PART A AND PART B
Post-Effective Amendment No. 93 to the Registrant’s Registration Statement on Form N-1A (“PEA 93”), relating only to the Franklin Emerging Technology Fund a series of the Registrant (the “Fund”), was filed on February 28, 2020 (Accession # 0001379491-20-000724) pursuant to Rule 485(a)(2). Pursuant to Rule 485(b)(1)(iii) of the Securities Act of 1933, Post-Effective Amendment No. 95 to the Registration Statement, relating only to the Fund, was filed on May 12, 2020 (Accession # 0000872625-20-000023) for the sole purpose of designating June 11, 2020 as the new effective date to Post-Effective Amendment No. 93. On June 10, 2020 (Accession # 0000872625-20-000032) for the sole purpose of designating July 10, 2020 as the new effective date to Post-Effective Amendment No. 93. On July 9, 2020 (Accession # 0000872625-20-000047) for the sole purpose of designating August 7, 2020 as the new effective date to Post-Effective Amendment No. 93. On August 7, 2020 (Accession # 0000872625-20-000058) for the sole purpose of designating September 4, 2020 as the new effective date to Post-Effective Amendment No. 93. On September 3, 2020 (Accession # 0000872625-20-000072) for the sole purpose of designating October 2, 2020 as the new effective date to Post-Effective Amendment No. 93. On October 1, 2020 (Accession # 0000872625-20-000080) for the sole purpose of designating October 30, 2020 as the new effective date to Post-Effective Amendment No. 93. On October 29, 2020 (Accession # 0000872625-20-000090) for the sole purpose of designating November 27, 2020 as the new effective date to Post-Effective Amendment No. 93. On November 25, 2020 (Accession # 0000872625-20-000097) for the sole purpose of designating December 24, 2020 as the new effective date to Post-Effective Amendment No. 93. On December 23, 2020 (Accession # 0000872625-20-000107) for the sole purpose of designating January 22, 2021 as the new effective date to Post-Effective Amendment No. 93. On January 21, 2020 (Accession # 0000872625-21-000010) for the sole purpose of designating February 19, 2021 as the new effective date to Post-Effective Amendment No. 93. On February 18, 2021 (Accession # 0000872625-21-000018) for the sole purpose of designating March 19, 2021 as the new effective date to Post-Effective Amendment No. 93. On March 18, 2021 (Accession # 0000872625-21-000024) for the sole purpose of designating April 16, 2021 as the new effective date to Post-Effective Amendment No. 93. On April 15, 2021 (Accession # 0000872625-21-000030) for the sole purpose of designating May 14, 2021 as the new effective date to Post-Effective Amendment No. 93. On May 13, 2021 (Accession # 0000872625-21-000036) for the sole purpose of designating June 11, 2021 as the new effective date to Post-Effective Amendment No. 93. Pursuant to Rule 485(b)(1)(iii) of the 1933 Act, this Post-Effective Amendment No. 125 to the Registrant’s Registration Statement on Form N-1A, relating only to the Fund, is being filed for the sole purpose of designating July 9, 2021 as the new date upon which PEA 93 shall become effective.
Accordingly, the prospectus and Statement of Additional Information of the Fund, as filed in PEA 93, are incorporated herein by reference in their entirety into this filing.
FRANKLIN STRATEGIC SERIES
FILE NOS. 033-39088 & 811-06243
PART C
OTHER INFORMATION
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Item 28. Exhibits. |
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The following exhibits are incorporated by reference to the previously filed document indicated below, except as noted: |
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(a) |
Agreement and Declaration of Trust |
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(i) |
Filing: Post-Effective Amendment No. 87 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 3, 2019 |
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(b) |
By-Laws |
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(i) |
Filing: Post-Effective Amendment No. 87 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 3, 2019 |
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(ii) |
Certificate of the By-Laws of Franklin Strategic Series dated January 17, 2019 Filing: Post-Effective Amendment No. 87 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 3, 2019 |
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(c) |
Instruments Defining Rights of Security Holders |
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(i) |
Amended and Restated Agreement and Declaration |
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(a) |
Article III, Shares |
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(b) |
Article V, Shareholders’ Voting Powers and Meetings |
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(c) |
Article VI, Net Asset Value, Distributions, Redemptions and Transfers |
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(d) |
Articles VIII, Certain Transactions – Section 4 |
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(e) |
Articles X, Miscellaneous – Section 4 |
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(ii) |
Amended and Restated By-Laws |
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(a) |
Article II, Meetings of Shareholders |
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(b) |
Article VI, Records and Reports – Section 1, 2 and 3 |
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(c) |
Article VII, General Matters: - Sections 3, 4, 6 and 7 |
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(d) |
Articles VIII, Amendment – Section 1 |
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(iii) |
Part B: Statement of Additional Information – Item 22 |
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(d) |
Investment Advisory Contracts |
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(i) |
Filing: Post-Effective Amendment No. 14 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 2, 1995 |
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(ii) |
Filing: Post-Effective Amendment No. 14 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 2, 1995 |
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(iii) |
Filing: Post-Effective Amendment No. 21 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 7, 1996 |
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(iv) |
Filing: Post-Effective Amendment No. 21 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 7, 1996 |
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(v) |
Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(vi) |
Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(vii) |
