0001379491-19-003904 Sample Contracts

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.

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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.

Franklin Strategic Series One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • August 26th, 2019 • 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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC
Transfer Agent and Shareholder Services Agreement • August 26th, 2019 • 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;

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 26th, 2019 • Franklin Strategic Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of June 1, 2019, is made between FRANKLIN STRATEGIC SERIES, a Delaware statutory trust (the “Trust”), on behalf of each of Franklin Templeton SMACS: Series I, Franklin Templeton SMACS: Series E, Franklin Templeton SMACS: Series CH and Franklin Templeton SMACS: Series H (each a “Fund” and, together, the “Funds”), each a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”).

FRANKLIN STRATEGIC SERIES 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”), and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”), and amends and restates the prior Management Agreement between the Trust and the Manager, dated as of February 24, 1992, and amended as of August 1, 1995 and January 1, 2008.

FRANKLIN STRATEGIC SERIES on behalf of FRANKLIN STRATEGIC INCOME 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 (“Trust”), on behalf of the FRANKLIN STRATEGIC INCOME FUND (the “Fund”), and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”), and amends and restates the prior Management Agreement between the Trust and the Manager, dated as of May 24, 1994, and amended as of August 1, 1995 and January 1, 2008.

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