0001379491-12-000701 Sample Contracts

MASTER CUSTODY AGREEMENT
Master Custody 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 Master Custody Agreement dated as of February 16, 1996.

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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.

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.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody 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 Amendment dated May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996.

AMENDED AND RESTATED SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Fund Administrative Services • August 27th, 2012 • Franklin Strategic Series • California

This Subcontract, dated as of February 28, 2012, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”) and amends and restates the prior Subcontract for Fund Administrative Services between the parties dated as of March 1, 2008.

Franklin Strategic Series One Franklin Parkway San Mateo, California 94403-1906
Franklin Strategic Series • August 27th, 2012 • Franklin Strategic Series • California

We, Franklin Strategic Series, (the “Fund”), comprise of the series listed on Attachment A (each a “Fund”, and collectively, the “Funds”) are a Delaware statutory trust operating as an open-end management investment company or “mutual fund”, which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). We desire to issue one or more series or classes of our authorized but unissued shares of capital stock or beneficial interest (the “Shares”) to authorized persons in accordance with applicable Federal and State securities laws. The Fund’s Shares may be made available in one or more separate series, each of which may have one or more classes.

TERMINAL LINK AGREEMENT
Terminal Link 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 Master Custody Agreement dated as of February 16, 1996.

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