FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
000 Xxxxxxxx Xxxxxx Xxxx.
Xxx Xxxxx, Xxxxxxxxxx 00000
Franklin Distributors, Inc.
000 Xxxxxxxx Xxxxxx Xxxx.
Xxx Xxxxx, Xxxxxxxxxx 00000
Re: Distribution Agreement
Gentlemen:
We are a Delaware business trust operating as an open-end management
investment company. As such, our company, Franklin Strategic Mortgage
Portfolio (referred to herein as the "Trust") is registered under the
Investment Company Act of 1940, (the "1940 Act"), and its shares are
registered under the Securities Act of 1933 (the "1933 Act"). We desire to
begin issuing our authorized but unissued shares of beneficial interest (the
"Shares") to authorized persons in accordance with applicable Federal and
State securities laws. Shares will be made available for the Funds (referred
to herein as a "Fund" or collectively as the "Funds") formed as a Series of
the Trust.
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
Agreement to you by a resolution of our Board of Trustees passed at a meeting
at which a majority of our Trustees, including a majority who are not
otherwise interested persons of the Trust 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 our Shares (except for sales made directly by the
Funds without sales charge) 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.
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 accept orders for the purchase or
repurchase of Shares as our agent. 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. You may allow such sub-agents or dealers such
commissions or discounts 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.
3. Offering Price. The Shares of the Funds shall be offered for
sale at a price equivalent to their respective net asset value plus a
variable percentage of the public offering price as sales commission. 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 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.
4. Sales Commission. You shall be entitled to charge a sales
commission on the sale of our Shares in the amount set forth in our then
effective prospectus. Such commission (subject to any quantity or other
discounts or eliminations of commission as set forth in our then current
effective prospectus) shall be an amount mutually agreed upon between us and
equal to the difference between the net asset value and the public offering
price of our Shares.
5. Terms and Conditions of Sales. Shares of the Funds 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 of Trustees may from time to time determine to be
eligible to purchase such shares.
6. Payment of Shares. At or prior to the time of delivery of any of
our Shares you will pay or cause to be paid to our Custodian or its
successor, for our account, an amount in cash equal to the net asset value of
such Shares. In the event that you pay for Shares sold by you prior to your
receipt of payment from purchasers you are authorized to reimburse yourself
for the net asset value of such Shares from the offering price of such Shares
when received by you.
7. Purchases for Your Own Account. You shall not purchase our
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 our 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 and statement of additional
information included therein;
(b) Of the preparation, including legal fees, and of printing
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; and
(c) Of the preparation, printing and distribution of any
reports or communications which we send to our existing
shareholders.
(d) Of filing and other fees to Federal and State securities
regulatory authorities necessary to continue offering our
Shares of any of the Funds;
You will pay the expenses:
(a) Of printing the copies of the prospectuses and any
supplements thereto and statement of additional information
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 and
statement of additional information 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 our existing
shareholders; and
(d) Incurred by you in advertising, promoting and selling our
Shares.
10. Furnishing of Information. We will furnish to you such
information with respect to the Funds and their 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 our 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, 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 our 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
majority of the outstanding voting securities of the Funds or by a vote of
the Board of Trustees of the Trust, and (ii) by a vote of a majority of the
trustees of the Trust who are not parties to the Agreement or interested
persons of any parties to the Agreement (other than as Trustees of the
Trust), 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 Funds without
the payment of any penalty, (i) either by vote of the Board of Trustees of
the Trust or by vote of a majority of the outstanding voting securities of
the Funds, 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 the Shares of the Funds 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 Trust as an open-end investment company. As
used herein the terms "Net Asset Value", "Offering Price", "Investment
Company", "Open-End Investment Company", "Assignment", "Principal
Underwriter", "Interested Person", "Parents", "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 STRATEGIC MORTGAGE PORTFOLIO
By: /s/ Xxxxxx X. Xxxxxxx Xx.
Accepted:
FRANKLIN DISTRIBUTORS, INC.
By: Xxxxxxx X. Xxxxxxx
DATED: February 1, 1993
