FINANCIAL INSTITUTION SERVICE AGREEMENT Between:
FINANCIAL INSTITUTION SERVICE AGREEMENT
Between:
| Distributor: | Financial Institution |
FRANKLIN DISTRIBUTORS, LLC
General Distributor of
The Xxxxxx Family of Mutual Funds
Xxx Xxxxxxxx Xxxxxxx
San Mateo, CA 94403-1906
We are pleased to inform you that, pursuant to the terms of this Financial Institution Service Agreement, we are authorized to pay you service fees in connection with the accounts of your customers that hold shares of certain Xxxxxx Funds listed in Schedule 1 that have adopted distribution plans pursuant to Rule 12b-1 (the “12b-1 Funds”). Payment of the service fees is subject to your initial and continuing satisfaction of the following terms and conditions which may be revised by us from time to time: (see Schedule 1)
| 1. | Qualification Requirements |
(a) You have entered into a Financial Institution Sales Contract with us with respect to the Xxxxxx Family of Mutual Funds (the “Xxxxxx Funds”), whose shares you have agreed to make available to your customers on an agency basis.
(b) You are the financial institution of record for accounts in Xxxxxx Funds having an aggregate average net asset value of at least the minimum amount set forth in Schedule 2 (Financial Institution Requirements) during the period for which a service fee is to be paid. Xxxxxx Fund accounts are accounts in any open-end Xxxxxx Fund, but excluding any accounts for your firm’s own retirement plans.
(c) One or more of your current employees must be the designated registered representative(s) in the case of a bank affiliated dealer, or agent representative(s) in the case of a bank (both referred to as “representatives”), on accounts in Xxxxxx Funds having an aggregate average net asset value of at least the minimum amount set forth in Schedule 2 (Representative Requirements) during the period for which a service fee is to be paid.
(d) You will provide the following information and agree that we will be entitled to rely on the accuracy of such information in updating our records for determining the levels of service fees payable to you under the terms of this Agreement. You understand that such payments will be based solely on Xxxxxx’x records:
For each Xxxxxx Fund account registered in the name of one of your customers, you will advise us, preferably by electronic means, before the end of the second month in each calendar quarter, of the representative’s name, identification number, branch number, and telephone number.
| 2. | Service Fees |
(a) If you meet the qualification requirements set forth above in Paragraph 1, you will be paid, at the end of each calendar quarter, a service fee on assets in the 12b-1 Funds for which you are the financial institution of record and which are serviced by a representative of your organization meeting the Representative Requirements, if any, at the annual rates specified (excluding any accounts for your organization’s own retirement plans), provided that you have evaluated such service fees and have concluded that it is consistent with applicable laws, rules, regulations and regulatory interpretations for you to receive such service fees.
| (b) | You understand and agree that: |
(i) all service fee payments are subject to the limitations contained in each 12b-1 Fund’s Distribution Plan, which may be varied or discontinued at any time;
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(ii) you shall waive the right to receive service fee payments to the extent any 12b-1 Fund fails to make payments to us under its distribution plan with us;
(iii) your failure to provide the services described in Paragraph 4 below as may be amended by us from time to time, or otherwise comply with the terms of this Agreement, will render you ineligible to receive service fees; and
(iv) failure of an assigned registered representative to provide services required by this Agreement will render that representative’s accounts ineligible as accounts on which service fees are paid.
3. Payments and Communications to Registered Representatives
(a) Where consistent with applicable laws, rules, regulations, and regulatory interpretations, you will pass through to your representatives a significant share of the service fees paid to you pursuant to this Agreement, or you will otherwise use the payments of service fees to advance the objective of providing and improving service to shareholders of the Xxxxxx Funds in a manner specifically approved by Xxxxxx Retail Management (for example, via training courses for representatives or shareholder seminars).
(b) You will assist us in distributing to your representatives periodic statements which we will have prepared showing the aggregate net asset value of shares in Xxxxxx Funds with which they are credited on our records.
4. Required Services
(a) You will assign one of your representatives to each Xxxxxx Fund account on your records and reassign the Xxxxxx Fund account should that representative leave your organization.
(b) You and your representatives will assist us and our affiliates in providing the following services to shareholders of the Xxxxxx Funds:
(i) Maintain regular contact with shareholders in assigned accounts and assist in answering inquiries concerning the Xxxxxx Funds.
(ii) Assist in distributing sales and service literature provided by us, particularly to the beneficial owners of accounts registered in your name (nominee name accounts).
(iii) Assist us and our affiliates in the establishment and maintenance of shareholder accounts and records.
(iv) Assist shareholders in effecting administrative changes, such as changing dividend options, account designations, address, automatic investment programs or systematic investment plans.
(v) Assist in processing purchase and redemption transactions.
(vi) Provide any other information or services as the customer or we may reasonably request.
(c) You will grant reasonable requests for visits to your offices by our wholesalers and include Xxxxxx Funds on your menu or list of investments made available by you to your customers.
(d) Your compliance with the service requirements set forth in this Agreement will be evaluated by us from time to time by surveying shareholder satisfaction with your service, by monitoring redemption levels of shareholders accounts assigned to you and by such other methods as we deem appropriate.
(e) The provisions of the Paragraph 4 may be amended by us from time to time upon notice to you.
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5. Amendment
This Agreement, including any Schedule hereto, shall be deemed amended as provided in any written notice delivered by us to you.
6. Effective Period and Termination
The provisions of this Agreement shall remain in effect for one year from the date of its execution or adoption and thereafter for successive annual periods only so long as such continuance is specifically approved at least annually by the Trustees of each of the 12b-1 Funds in conformity with Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”). This Agreement shall automatically terminate in the event of its assignment (as defined by the 1940 Act). In addition, this Agreement may be terminated at any time, without the payment of any penalty, by either party upon written notice to the other party, or, as provided in Rule12b-1 under the 1940 Act, by the Trustees of any 12b-1 Fund or by the vote of the holders of the outstanding voting securities of any 12b-1 Fund.
7. Written Reports
Franklin Distributors, LLC shall provide the Trustees of each of the 12b-1 Funds, and such Trustees shall review at least quarterly, a written report of the amounts paid to you under this Agreement and the purposes for which such expenditures were made.
8. Compliance with Laws
With respect to the receipt of service fees under the terms of this Agreement, you will comply with all applicable federal and state laws and rules, and all applicable regulations and interpretations of regulatory agencies or authorities, which may affect your business practices, including any requirement of written authorization or consent by your customers to your receipt of service fees, and any requirement to provide disclosure to your customers of such service fees.
9. Miscellaneous
| (a) | All communications mailed to us should be sent to the address listed below. Any notice to you shall be duly given if mailed or delivered to you at the address specified by you below. |
| (b) | The provisions of this Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. |
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| Very Truly Yours, |
| FRANKLIN DISTRIBUTORS, LLC |
| By: | _____________________________________ |
| [ ] |
| [ ], Franklin Distributors, LLC |
We accept and agree to the foregoing Contract as of the date set forth below.
| Financial Institution: | _____________________________ |
| By: | _____________________________ |
| Authorized Signature, Title |
| _____________________________ |
| _____________________________ |
| Address |
| Dated: | _____________________________ |
Please return the signed Xxxxxxxx Xxxx of this Service contract to:
Franklin Distributors, LLC, Xxx Xxxxxxxx Xxxxxxx Xxx Xxxxx, XX 00000-0000
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