DEALER AGREEMENT
Effective: December 1, 1994
Franklin/Xxxxxxxxx Distributors, Inc. - Principal Underwriter
000 Xxxxxxxx Xxxxxx Xxxx., Xxx Xxxxx, XX 00000
000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000
Franklin Divisions Franklin Group of Funds
000 Xxxxxxxx Xxxxxx Xxxx., Xxx Xxxxx, XX 00000
415/000-0000 000/632-2350
000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 212/869-1776
Templeton Divisions Templeton Group of Funds
000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000
813/000-0000 000/237-0738
Franklin/Xxxxxxxxx Distributors, Inc., as Principal
Underwriter for the funds in the Franklin Group of Funds and the
Templeton Group of Funds, invites the dealer indicated below
(hereafter "you" or "dealer") to participate in the distribution
of the shares of any or all funds for which we now, or in the
future, serve as principal underwriter (together, hereafter
referred to as "we," "our," "us"), subject to the terms set forth
below (this "Agreement"). The funds are collectively referred to
herein as the "Funds" and listed in the Appendix. This Agreement
is cumulative and supersedes any agreement in effect prior to the
effective date listed above. Your first trade after receipt of
this Agreement shall constitute your acceptance of its term.
1. You represent that you are a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD") and are
presently licensed to the extent necessary by the appropriate
regulatory agency of each state in which you will offer and sell
shares of the Funds. You agree that termination or suspension of
such membership with the NASD, or of your license to do business
by any state or federal regulatory agency, at any time shall
require you to notify us of such action and shall terminate or
suspend this Agreement forthwith; or, if you are not a member of
the NASD but are a dealer subject to the laws of a foreign
country, you agree to conform to the rules of fair practice of
such association. This Agreement is in all respects subject to
Rule 26 of the Rules of Fair Practice of the NASD which shall
control any provision to the contrary in this Agreement.
2. You are to offer and sell shares of each Fund only at the
public offering price which shall then be currently in effect.
The procedures relating to all orders and the handling of them
shall be subject to the terms of the then current prospectus and
statement of additional information (hereafter, the "prospectus")
and new account application, including amendments, for each such
Fund, and our written instructions from time to time.
3. You agree:
(a) To act as principal, or as agent on behalf of your
customers, in all transactions in shares of the Funds except
as provided in paragraph 4 hereof. You shall not have any
authority to act as agent for the issuer (the Funds), for the
Principal Underwriter, or for any other dealer in any respect,
nor will you represent to any third party that you have such
authority or are acting in such capacity.
(b) To purchase shares only from us or from your customers.
(c) To enter orders for the purchase of shares of the Funds
only from us and only for the purpose of covering purchase
orders you have already received from your customers or for
your own bona fide investment.
(d) To maintain records of all sales and redemptions of
shares made through you and to furnish us with copies of such
records on request.
(e) To distribute prospectuses and reports to your customers
in compliance with the applicable requirements, except to the
extent that we expressly undertake to do so on your behalf.
(f) That you will not withhold placing customers' orders for
shares so as to profit yourself as a result of such
withholding or place orders for shares in amounts just below
the point at which sales charges are reduced so as to benefit
from a higher sales charge applicable to an amount below the
breakpoint.
(g) That if any shares confirmed to you hereunder are
repurchased or redeemed by any of the Funds within seven
business days after such confirmation of your original order,
you shall forthwith refund to us the full concession allowed
to you on such orders. We shall forthwith pay to the
appropriate Fund our share, if any, of the "charge" on the
original sale and shall also pay to such Fund the refund from
you as herein provided. We shall notify you of such repurchase
or redemption within ten days from the date of settlement.
Termination or cancellation of this Agreement shall not
relieve you or us from the requirements of this subparagraph.
(h) That if payment for the shares purchased is not received
within the time customary for such payment, the sale may be
cancelled forthwith without any responsibility or liability on
our part or on the part of the Funds, or at our option, we may
sell the shares ordered back to the Funds, in which latter
case we may hold you responsible for any loss to the Fund or
loss of profit suffered by us resulting from your failure to
make payment as aforesaid. We shall have no liability for any
check or other item returned unpaid to you after you have paid
us on behalf of a purchaser. We may refuse to liquidate the
investment unless we receive the purchaser's signed
authorization for the liquidation.
(i) That you shall assume responsibility for any loss to a
Fund(s) caused by a correction made subsequent to trade date,
provided such correction was not based on any error, omission
or negligence on our part, and that you will immediately pay
such loss to the Fund(s) upon notification.
(j) That if on a redemption which you have ordered,
instructions in proper form, including outstanding
certificates are not received within the time customary, the
redemption may be cancelled forthwith without any
responsibility or liability on our part or on the part of any
Fund, or at our option, we may buy the shares redeemed on
behalf of the Fund, in which latter case we may hold you
responsible for any loss to the Fund or loss of profit
suffered by us resulting from your failure to settle the
redemption.
