0001379491-13-000902 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 28th, 2013 • Franklin Strategic Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of May 1, 2013, is 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”), and amends and restates the prior Investment Management Agreement between the Trust, on behalf of the Fund, and the Adviser, dated as of December 13, 2007.

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AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • August 28th, 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.

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract For • August 28th, 2013 • Franklin Strategic Series • California

This Subcontract, dated as of August 1, 2013, is between Franklin Templeton Investment Management Limited, a corporation existing under the laws of the United Kingdom (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract For • August 28th, 2013 • Franklin Strategic Series • California

This Subcontract, dated as of May 1, 2013, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

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