[FORM]
FRANKLIN MUTUAL SERIES FUND INC.
00 Xxxx X. Xxxxxxx Xxxxxxx
Xxxxx Xxxxx, Xxx Xxxxxx
Franklin/Xxxxxxxxx Distributors, Inc.
000 Xxxxxxxx Xxxxxx Xxxx.
Xxx Xxxxx, Xxxxxxxxxx 00000
Re: Distribution Agreement - Mutual Financial Services Fund
Gentlemen:
We are a corporation or business trust operating as an open-end management
investment company or "mutual fund", which is registered under the Investment
Company Act of 1940 (the "1940 Act") and whose shares are registered under
the Securities Act of 1933 (the "1933 Act"). On behalf of our series MUTUAL
FINANCIAL SERVICES FUND (the "Fund"), we desire to issue one or more classes
of authorized but unissued shares of capital stock or beneficial interest of
the Fund (the "Shares") to authorized persons in accordance with applicable
Federal and State securities laws. The Fund's Shares may have one or more
classes.
You have informed us that your company is registered as a broker-dealer under
the provisions of the Securities Exchange Act of 1934 and that your company
is a member of the National Association of Securities Dealers, Inc. You have
indicated your desire to act as the exclusive selling agent and distributor
for the Shares. We have been authorized to execute and deliver this
Distribution Agreement ("Agreement") to you by a resolution of our Board of
Directors or Trustees ("Board") passed at a meeting at which a majority of
Board members, including a majority who are not otherwise interested persons
of the Fund and who are not interested persons of our investment adviser, its
related organizations or with you or your related organizations, were present
and voted in favor of the said resolution approving this Agreement.
1. APPOINTMENT OF UNDERWRITER. Upon the execution of this Agreement
and in consideration of the agreements on your part herein expressed and upon
the terms and conditions set forth herein, we hereby appoint you as the
exclusive sales agent for the Shares and agree that we will deliver such
Shares as you may sell. You agree to use your best efforts to promote the
sale of Shares, but are not obligated to sell any specific number of Shares.
However, the Fund retains the right to make direct sales of its Shares
without sales charges consistent with the terms of the then current
prospectus and statement of additional information (hereinafter,
collectively, "prospectus") and applicable law, and to engage in other
legally authorized transactions in its Shares which do not involve the sale
of Shares to the general public. Such other transactions may include,
without limitation, transactions between the Fund or any class and its
shareholders only, transactions involving the reorganization of the Fund and
transactions involving the merger or combination of the Fund with another
corporation or trust.
2. INDEPENDENT CONTRACTOR. You will undertake and discharge your
obligations hereunder as an independent contractor and shall have no
authority or power to obligate or bind us by your actions, conduct or
contracts except that you are authorized to promote the sale of Shares. You
may appoint sub-agents or distribute through dealers or otherwise as you may
determine from time to time, but this Agreement shall not be construed as
authorizing any dealer or other person to accept orders for sale or
repurchase on our behalf or otherwise act as our agent for any purpose.
3. OFFERING PRICE. Shares shall be offered for sale at a price
equivalent to the net asset value per share of that class plus any applicable
percentage of the public offering price as sales commission or as otherwise
set forth in our then current prospectus. On each business day on which the
New York Stock Exchange is open for business, we will furnish you with the
net asset value of the Shares of each available class which shall be
determined in accordance with our then effective prospectus. All Shares will
be sold in the manner set forth in our then effective prospectus and
statement of additional information, and in compliance with applicable law.