4. In connection with orders for the purchase of shares on
behalf of an Individual Retirement Account, Self-Employed
Retirement Plan or other retirement accounts, by mail, telephone,
or wire, you shall act as agent for the custodian or trustee of
such plans (solely with respect to the time of receipt of the
application and payments) and shall not place such order until
you have received from your customer payment for such purchase
and, if such purchase represents the first contribution to such a
plan, the completed documents necessary to establish the plan.
You agree to indemnify us and Franklin Trust Company and/or
Xxxxxxxxx Funds Trust Company as applicable for any claim, loss,
or liability resulting from incorrect investment instructions
received from you which cause a tax liability or other tax
penalty.
5. We will not accept from you any conditional orders for
shares of any of the Funds. Delivery of certificates for shares
purchased shall be made by the Funds only against constructive
receipt of the purchase price, subject to deduction for your
concession and our portion of the sales charge, if any, on such
sale. No certificates will be issued unless specifically
requested.
6. On each purchase of shares by you from us, the total sales
charges and your dealer concessions shall be as stated in each
Fund's then current prospectus, subject to NASD rules and
applicable state and federal laws. Such sales charges and dealer
concessions are subject to reductions under a variety of
circumstances as described in the Funds' prospectuses. To obtain
these reductions, we must be notified when the sale takes place
which would qualify for the reduced charge. Sales charges on the
reinvestment of income dividends shall be allocated as stated in
each Fund's then current prospectus. If you fail to notify us of
the applicability of a reduction in the sales charge at the time
the trade is placed, neither we nor any of the Funds will be
liable for amounts necessary to reimburse any investor for the
reduction which should have been effected.
7. Redemptions or repurchases of shares will be made at the
net asset value of such shares in accordance with the current
prospectuses. Except as permitted by applicable law, you agree
not to purchase any shares from your customers at a price lower
than the redemption or repurchase prices then computed by the
Funds. You shall, however, be permitted to sell shares for the
account of the record owner to the Funds at the repurchase price
then currently in effect for such shares and may charge the owner
a fair commission for handling the transaction.
8. Telephone exchange orders will be effective only for shares
in plan balance (uncertificated shares) or for which share
certificates have been previously deposited and may be subject to
a $5 exchange fee as discussed in the prospectus. You may charge
the shareholder a fair commission for handling an exchange
transaction. Exchanges from a Fund sold with no sales charge to a
Fund which carries a sales charge, and exchanges from a Fund sold
with a sales charge to a Fund which carries a higher sales charge
may be subject to a sales charge in accordance with the terms of
each Fund's prospectus.
9. All orders are subject to acceptance by us and become
effective only upon confirmation by us. If required by law, each
transaction shall be confirmed in writing on a fully disclosed
basis and if confirmed by us, a copy of each confirmation shall
be sent simultaneously to you if you so request. All sales are
made subject to receipt of shares by us from the Funds. We
reserve the right in our discretion, without notice, to suspend
the sale of shares or withdraw the offering of shares entirely.
Telephone orders will be effected at the price(s) next computed
on the day they are received from you if, as set forth in each
Fund's current prospectus, they are received prior to the time
the price of its shares is calculated. Orders received after that
time will be effected at the price(s) computed on the next
business day. Orders for the purchase of 100,000 shares or more
of any of the Funds will be effected at an offering price
calculated to four decimal places. All orders must be accompanied
by payment in U.S. dollars. Orders payable by check must be drawn
payable in U.S. dollars on a U.S. bank, for the full amount of
the investment.
10. With respect to Funds offering both shares subject to a
front-end sales charge ("Class A Shares") and shares subject to a
contingent deferred sales charge ("Class B Shares"), you shall
conform to our written compliance standards as we may from time
to time provide to you in the future.
11. You are also invited to participate in the distribution of
shares of certain of the Funds which, although sold without or at
a reduced sales charge, have adopted a Plan ("Plan Funds")
pursuant to Rule 12b-1 under the Investment Company Act of 1940
("Plans"). Pursuant to such Plans, to the extent you provide
services as specified more fully in or in an attachment to a
service agreement between you and the Principal Underwriter, in
the promotion of shares of such Plan Funds, you shall be paid a
fee as provided for and in effect at any particular time as set
forth in the prospectuses for the Plan Funds which have such
Plans.
We shall furnish to the Board of Directors of the Plan Funds,
for their review on a quarterly basis, a written report of the
amounts expended under the Plans and the purposes for which such
expenditures were made.