Filing: Post-Effective Amendment No. 65 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 28, 2013 |
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(viii) |
Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(ix) |
Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(x) |
Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(xi) |
Filing: Post-Effective Amendment No. 93 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: February 28, 2020 |
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(e) |
Underwriting Contracts |
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(i) |
Filing: Post-Effective Amendment No. 103 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 27, 2020 |
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(ii) |
Filing: Post-Effective Amendment No. 58 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2011 |
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(f) |
Bonus or Profit Sharing Contracts |
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Not Applicable |
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(g) |
Custodian Agreements |
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(i) |
Filing: Post-Effective Amendment No. 18 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: March 14, 1996 |
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(ii) |
Filing: Post-Effective Amendment No. 27 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: March 13, 1998 |
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(iii) |
Filing: Post-Effective Amendment No. 30 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: December 23, 1998 |
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(iv) |
Filing: Post-Effective Amendment No. 43 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: December 20, 2001 |
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(v) |
Filing: Post-Effective Amendment No. 103 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 27, 2020 |
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(vi) |
Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(vii) |
Filing: Post-Effective Amendment No.43 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: December 20, 2001 |
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(viii) |
Filing: Post-Effective Amendment No. 81 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 25, 2017 |
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(ix) |
Filing: Post-Effective Amendment No.73 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: May 15, 2015 |
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(x) |
Filing: Post-Effective Amendment No. 19 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: March 14, 1996 |
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(xi) |
Filing: Post-Effective Amendment No. 103 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 27, 2020 |
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(xii) |
Filing: Post-Effective Amendment No. 91 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: December 27, 2019 |
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(xiii) |
Filing: Post-Effective Amendment No. 103 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 27, 2020 |
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(h) |
Other Material Contracts |
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(i) |
Filing: Post-Effective Amendment No. 76 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 27, 2015 |
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(ii) |
Filing: Post-Effective Amendment No. 76 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 27, 2015 |
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(iii) |
Filing: Post-Effective Amendment No.73 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: May 15, 2015 |
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(iv) |
Filing: Post-Effective Amendment No. 83 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 28, 2018 |
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(v) |
Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(vi) |
Filing: Post-Effective Amendment No. 91 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: December 27, 2019 |
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(vii) |
Filing: Post-Effective Amendment No. 103 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 27, 2020 |
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(i) |
Legal Opinion |
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(i) |
Opinion and Consent of Counsel dated March 8, 1999 Filing: Post-Effective Amendment No. 31 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: March 11, 1999 |
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(ii) |
Filing: Post-Effective Amendment No. 87 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 3, 2019 |
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(j) |
Other Opinions |
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Not Applicable |
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(k) |
Omitted Financial Statements |
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Not Applicable |
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(l) |
Initial Capital Agreements |
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(i) |
Letter of Understanding for Franklin Natural Resources Fund dated June 5, 1995 Filing: Post-Effective Amendment No. 17 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: December 5, 1995 |
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(ii) |
Letter of Understanding for Franklin Biotechnology Discovery Fund dated September 5, 1997 Filing: Post-Effective Amendment No. 27 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: March 13, 1998 |
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(iii) |
Filing: Post-Effective Amendment No. 37 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 28, 1999 |
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(iv) |
Letter of Understanding for Franklin Small Cap Growth Fund dated April 28, 2000 Filing: Post-Effective Amendment No. 40 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 30, 2000 |
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(m) |
Rule 12b-1 Plan |
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(i) |
Filing: Post-Effective Amendment No. 56 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: September 24, 2009 |
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(ii) |
Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(iii) |
Filing: Post-Effective Amendment No. 56 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: September 24, 2009 |
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(iv) |
