVERY FUND (the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”), and amends and restates the prior Fund Administration Agreement between the Trust on behalf of the Fund and Administrator.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • December 27th, 2019 • Franklin Strategic Series

This Amendment is dated as of the 1st day of October 2019, by and between each of the Investment Companies listed on Exhibit A hereto (the “Fund”) for itself and for each of its Series listed on Exhibit A hereto, and The Bank of New York Mellon (formerly The Bank of New York) (the “Custodian”). Capitalized terms used but not defined herein shall have the meanings given in the Agreement (defined below).

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • August 27th, 2012 • Franklin Strategic Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Foreign Custody Manager Agreement dated as of May 16, 2001.

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AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • August 27th, 2015 • Franklin Strategic Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Amendment dated May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC SECOND AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • August 25th, 2023 • Franklin Strategic Series

The parties to this Agreement are the Investment Company named above ("Investment Company"), an open-end investment company registered as such under the Investment Company Act of 1940 ("1940 Act"), on behalf of each class of shares of each series, if any, of the Investment Company which now exists or may hereafter be created (individually, a "Fund" and collectively, the "Funds") and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC ("FTIS"), a registered transfer agent. This Agreement supersedes the Amended and Restated Transfer Agent and Shareholder Services Agreement between the parties.

AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • August 25th, 2022 • Franklin Strategic Series • New York

This Amendment (“Amendment”) to the FUND SERVICES AGREEMENT, dated January 22, 2020 among FRANKLIN TEMPLETON SERVICES, LLC (the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of January 27, 2021 and shall be effective as of January 29, 2021, between the Customer and J.P. Morgan.

TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • August 27th, 2014 • Franklin Strategic Series • California

o Maintain records of (i) issued Shares and (ii) number of Shareholders and their aggregate Shareholdings classified according to their residence in each State of the United States or foreign country;

TERMINAL LINK AGREEMENT
Terminal Link Agreement • August 27th, 2014 • Franklin Strategic Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • August 27th, 2020 • Franklin Strategic Series • New York

This Amendment (“Amendment”) to the FUND SERVICES AGREEMENT, dated January 22, 2020 among FRANKLIN TEMPLETON SERVICES, LLC (the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of July 15, 2020, between the Customer and J.P. Morgan.

AMENDMENT TO FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • August 25th, 2017 • Franklin Strategic Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Foreign Custody Manager Agreement dated as of May 16, 2001.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 30th, 2013 • Franklin Strategic Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Amendment dated May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • August 27th, 2020 • Franklin Strategic Series

This Amendment (“Amendment”), dated as of the 25th day of February, 2020, is entered into separately by and between each Investment Company listed on Exhibit A to the Agreement (as defined below) (each an “Investment Company”) and The Bank of New York Mellon (formerly, The Bank of New York) (the “Custodian”).

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • August 25th, 2022 • Franklin Strategic Series • Delaware

THIS AGREEMENT, dated as of [___________], is made among each entity listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquiring Fund”), and each Acquired Fund listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

Selling Agreement May 1, 2010
Selling Agreement • August 26th, 2011 • Franklin Strategic Series • California

Franklin Templeton Distributors, Inc. (“we” or “us”) invites you to participate in the distribution of shares of the Franklin Templeton investment companies (the “Funds”) for which we now or in the future serve as principal underwriter, subject to the terms of this Agreement. We will notify you from time to time of the Funds that are eligible for distribution and the terms of compensation under this Agreement. This Agreement supersedes any prior dealer or selling agreements between us, as stated in Section 21, below.

TERMINAL LINK AGREEMENT EXHIBIT A
Terminal Link Agreement • August 25th, 2022 • Franklin Strategic Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

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