The Plans and provisions of any Agreement relating to such
Plans must be approved annually by a vote of the Plan Funds'
Directors, including such persons who are not interested persons
of the Plan Funds and who have no financial interest in the Plans
or any related agreement ("Rule 12b-1 Directors"). The Plans or
the provisions of this Agreement relating to such Plans may be
terminated at any time by the vote of a majority of the Plan
Funds' Boards of Directors, including Rule 12b-1 Directors, or by
a vote of a majority of the outstanding shares of the Plan Funds,
on sixty (60) days' written notice, without payment of any
penalty. The Plans or the provisions of this Agreement may also
be terminated by any act that terminates the Underwriting
Agreement between us and the Plan Funds, and/or the management
agreement between Franklin Advisers, Inc. or Xxxxxxxxx, Xxxxxxxxx
& Xxxxxxxxxx Ltd. or their affiliates and the Plan Funds. In the
event of the termination of the Plans for any reason, the
provisions of this Agreement relating to the Plans will also
terminate.
Continuation of the Plans and provisions of this Agreement
relating to such Plans are conditioned on Rule 12b-1 Directors
being ultimately responsible for selecting and nominating any new
Rule 12b-1 Directors.
Under Rule 12b-1, Directors of any of the Plan Funds have a
duty to request and evaluate, and persons who are party to any
agreement related to a Plan have a duty to furnish, such
information as may reasonably be necessary to an informed
determination of whether the Plan or any agreement should be
implemented or continued.
Parties to this Agreement who provide services to Plan Funds
in the promotion of shares of such Funds should be aware that
under Rule 12b-1 Plan Funds are permitted to implement or
continue Plans or the provisions of this Agreement relating to
such Plans from year-to-year only if, based on certain legal
considerations, the board is able to conclude that the Plans will
benefit the Plan Funds. Absent such yearly determination the
Plans and the provisions of this Agreement relating to the Plans
must be terminated as set forth above.
You agree to waive payment of any amounts payable to you by us
under a Fund's Plan of Distribution pursuant to Rule 12b-1 until
such time as we are in receipt of such fee from the Fund.
The provisions of the management agreement between the Plan
Funds and Franklin Advisers, Inc. or Xxxxxxxxx, Xxxxxxxxx &
Xxxxxxxxxx Ltd. and its affiliates, and/or of the Underwriting
Agreement between the Plan Funds and us, insofar as they relate
to Plans, are incorporated herein by reference, and shall control
in the event of any inconsistency.
12. We shall have no responsibility for the qualification of,
manner of sale, or status of persons selling shares of the Funds
under the laws regulating the sale of securities in any U.S. or
foreign jurisdiction. We shall not, in any event, be liable or
responsible for the issue, form, validity, enforceability and
value of such shares or for any matter in connection therewith,
and no obligation not expressly assumed by us in this Agreement
shall be implied. Nothing in this Agreement, however, shall be
deemed to be a condition, stipulation or provision binding any
person acquiring any security to waive compliance with any
provision of the Securities Act of 1933, or of the rules and
regulations of the Securities and Exchange Commission, or to
relieve the parties hereto from any liability arising under the
Securities Act of 1933.
13. If it is necessary to register or qualify the shares in
any foreign jurisdictions in which you intend to offer the
shares, it will be your responsibility to arrange for and to pay
the costs of such registration or qualification; prior to any
such registration or qualification you will notify us of your
intent and of any limitations that might be imposed on the Funds
and you agree not to proceed with such registration or
qualification without the written consent of the Funds and of
ourselves.
14. No person is authorized to give any information or make
any representations concerning shares of the Funds except those
contained in the current prospectus, or statement of additional
information issued by the Fund or by us as information
supplemental to such prospectus or statement of additional
information. We will supply prospectuses, reasonable quantities
of supplemental sale literature, sales bulletins, and additional
information as issued. You agree not to use other advertising or
sales material relating to the Funds except that which (a)
conforms to the requirements of any applicable laws or
regulations of any government or authorized agency in the U.S. or
any other country, having jurisdiction over the offering or sale
of shares of the Funds, and (b) is approved in writing by us in
advance of such use. Such approval may be withdrawn by us in
whole or in part upon notice to you, and you shall, upon receipt
of such notice, immediately discontinue the use of such sales
literature, sales material and advertising. You are not
authorized to modify or translate any such materials without our
prior written consent.
15. You further agree to indemnify, defend and hold harmless
the Principal Underwriter, the Funds, their officers, directors
and employees from any and all losses, claims, liabilities and
expenses whether or not resulting in any liability to any of them
including, but not limited to, violations of the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the Investment Company Act of 1940, as amended, or any
rule or regulation of any government or authorized agency, in the
U.S. or any other country, having jurisdiction over the sale of
shares made by you, arising out of the offer and sale by you of
shares of the Funds pursuant to this Agreement, any redemption or
exchange pursuant to telephone instructions received from you or
your agent or employees, or arising out of the breach by you of
any of the terms and conditions of this Agreement.
16. Each party to this Agreement may cancel its participation
in this Agreement by giving written notice to the other parties.
