0001379491-20-003985 Sample Contracts

Franklin Strategic Series One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • August 27th, 2020 • 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.

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AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • August 27th, 2020 • Franklin Strategic Series • New York

This Amendment (“Amendment”) to the FUND SERVICES AGREEMENT, dated January 22, 2020 among FRANKLIN TEMPLETON SERVICES, LLC (the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of July 15, 2020, between the Customer and J.P. Morgan.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • August 27th, 2020 • Franklin Strategic Series

This Amendment (“Amendment”), dated as of the 25th day of February, 2020, is entered into separately by and between each Investment Company listed on Exhibit A to the Agreement (as defined below) (each an “Investment Company”) and The Bank of New York Mellon (formerly, The Bank of New York) (the “Custodian”).

TERMINAL LINK MASTER CUSTODY AGREEMENT EXHIBIT A (Effective as of February 2020)
Master Custody Agreement • August 27th, 2020 • 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.

SUPPLEMENT TO THE MASTER CUSTODY AGREEMENT HONG KONG - CHINA CONNECT SERVICE
Supplement to the Master Custody Agreement • August 27th, 2020 • Franklin Strategic Series

This Letter relates to the Hong Kong - China Connect Service (as referenced in the Rules of the Stock Exchange of Hong Kong and as hereafter referred to in this Letter, the China Connect Service or Connect). Connect is a trading and clearing service established between Shanghai Stock Exchange, Shenzhen Stock Exchange, China Securities Depository and Clearing Corporation Limited (China Connect Clearing House), Hong Kong Exchanges and Clearing Limited, China Foreign Exchange Trade System & National Interbank Funding Centre (CFETS), China Central Depository & Clearing (CCDC), Shanghai Clearing House (SCH), the Central Moneymarkets Unit of the Monetary Authority of Hong Kong (CMU), the Stock Exchange of Hong Kong (SEHK) and the Hong Kong Stock Exchange’s clearing and nominee company, Hong Kong Securities Clearing Company Ltd. (HKSCC). The service applies to listed stock/securities on a China Connect Market (China Connect Listed Stock) and bonds traded on the China Interbank Bond Market (Ch

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