4. COMPENSATION.
A. SALES COMMISSION. You shall be entitled to charge a sales
commission on the sale or redemption, as appropriate, of each class of the
Fund's Shares in the amount of any initial, deferred or contingent deferred
sales charge as set forth in our then effective prospectus. You may allow
any sub-agents or dealers such commissions or discounts from and not
exceeding the total sales commission as you shall deem advisable, so long as
any such commissions or discounts are set forth in our current prospectus to
the extent required by the applicable Federal and State securities laws. You
may also make payments to sub-agents or dealers from your own resources,
subject to the following conditions: (a) any such payments shall not create
any obligation for or recourse against the Fund or any class of Shares, and
(b) the terms and conditions of any such payments are consistent with our
prospectus and applicable federal and state securities laws and are disclosed
in our prospectus or statement of additional information to the extent such
laws may require.
B. DISTRIBUTION PLANS. You shall also be entitled to
compensation for your services as provided in any Distribution Plan adopted
as to any class of Shares pursuant to Rule 12b-1 under the 1940 Act.
5. TERMS AND CONDITIONS OF SALES. Shares shall be offered for sale
only in those jurisdictions where they have been properly registered or are
exempt from registration, and only to those groups of people which the Board
may from time to time determine to be eligible to purchase such shares.
6. ORDERS AND PAYMENT FOR SHARES. Orders for Shares shall be
directed to the Fund's shareholder services agent, for acceptance on behalf
of the Fund. At or prior to the time of delivery of any of the Shares you
will pay or cause to be paid to the custodian of the Fund's assets, for our
account, an amount in cash equal to the net asset value of such Shares.
Sales of Shares shall be deemed to be made when and where accepted by the
Fund's shareholder services agent. The Fund's custodian and shareholder
services agent shall be identified in its prospectus.
7. PURCHASES FOR YOUR OWN ACCOUNT. You shall not purchase the
Shares for your own account for purposes of resale to the public, but you may
purchase Shares for your own investment account upon your written assurance
that the purchase is for investment purposes and that the Shares will not be
resold except through redemption by us.
8. SALE OF SHARES TO AFFILIATES. You may sell the Shares at net
asset value to certain of your and our affiliated persons pursuant to the
applicable provisions of the federal securities statutes and rules or
regulations thereunder (the "Rules and Regulations"), including Rule 22d-1
under the 1940 Act, as amended from time to time.
9. ALLOCATION OF EXPENSES. We will pay the expenses:
(a) Of the preparation of the audited and certified financial
statements of our company to be included in any
Post-Effective Amendments ("Amendments") to our
Registration Statement under the 1933 Act or 1940 Act,
including the prospectus, or in reports to existing
shareholders;
(b) Of the preparation, including legal fees, and printing of
all Amendments or supplements filed with the Securities and
Exchange Commission, including the copies of the
prospectuses included in the Amendments and the first 10
copies of the definitive prospectuses or supplements
thereto, other than those necessitated by your (including
your "Parent's") activities or Rules and Regulations
related to your activities where such Amendments or
supplements result in expenses which we would not otherwise
have incurred;
(c) Of the preparation, printing and distribution of any
reports or communications which we send to our existing
shareholders; and
(d) Of filing and other fees to Federal and State securities
regulatory authorities necessary to continue offering the
Shares.
You will pay the expenses:
(a) Of printing the copies of the prospectuses and any
supplements thereto which are necessary to continue to
offer our Shares;
(b) Of the preparation, excluding legal fees, and printing of
all Amendments and supplements to our prospectuses if the
Amendment or supplement arises from your (including your
"Parent's") activities or Rules and Regulations related to
your activities and those expenses would not otherwise have
been incurred by us;
(c) Of printing additional copies, for use by you as sales
literature, of reports or other communications which we
have prepared for distribution to existing shareholders; and
(d) Incurred by you in advertising, promoting and selling the
Shares.
10. FURNISHING OF INFORMATION. We will furnish to you such
information with respect to each class of Shares, in such form and signed by
such of our officers as you may reasonably request, and we warrant that the
statements therein contained, when so signed, will be true and correct. We
will also furnish you with such information and will take such action as you
may reasonably request in order to qualify the Shares for sale to the public
under the Blue Sky Laws of jurisdictions in which you may wish to offer
them. We will furnish you with annual audited financial statements of our
books and accounts certified by independent public accountants, with
semi-annual financial statements prepared by us, with registration statements
and, from time to time, with such additional information regarding our
financial condition as you may reasonably request.