Such notice shall be deemed to have been given and to be
effective on the date on which it was either delivered personally
to the other parties or any officer or member thereof, or was
mailed postpaid or delivered to a telegraph office for
transmission to the other parties at their address as shown
herein. This Agreement shall terminate immediately upon the
appointment of a Trustee under the Securities Investor Protection
Act or any other act of insolvency by you. The termination of
this Agreement by any of the foregoing means shall have no effect
upon transactions entered into prior to the effective date of
termination. A trade placed by you subsequent to your voluntary
termination of the Agreement will not serve to reinstate the
Agreement. Reinstatement, except in the case of a temporary
suspension of a dealer will only be effective upon written
notification by us. This Agreement may be amended by us at any
time by written notice to you and your placing of an order after
the effective date and receipt of notice of any such Amendment
shall constitute your acceptance thereof.
17. Should any of your concession accounts with us have a
debit balance, we may offset and recover the amount owed from any
other account you have with us, without notice or demand to you.
In the event of a dispute concerning any provision of this
Agreement, either party may require the dispute to be submitted
to binding arbitration under the commercial arbitration rules of
the NASD or the American Arbitration Association. Judgment upon
any arbitration award may be entered by any state or federal
court having jurisdiction. This Agreement shall be construed in
accordance with the laws of the State of California, not
including any provision which would require the general
application of the law of another jurisdiction, and shall be
binding upon the parties hereto when signed by us and accepted by
you, either by your signature in the space provided below or by
your first trade entered after receipt of this Agreement.
Date:
FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By:
(Signature)
Name:
Title:
000 Xxxxxxxx Xxxxxx Xxxx.
X.X. Xxx 0000
Xxx Xxxxx, XX 00000-0000
(415) 312/2000
Dealer Services - 000-000-0000
Order Room - 000-000-0000
000 Xxxxxxx Xxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000
(813) 823/8712
Account Information - 000-000-0000
Switchboard - 000-000-0000
DEALER
(Firm's name)
By:
(Signature)
Name:
Title:
Address:
Telephone:
NASD CRD #
APPENDIX
Revised as of December 1, 1994
Franklin/Xxxxxxxxx Distributors, Inc. ("FTDI") serves as
principal underwriter for the following Funds:
AGE High Income Fund, Inc., Franklin Balance Sheet Investment
Fund, Franklin California Tax-Free Income Fund, Inc., Franklin
California Tax-Free Trust, Franklin Custodian Funds, Inc.,
Franklin Equity Fund, Franklin Federal Tax-Free Income Fund,
Franklin Gold Fund, Franklin International Trust, Franklin
Investors Securities Trust, Franklin Managed Trust, Franklin
Municipal Securities Trust, Franklin New York Tax-Free Trust,
Franklin New York Tax-Free Income Fund, Inc., Franklin Premier
Return Fund, Franklin Strategic Series, Franklin Tax-Advantaged
High Yield Securities Fund, Franklin Tax-Advantaged International
Bond Fund, Franklin Tax-Advantaged U.S. Government Securities
Fund, Franklin Tax-Free Trust, Franklin Strategic Mortgage
Portfolio, Franklin/Xxxxxxxxx Global Trust, Franklin Real Estate
Securities Fund, all Franklin Money Market Funds, Institutional
Fiduciary Trust, Xxxxxxxxx Growth Fund, Inc., Xxxxxxxxx World
Fund, Xxxxxxxxx Foreign Fund, Templeton Smaller Companies Growth
Fund, Inc., Templeton Global Opportunities Trust, Xxxxxxxxx
Developing Markets Trust, Templeton American Trust, Inc.,
Templeton Real Estate Securities Fund, Templeton Income Fund,
Templeton Money Fund, Templeton Institutional Funds, Inc.
(Foreign Equity Series, Growth Series, Global Fixed Income
Series, Emerging Market Series and Foreign Equity (South Africa
Free) Series), Templeton Global Rising Dividends Fund, Templeton
Global Infrastructure Fund, Templeton Americas Government
Securities Fund, Franklin/Xxxxxxxxx Japan Fund, and Templeton
Variable Products Series Funds (Templeton Bond Fund, Templeton
Asset Allocation Fund, Templeton Stock Fund, Templeton Money
Market Fund and Xxxxxxxxx International Fund).The following
information will assist FTDI in accurately identifying and
reporting the source of sales made by you under the Agreement.
Compliance is voluntary but strongly encouraged. The information
being requested will be used by FTDI solely in connection with
its business as principal underwriter under the Agreement.