Filing: Post-Effective Amendment No. 56 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: September 24, 2009 |
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(v) |
Filing: Post-Effective Amendment No. 56 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: September 24, 2009 |
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(vi) |
Filing: Post-Effective Amendment No. 56 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: September 24, 2009 |
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(vii) |
Filing: Post-Effective Amendment No. 57 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 29, 2010 |
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(viii) |
Filing: Post-Effective Amendment No. 57 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 29, 2010 |
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(ix) |
Filing: Post-Effective Amendment No. 57 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 29, 2010 |
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(x) |
Filing: Post-Effective Amendment No. 71 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 27, 2014 |
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(n) |
Rule 18f-3 Plan |
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(i) |
Amended Multiple Class Plan for Franklin Natural Resources Fund dated October 5, 2018 Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(ii) |
Amended Multiple Class Plan for Franklin Small Cap Growth Fund dated October 5, 2018 Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(iii) |
Amended Multiple Class Plan for Franklin Small-Mid Cap Growth Fund dated October 5, 2018 Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(iv) |
Amended Multiple Class Plan for Franklin Biotechnology Discovery Fund dated October 5, 2018 Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(v) |
Amended Multiple Class Plan for Franklin Strategic Income Fund dated March 1, 2019 Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(vi) |
Amended Multiple Class Plan for Franklin Growth Opportunities Fund dated October 5, 2018 Filing: Post-Effective Amendment No. 89 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: August 26, 2019 |
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(p) |
Code of Ethics |
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(i) |
Code of Ethics dated December 31, 2018 Filing: Post-Effective Amendment No. 87 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 3, 2019 |
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(q) |
Power of Attorney |
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(i) |
Power of Attorney dated May 21, 2019 Filing: Post-Effective Amendment No. 87 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: June 3, 2019 |
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(ii) |
Power of Attorney dated December 4, 2020 for Robert G. Kubilis Filing: Post-Effective Amendment No. 114 to Registration Statement on Form N-1A File No. 033-39088 Filing Date: December 28, 2020 |
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(iii) |
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Item 29. Persons Controlled by or Under Common Control with the Fund
None
Item 30. Indemnification
The Amended and Restated Agreement and Declaration of Trust (the "Declaration") provides that any person who is or was a Trustee, officer, employee or other agent, including the underwriter, of such Trust shall be liable to the Trust and its shareholders only for (1) any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, or (2) the person's own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person (such conduct referred to herein as Disqualifying Conduct) and for nothing else. Except in these instances and to the fullest extent that limitations of liability of agents are permitted by the Delaware Statutory Trust Act (the "Delaware Act"), these Agents (as defined in the Declaration) shall not be responsible or liable for any act or omission of any other Agent of the Trust or any investment adviser or principal underwriter. Moreover, except and to the extent provided in these instances, none of these Agents, when acting in their respective capacity as such, shall be personally liable to any other person, other than such Trust or its shareholders, for any act, omission or obligation of the Trust or any trustee thereof.
The Trust shall indemnify, out of its property, to the fullest extent permitted under applicable law, any of the persons who was or is a party, or is threatened to be made a party to any Proceeding (as defined in the Declaration) because the person is or was an Agent of such Trust. These persons shall be indemnified against any Expenses (as defined in the Declaration), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the Proceeding if the person acted in good faith or, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent shall not in itself create a presumption that the person did not act in good faith or that the person had reasonable cause to believe that the person's conduct was unlawful. There shall nonetheless be no indemnification for a person's own Disqualifying Conduct.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to Trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a Trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with
securities being registered, the Trust may be required, unless in the opinion of its counsel the matter has been settled by controlling precedent, to submit to a court or appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of the Investment Adviser
(a) Franklin Advisers, Inc. (Advisers)
The officers and directors of Advisers also serve as officers and/or directors for (1) Advisers' corporate parent, Franklin Resources, Inc., and/or (2) other investment companies in Franklin Templeton Investments. For additional information please see Part B and Schedules A and D of Form ADV of Advisers (SEC File 801-26292) incorporated herein by reference, which sets forth the officers and directors of Advisers and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.
(b) Franklin Templeton Institutional, LLC (FT Institutional)
FT Institutional is an indirect, wholly-owned subsidiary of Resources, serves as sub-advisor for one of the series in the Trust. The officers of FT Institutional also serve as officers for (1) Resources and/or (2) other investment companies in the Franklin Templeton Investments. For additional information please see Part B and Schedules A and D of Form ADV of FT Institutional (SEC File 801-60684), incorporated herein by reference, which sets forth the officers of FT Institutional and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers during the past two years.