11. CONDUCT OF BUSINESS. Other than our currently effective
prospectus, you will not issue any sales material or statements except
literature or advertising which conforms to the requirements of Federal and
State securities laws and regulations and which have been filed, where
necessary, with the appropriate regulatory authorities. You will furnish us
with copies of all such materials prior to their use and no such material
shall be published if we shall reasonably and promptly object.
You shall comply with the applicable Federal and State laws and
regulations where the Shares are offered for sale and conduct your affairs
with us and with dealers, brokers or investors in accordance with the Rules
of Fair Practice of the National Association of Securities Dealers, Inc.
12. REDEMPTION OR REPURCHASE WITHIN SEVEN DAYS. If Shares are
tendered to us for redemption or repurchase by us within seven business days
after your acceptance of the original purchase order for such Shares, you
will immediately refund to us the full sales commission (net of allowances to
dealers or brokers) allowed to you on the original sale, and will promptly,
upon receipt thereof, pay to us any refunds from dealers or brokers of the
balance of sales commissions reallowed by you. We shall notify you of such
tender for redemption within 10 days of the day on which notice of such
tender for redemption is received by us.
13. OTHER ACTIVITIES. Your services pursuant to this Agreement shall
not be deemed to be exclusive, and you may render similar services and act as
an underwriter, distributor or dealer for other investment companies in the
offering of their shares.
14. TERM OF AGREEMENT. This Agreement shall become effective on the
date of its execution, and shall remain in effect for a period of two (2)
years. The Agreement is renewable annually thereafter, with respect to the
Fund, for successive periods not to exceed one year (i) by a vote of (a) a
majority of the outstanding voting securities of the Fund, or (b) by a vote
of the Board, AND (ii) by a vote of a majority of the members of the Board
who are not parties to the Agreement or interested persons of any parties to
the Agreement (other than as members of the Board), cast in person at a
meeting called for the purpose of voting on the Agreement.
This Agreement may at any time be terminated by the Fund without
the payment of any penalty, (i) either by vote of the Board or by vote of a
majority of the outstanding voting securities of the Fund on 90 days' written
notice to you; or (ii) by you on 90 days' written notice to the Fund; and
shall immediately terminate with respect to the Fund in the event of its
assignment.
15. SUSPENSION OF SALES. We reserve the right at all times to
suspend or limit the public offering of Shares upon two days' written notice
to you.
16. MISCELLANEOUS. This Agreement shall be subject to the laws of
the State of California and shall be interpreted and construed to further
promote the operation of the Fund as an open-end investment company. This
Agreement shall supersede all Distribution Agreements and Amendments
previously in effect between the parties, but shall not supersede or revise
any Distribution Plan between the parties adopted pursuant to Rule 12b-1
under the 1940 Act. As used herein, the terms "Net Asset Value," "Offering
Price," "Investment Company," "Open-End Investment Company," "Assignment,"
"Principal Underwriter," "Interested Person," "Parent," "Affiliated Person,"
and "Majority of the Outstanding Voting Securities" shall have the meanings
set forth in the 1933 Act or the 1940 Act and the Rules and Regulations
thereunder.
Nothing herein shall be deemed to protect you against any liability to us or
to our securities holders to which you would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder.
If the foregoing meets with your approval, please acknowledge your acceptance
by signing each of the enclosed copies, whereupon this will become a binding
agreement as of the date set forth below.
Very truly yours,
FRANKLIN MUTUAL SERIES FUND INC.
On behalf of Mutual Financial Services Fund
By:____________________________
Accepted:
Franklin/Xxxxxxxxx Distributors, Inc.
By:_____________________________
DATED: _______________