1. Nature of Firm's Business
Please indicate how you would best describe the nature of your
firm's business with FTDI, and if you clear for others, how you
would best describe the business of the firms you clear for
(check all that apply):
Firm's Clear Business For
Clearing agent for other firms
National Broker/Dealer
Regional Broker/Dealer
Independent Financial Planner
Financial Planning Broker/Dealer
Bank
Bank Affiliated
Insurance Company
Foreign Broker/Dealer
Other, please describe ______________
2. Branch and Rep Listings
You agree to provide FTDI with certain information including
the names and addresses of your registered representatives and
their representative numbers and branch locations. You also agree
to update FTDI with changes to this information on a regular and
frequent basis. FTDI agrees not to sell, in whole or in part,
this information nor disclose such information except for
regulatory purposes, servicing of accounts, or informational, or
other mailings which are in the normal course of FTDI or its
affiliates' business, or where such disclosure may otherwise be
required by law or by any regulatory agency having jurisdiction
over FTDI's or its affiliates' business.
Back Office Contact
(The person to contact for branch and rep listings)
By:
(Same as signature on agreement above)
95.89/104 (10/94)
MUTUAL FUND PURCHASE AND SALES AGREEMENT FOR ACCOUNT OF BANK
CUSTOMERS
Effective: December 1, 1994
Franklin/Xxxxxxxxx Distributors, Inc. - Principal Underwriter
000 Xxxxxxxx Xxxxxx Xxxx., Xxx Xxxxx, XX 00000 000 Xxxxxxx
Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000
Franklin Divisions Franklin Group of Funds
000 Xxxxxxxx Xxxxxx Xxxx., Xxx Xxxxx, XX 00000
415/312-2000 - 800/632-2350
000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 212/869-1776
Templeton Divisions Xxxxxxxxx Group of Funds
000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000
813/823-8712 - 800/237-0738
1. INTRODUCTION
This Agreement is entered into as of the date given on the
signature page. The parties to this Agreement are the bank
identified on that page ("Bank"), and Franklin/Xxxxxxxxx
Distributors, Inc. ("FTDI" or "we," "us"), in its capacity as
principal underwriter for any registered investment companies
("Fund(s)") which comprise the Franklin Group of Funds and the
Xxxxxxxxx Group of Funds, respectively, now or in the future. The
Appendix contains a current list of the Funds. The purpose of
this Agreement is to set forth the terms and conditions under
which FTDI will execute purchases and sales (redemptions) of Fund
shares ("Transaction(s)") at the request of Bank upon the order
and for the account of Bank's customers ("Customer(s)").
2. REPRESENTATIONS AND WARRANTIES OF BANK
Bank warrants and represents to FTDI and the Funds that:
a) Bank is a "bank" as defined in Section 3(a)(6) of the
Securities and Exchange Act of 1934, as amended (the "34
Act"):
"The term 'bank' means (A) a banking institution organized
under the laws of the United States, (B) a member bank of
the Federal Reserve System, (C) any other banking
institution, whether incorporated or not, doing business
under the law of any State or of the United States, a
substantial portion of the business of which consists of
receiving deposits or exercising a fiduciary power similar
to those permitted to national banks under the authority of
the Comptroller of the Currency pursuant to the first
section of Public Law 87-722 (12 U.S.C. 92a), and which is
supervised and examined by State or Federal authority having
supervision over banks, and which is not operated for the
purpose of evading the provisions of this title, and (D) a
receiver, conservator, or other liquidating agent of any
institution or firm included in clauses (A), (B) or (C) of
this paragraph."
b) Bank is authorized to enter into this Agreement, and Bank's
performance of its obligations and receipt of consideration
under this Agreement will not violate any law, regulation,
charter, agreement, or regulatory restriction to which Bank
is subject.
c) Bank has received all regulatory agency approvals and taken
all legal and other steps necessary for offering the
services Bank will provide to Customers in connection with
this Agreement.
3. REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL UNDERWRITER
FTDI warrants and represents to Bank that:
a) FTDI is a broker/dealer registered under the '34 Act.
b) FTDI is the principal underwriters of the Funds.
4. COVENANTS OF BANK
For each Transaction under this Agreement, Bank will:
a) be authorized to engage in the Transaction;
b) act as agent for the Customer;
c) act solely at the request of and for the account of the
Customer;
d) not submit an order unless Bank has already received the
order from the Customer;
e) not submit a purchase order unless Bank has already
delivered to the Customer a copy of the then current
prospectus for the Fund(s) whose shares are to be purchased;
f) not withhold placing any Customer's order for the purpose of
profiting from the delay;
g) have no beneficial ownership of the securities in any
purchase Transaction (the Customer will have the full
beneficial ownership), unless Bank is the Customer (in which
case, Bank will not engage in the Transaction unless the
Transaction is legally permissible for Bank); and
h) not accept or withhold any Fee otherwise allowed under
Sections 5(d) and (e) of this Agreement, if prohibited by
the Employee Retirement Income Security Act ("ERISA") or
trust or similar laws to which Bank is subject, in the case
of Transactions involving retirement plans, trusts, or
similar accounts.
i) maintain records of all sales and redemptions of shares made
through you and to furnish us with copies of such records on
request.
j) distribute prospectuses, statements of additional
information and reports to your customers in compliance with
the applicable requirements, except to the extent that we
expressly undertake to do so on your behalf.