a) Franklin/Templeton Distributors, Inc. (Distributors) also acts as principal underwriter of shares of:
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Franklin Alternative Strategies Fund |
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Franklin California Tax-Free Income Fund |
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Franklin California Tax-Free Trust |
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Franklin Custodian Funds |
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Franklin ETF Trust |
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Franklin Federal Tax-Free Income Fund |
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Franklin Fund Allocator Series |
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Franklin Global Trust |
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Franklin Gold and Precious Metals Fund |
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Franklin High Income Trust |
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Franklin Investors Securities Trust |
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Franklin Managed Trust |
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Franklin Municipal Securities Trust |
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Franklin Mutual Series Funds |
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Franklin New York Tax-Free Income Fund |
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Franklin New York Tax-Free Trust |
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Franklin Real Estate Securities Trust |
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Franklin Strategic Mortgage Portfolio |
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Franklin Tax-Free Trust |
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Franklin Templeton ETF Trust Franklin Templeton Trust |
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Franklin Templeton Variable Insurance Products Trust |
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Franklin U.S. Government Money Fund |
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Franklin Value Investors Trust |
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Institutional Fiduciary Trust |
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Templeton China World Fund |
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Templeton Developing Markets Trust |
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Templeton Funds |
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Templeton Global Investment Trust |
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Templeton Global Smaller Companies Fund |
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Templeton Growth Fund, Inc. |
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Templeton Income Trust |
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Templeton Institutional Funds |
b) The information required with respect to each director and officer of Distributors is incorporated by reference to Part B of this N-1A and Schedule A of Form BD filed by Distributors with the Securities and Exchange Commission pursuant to the Securities Act of 1934 (SEC File No. 008-05889).
c) Not Applicable. Registrant's principal underwriter is an affiliated person of an affiliated person of the Registrant.
Item 33. Location of Accounts and Records
The accounts, books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 are kept by the Registrant at One Franklin Parkway, San Mateo CA 94403-1906 or its shareholder services agent, Franklin Templeton Investor Services LLC both of whose address is 3344 Quality Drive, Rancho Cordova, CA 95670-7313.
Item 34. Management Services
There are no management-related service contracts not discussed in Part A or Part B.
Item 35. Undertakings
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Mateo and the State of California, on the 9th day of June, 2021.
Franklin Strategic Series
(Registrant)
By: /s/STEVEN J. GRAY
Steven J. Gray
Vice President and Co-Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
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EDWARD D. PERKS* |
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President and Chief Executive Officer – |
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Edward D. Perks |
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Investment Management |
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Dated: June 9, 2021 |
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MATTHEW T. HINKLE* |
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Chief Executive Officer – Finance |
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Matthew T. Hinkle |
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and Administration |
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Dated: June 9, 2021 |
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ROBERT G. KUBILIS* |
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Chief Financial Officer and Chief |
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Robert G. Kubilis |
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Accounting Officer |
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Dated: June 9, 2021 |
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HARRIS J. ASHTON* |
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Trustee |
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Harris J. Ashton |
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Dated: June 9, 2021 |
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TERRENCE J. CHECKI* |
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Trustee |
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Terrence J. Checki |
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Dated: June 9, 2021 |
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MARY C. CHOKSI* |
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Trustee |
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Mary C. Choksi |
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Dated: June 9, 2021 |
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EDITH E. HOLIDAY* |
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Trustee |
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Edith E. Holiday |
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Dated: June 9, 2021 |
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GREGORY E. JOHNSON* |
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Trustee |
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Gregory E. Johnson |
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Dated: June 9, 2021 |
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RUPERT H. JOHNSON, JR.* |
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Trustee |
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Rupert H. Johnson, Jr. |
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Dated: June 9, 2021 |
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J. MICHAEL LUTTIG* |
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Trustee |
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J. Michael Luttig |
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Dated: June 9, 2021 |
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LARRY D. THOMPSON* |
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Trustee |
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Larry D. Thompson |
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Dated: June 9, 2021 |
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VALERIE WILLIAMS* |
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Trustee |
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Valerie Williams |
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Dated: June 9, 2021 |
*By: /s/STEVEN J. GRAY
Steven J. Gray
Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
POWER OF ATTORNEY
The undersigned trustees of FRANKLIN STRATEGIC SERIES, a Delaware statutory trust (the "Registrant") hereby appoint CRAIG s. tyle, Alison e. baur, STEVEN J. GRAY, LORI A. WEBER, BRUCE G. LETO, ALISON M. FULLER, KRISTIN H. IVES AND MARGUERITE C. BATEMAN (with full power to each of them to act alone) her attorney-in-fact and agent, in all capacities, to execute, deliver and file in the names of the undersigned, any and all instruments that said attorneys and agents may deem necessary or advisable to enable the Registrant to comply with or register any security issued by the Registrant under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations thereunder, including but not limited to, any registration statement, including any and all pre- and post-effective amendments thereto, any other document to be filed with the U.S. Securities and Exchange Commission and any and all documents required to be filed with respect thereto with any other regulatory authority. Each of the undersigned grants to each of said attorneys, full authority to do every act necessary to be done in order to effectuate the same as fully, to all intents and purposes, as she could do if personally present, thereby ratifying all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.
The undersigned trustees hereby execute this Power of Attorney as of the 10th day of May 2021.
/s/ Valerie Williams
Valerie Williams
Trustee