ASSIGNMENT AND ASSUMPTION AGREEMENT
OF SUBADVISORY AGREEMENT
This Assignment and Assumption Agreement is made as of May 1, 2003 by
and between Franklin Xxxxxxxxx Asset Strategies, LLC ("FTAS, LLC"), a Delaware
limited liability company, and Franklin Xxxxxxxxx Alternative Strategies, Inc.
(FTAS, Inc"), a Delaware corporation.
WHEREAS, FTAS, Inc. is a registered investment adviser pursuant to
the Investment Advisers Act of 1940, as amended, which assumed the investment
adviser registration of FTAS, LLC;
WHEREAS, Franklin Advisers, Inc. ("FAV") serves as the investment
adviser to the Franklin U.S. Long-Short Fund (the "Fund"), a series of Franklin
Strategic Series, pursuant to the Investment Advisory Agreement dated as of May
1, 2002;
WHEREAS, FTAS, LLC, provided the subadvisory services to the Fund
pursuant to the Subadvisory Agreement dated October 9, 2001 between FTAS, LLC
and FAV (the "Agreement");
WHEREAS, FTAS, LLC reorganized into FTAS, Inc. and,
therefore, FTAS, Inc. intends to assume FTAS, LLC's obligations
under the Agreement; and
WHEREAS, the reorganization of FTAS, LLC with and into FTAS, Inc.
does not result in a change of control or management, and thus does not
constitute an "assignment" of the Agreement under the Investment Company Act of
1940, as amended.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Agreement previously in effect between FTAS, LLC and FAV is
hereby assumed in its entirety by FTAS, Inc., except that all references to
FTAS, LLC shall be replaced with references to FTAS, Inc.
2. FTAS, Inc. agrees to perform and be bound by all of the terms of
the Agreement and the obligations and duties of FTAS, LLC thereunder.
3. The Agreement shall continue in full force and effect as set forth
therein for the remainder of its term.
IN WITNESS WHEREOF, the undersigned have executed this Assignment and
Assumption Agreement as of the date set forth above.
FRANKLIN XXXXXXXXX ASSET FRANKLIN XXXXXXXXX
STRATEGIES, LLC ALTERNATIVE STRATEGIES,
INC
By: /S/ XXXXX XXXXXX By: /S/ XXXXX XXXXXX
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Xxxxx Xxxxxx Xxxxx Xxxxxx
President President
ACKNOWLEDGED:
FRANKLIN STRATEGIC SERIES
By: /S/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Vice President & Secretary