While this Agreement is in effect, Bank will:
k) not purchase any shares from any person at a price lower
than the redemption price then quoted by the applicable
Fund;
l) repay FTDI the full Fee received by Bank under Sections 5(d)
and (e) of this Agreement, for any shares purchased under
this Agreement which are repurchased by the Fund within 7
business days after the purchase (in turn, FTDI shall pay to
the Fund the amount repaid by Bank. FTDI will notify Bank of
any such repurchase within 10 days.);
m) in connection with any Transaction on behalf of an
Individual Retirement Account, Self-Employed Retirement Plan
or other retirement accounts for which Franklin Trust
Company ("FTC") or Xxxxxxxxx Funds Trust Company ("TFTC"),
is the trustee or custodian, (i) act as agent for FTC or
TFTC, for the sole purpose of the receipt of applications
and contributions, and in that regard, solely with respect
to the establishment of the date the application or
contribution is received by the custodian or trustee, (ii)
not place any such order until Bank has received payment
along with any required plan documents, fully completed and
executed, and (iii) hold harmless, indemnify, and defend
FTDI, the Funds, FTC and TFTC from any claim, loss, or
liability, resulting directly or indirectly, in whole or in
part, from Bank's actions as agent;
n) be responsible for compliance with all laws and regulations,
including those of the applicable federal and state bank
regulatory authorities, with regard to Bank and Bank's
Customers; and
o) immediately notify FTDI in writing at the address given
below, should Bank cease to be a bank as set forth in
Section 2(a) of this Agreement.
5. TERMS AND CONDITIONS FOR TRANSACTIONS
a) Price
Transaction orders received from Bank will be accepted only
at the public offering price and in compliance with
procedures applicable to each order as set forth in the then
current prospectus for the applicable Fund. All orders must
be accompanied by payment in U.S. dollars. Orders payable by
check must be drawn payable in U.S. dollars on a U.S. bank,
for the full amount of the investment. All sales are made
subject to receipt of shares by us from the Funds. We
reserve the right in our discretion, without notice, to
suspend the sale of shares or withdraw the offering of
shares entirely.
Orders for the purchase of 100,000 or more shares of a Fund
will be effected at an offering price calculated to 4
decimal places.
b) Orders and Confirmations
Transaction orders shall be made using the procedures and
forms required by FTDI from time to time. Orders received on
any business day after the time for calculating the price of
Fund shares as set forth in each Fund's current prospectus
will be effected at the price determined on the next
business day. A written confirming statement will be sent to
Bank and to Customer upon settlement of each Transaction.
With respect to Funds offering both shares subject to a
front-end and sales charge ("Class A Shares") and shares
subject to a contingent deferred sales charge ("Class B
Shares"), you shall conform to our written compliance
standards as we may from time to time provide to you in the
future.
c) FTDI's Discretion and Transfer Agent's Requirements
All purchase orders are subject to acceptance or rejection
by FTDI and/or the Fund at their sole discretion. All
Transactions are subject to the then current requirements of
the Funds' transfer agent.
d) Payments by Bank for Purchases
On the settlement date for each purchase, Bank shall either
(i) remit the full purchase price by wire transfer to an
account designated by FTDI, or (ii) following FTDI's
procedures, wire the purchase price less the Fee allowed by
Section 5(e) of this Agreement. Twice monthly, FTDI will pay
Bank Fees not previously paid to or withheld by Bank. Each
calendar month, FTDI, as applicable, will prepare and mail
an activity statement summarizing all Transactions.
e) Fee
Where permitted by the prospectus for each Fund, a charge,
concession, or fee ("Fee") may be paid to Bank, related to
services provided by Bank in connection with Transactions.
The amount of the Fee, if any, is set by the relevant
prospectus. Adjustments in the Fee are available for certain
volume purchases, and Bank is solely responsible for
notifying FTDI when any purchase order is qualified for such
an adjustment.
f) Certain of the Funds which, although sold without or at a
reduced sales charge, have adopted a Plan ("Plan Funds")
pursuant to Rule 12b-1 under the Investment Company Act of
1940 ("Plans"). Pursuant to such Plans, to the extent you
provide services as specified more fully in or in an
attachment to a service agreement between you and the
principal underwriter, in the promotion of shares of such
Plan Funds, you shall be paid a fee as provided for and in
effect at any particular time as set forth in the
prospectuses and statements of additional information for
the Plan Funds which have such Plans.
We shall furnish to the Board of Directors of the Plan
Funds, for their review on a quarterly basis, a written
report of the amounts expended under the Plans and the
purposes for which such expenditures were made.
