0000872625-08-000018 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 27th, 2008 • Franklin Strategic Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT made between FRANKLIN STRATEGIC SERIES a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN FOCUSED CORE EQUITY FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Adviser”). WHEREAS, the Trust has been organized and intends to operate as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), for the purpose of investing and reinvesting its assets in securities, as set forth in its Agreement and Declaration of Trust, its By-Laws and its Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, all as heretofore and hereafter amended and supplemented; and the Trust desires to avail itself of the services, information, advice, assistance and facilities of an investment manager and to have an investment manager perform various management, statistical, research, investment advisory and other services for the Fund;

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SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • August 27th, 2008 • Franklin Strategic Series

This Subcontract for Fund Administrative Services (“Subcontract”) is made as of March 1, 2008 between FRANKLIN ADVISERS, INC., a California corporation, hereinafter called the “Investment Manager,” and FRANKLIN TEMPLETON SERVICES, LLC (the “Administrator”).

FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • August 27th, 2008 • Franklin Strategic Series

AGREEMENT dated as of December 13, 2007 between FRANKLIN STRATEGIC SERIES (the “Investment Company”), an investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”), on behalf of FRANKLIN FOCUSED CORE EQUITY FUND (the “Fund”), and Franklin Templeton Services, LLC (“Administrator”). In consideration of the mutual agreements herein made, the parties hereby agree as follows:

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 27th, 2008 • Franklin Strategic Series

This Addendum dated January 1, 2008, is to the Investment Management Agreement made as of July 12, 1993, as amended August 1 1995, (the “Agreement”) by and between Franklin Strategic Series, a Delaware statutory trust (the “Trust”), on behalf of Franklin Flex Cap Growth Fund (the “Fund”), series of the Trust, and Franklin Advisers, Inc., a California corporation, (the “Manager”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 27th, 2008 • Franklin Strategic Series

This Addendum dated January 1, 2008, is to the Investment Management Agreement made as of July 15, 1997, (the “Agreement”) by and between Franklin Strategic Series, a Delaware statutory trust (the “Trust”), on behalf of Franklin Biotechnology Discovery Fund (the “Fund”), series of the Trust, and Franklin Advisers, Inc., a California corporation, (the “Manager”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 27th, 2008 • Franklin Strategic Series

This Addendum dated January 1, 2008, is to the Investment Management Agreement made as of May 24, 1994, as amended May 1, 2006 and August 1, 1995, (the “Agreement”) by and between Franklin Strategic Series, a Delaware statutory trust (the “Trust”), on behalf of Franklin Strategic Income Fund (the “Fund”), series of the Trust, and Franklin Advisers, Inc., a California corporation, (the “Manager”).

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • August 27th, 2008 • 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.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 27th, 2008 • Franklin Strategic Series

This Addendum dated January 1, 2008, is to the Investment Management Agreement made as of February 24, 1992, as amended August 1, 1995, (the “Agreement”) by and between Franklin Strategic Series, a Delaware statutory trust (the “Trust”), on behalf of Franklin Global Communications Fund, Franklin Global Health Care Fund, Franklin Natural Resources Fund and Franklin Small-Mid Cap Growth Fund (the “Funds”), series of the Trust, and Franklin Advisers, Inc., a California corporation, (the “Manager”).

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