The Plans and provisions of any Agreement relating to such
Plans must be approved annually by a vote of the Plan Funds'
Directors, including such persons who are not interested
persons of the Plan Funds and who have no financial interest
in the Plans or any related agreement ("Rule 12b-1
Directors"). The Plans or the provisions of this Agreement
relating to such Plans may be terminated at any time by the
vote of a majority of the Plan Funds' Boards of Directors,
including Rule 12b-1 Directors, or by a vote of a majority
of the outstanding shares of the Plan Funds on sixty (60)
days' written notice, without payment of any penalty. The
Plans or the provisions of this Agreement may also be
terminated by any act that terminates the Underwriting
Agreement between us and the Plan Funds and/or the
management agreement between Franklin Advisers, Inc. or
Xxxxxxxxx Xxxxxxxxx & Xxxxxxxxxx Ltd. and the Plan Funds. In
the event of the termination of the Plans for any reason,
the provisions of this Agreement relating to the Plans will
also terminate.
Continuation of the Plans and provisions of this Agreement
relating to such Plans are conditioned on Rule 12b-1
Directors being ultimately responsible for selecting and
nominating any new Rule 12b-1 Directors.
Under Rule 12b-1, Directors of any of the Plan Funds have a
duty to request and evaluate, and persons who are party to
any agreement related to a Plan have a duty to furnish such
information as may reasonably be necessary to an informed
determination of whether the Plan or any agreement should be
implemented or continued.
Parties to this Agreement who provide services to Plan Funds
in the promotion of shares of such Funds should be aware
that under Rule 12b-1 Plan Funds are permitted to implement
or continue Plans or the provisions of this Agreement
relating to such Plans from year-to-year only if, based on
certain legal considerations, the board is able to conclude
that the Plans will benefit the Plan Funds. Absent such
yearly determination the Plans and the provisions of this
Agreement relating to the Plans must be terminated as set
forth above.
You agree to waive payment of any amounts payable to you by
FTDI under a Plan until such time as FTDI is in receipt of
such fee from the Plan Fund.
The provisions of the management agreement between the Plan
Funds and Franklin Advisers, Inc. or Xxxxxxxxx Xxxxxxxxx &
Xxxxxxxxxx Ltd. and its affiliates, and/or of the
Underwriting Agreement between the Plan Funds and us,
insofar as they relate to Plans are incorporated herein by
reference, and shall control in the event of any
inconsistency.
g) Other Distribution Services
From time to time, FTDI may offer telephone and other
augmented services in connection with Transactions under
this Agreement. If Bank uses any such service, Bank will be
subject to the procedures applicable to the service, whether
or not Bank has executed any agreement required for the
service.
h) Additional Terms and Conditions
i) Delivery of Certificate and Cancellation of
Transactions
FTDI will not accept any conditional Transaction
orders. Delivery of certificates or confirmations for
shares purchased shall be made by the Fund conditional
upon receipt of the purchase price, subject to
deduction of any Fee. No certificates will be issued
unless specifically requested. If payment is not
received within the required time period, the sale may
be cancelled without notice or demand, and neither FTDI
nor the Fund(s) shall have any responsibility or
liability for such a cancellation. Alternatively, the
unpaid shares may be sold back to the Fund, and Bank
shall be liable for any resulting loss to FTDI or to
the Fund(s). You shall assume responsibility for any
loss to a Fund(s) caused by a correction made
subsequent to trade date, and you will immediately pay
such loss to the Fund(s) upon notification.
ii) Qualification of Shares
Except lack of good faith, FTDI shall not be
responsible expressly or by implication for the
qualification, issuance, form, validity,
enforceability, or value of shares of any of the Funds
for sale under the laws of any U.S. or foreign
jurisdiction. At Bank's request, FTDI will indicate to
Bank the states and jurisdictions in which Funds are
then qualified for sale. Bank shall be solely
responsible for compliance with all legal requirements
applicable to (1) those who may sell Fund shares on
behalf of Bank, and (2) those to whom such shares are
sold. If it is necessary to register or qualify the
shares in any foreign jurisdictions in which you intend
to offer the shares, it will be your responsibility to
arrange for and to pay the costs of such registration
or qualification; prior to any such registration or
qualification you will notify us of your intent and of
any limitations that might be imposed on the Funds and
you agree not to proceed with such registration or
qualification without the written consent of the Funds
and of ourselves. You further agree to indemnify,
defend and hold harmless the Principal Underwriter, the
Funds, their officers, directors and employees from any
and all losses, claims, liabilities and expenses
whether or not resulting in any liability to any of
them including, but not limited to, violations of the
Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the Investment
Company Act of 1940, as amended, or any rule or
regulation of any government or authorized agency, in
the United States or any other country, having
jurisdiction over the sale of shares made by you,
arising out of the offer and sale by you of shares of
the Funds pursuant to this Agreement, any redemption or
exchange pursuant to telephone instructions received
from you or your agent or employees, or arising out of
the breach by you of any of the terms and conditions of
this Agreement.
However, nothing in this Agreement shall be deemed to
be a condition, stipulation, or provision binding any
person acquiring any security to waive compliance with
any provision of the Securities Act of 1933, or of the
rules and regulations of the Securities and Exchange
Commission, or to relieve the parties hereto from any
liability arising under the Securities Act of 1933.
iii) Prospectus and Sales Materials
No person is authorized to make any representations
concerning shares of the Funds except those contained
in the current prospectus, statement of additional
information, or printed information issued by such Fund
or by FTDI as information supplemental to such
prospectus or statement of additional information. FTDI
will supply Bank with prospectuses, reasonable
quantities of supplemental sales literature, sales
bulletins, and additional information as issued.
iv) Limit on Advertising
Bank may not use advertising or sales material relating
to any Fund(s) other than materials delivered under
Section 5(h)(iii) of this Agreement, unless approved in
advance in writing by FTDI. Such approval may be
withdrawn by us in whole or in part upon notice to you,
and you shall, upon receipt of such notice, immediately
discontinue the use of such sales literature, sales
material and advertising. You are not authorized to
modify or translate any such materials without our
prior written consent. The use of any advertising
material must conform to the requirements of any
applicable laws and regulaton any government or
authorized agency, in the U.S. or any other country,
having jurisdiction over the offering or sale of shares
of the Funds.
v) Customers
Customers shall be deemed for all purposes to be Bank's
customers and not customers of FTDI. Customer names
shall be used by FTDI only for regulatory, servicing,
informational, and other mailings in the normal course
of Fund business, and may not be sold to others in a
list containing names of Bank's Customers only.
6.GENERAL
a) Successors and Assignments
This Agreement binds Bank and FTDI and their respective
heirs, successors and assigns. Bank may not assign its right
and duties under this Agreement without the advance, written
authorization of FTDI.
b) Paragraph Headings
The paragraph headings of this Agreement are for convenience
only, and shall not be deemed to define, limit, or describe
the scope or intent of this Agreement.
c) Severability
Should any provision of this Agreement be determined to be
invalid or unenforceable under any law, rule, or regulation,
that determination shall not affect the validity or
enforceability of any other provision of this Agreement.
d) Waivers
There shall be no waiver of any provision of this Agreement
except a written waiver signed by Bank and FTDI. No written
waiver shall be deemed a continuing waiver or a waiver of
any other provision, unless the waiver expresses such
intention.
e) Sole Agreement
This Agreement is the entire agreement of Bank and FTDI and
supersedes all oral negotiations and prior writings.
f) Governing Law
This Agreement shall be construed in accordance with the
laws of the State of California, not including any provision
which would require the general application of the law of
another jurisdiction, and shall be binding upon the parties
hereto when signed by us and accepted by you, either by your
signature in the space provided below or by your first trade
entered after receipt of this Agreement.
g) Arbitration
Should any of your concession accounts with us have a debit
balance, we may offset and recover the amount owed from any
other account you have with us, without notice or demand to
you. Either party may submit any dispute under this
Agreement to binding arbitration under the commercial
arbitration rules of the American Arbitration Association.
Judgment upon any arbitration award may be entered by any
state or federal court having jurisdiction.
h) Amendments
FTDI may amend this Agreement at any time by depositing a
written notice of the amendment in the U.S. mail, first
class postage pre-paid, addressed to Bank's address given
below. Bank's placement of any Transaction order after the
effective date of the written notice shall constitute Bank's
acceptance of the amendment.
i) Term and Termination
This Agreement shall continue in effect until terminated.
FTDI or Bank may terminate this Agreement at any time by
written notice to the other, but such termination shall not
affect the payment or repayment of Fees on Transactions
prior to the termination date. Termination also will not
affect the indemnities given under this Agreement.
WHEREFORE, the parties, by their duly authorized representatives,
have executed this Agreement.
Date:
FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By:
(Signature)
Name:
Title:
000 Xxxxxxxx Xxxxxx Xxxx.
X.X. Xxx 0000
Xxx Xxxxx, XX 00000-0000
(415) 312/2000
Dealer Services - 000-000-0000
Order Room - 000-000-0000
000 Xxxxxxx Xxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000
(813) 823/8712
Account Information - 000-000-0000
Switchboard - 000-000-0000
BANK
(Firm's name)
By:
(Signature)
Name:
Title:
Address:
Telephone:
APPENDIX
Revised as of December 1, 1994
Franklin/Xxxxxxxxx Distributors, Inc. ("FTDI") serves as
principal underwriter for the following Funds:
AGE High Income Fund, Inc., Franklin Balance Sheet Investment
Fund, Franklin California Tax-Free Income Fund, Inc., Franklin
California Tax-Free Trust, Franklin Custodian Funds, Inc.,
Franklin Equity Fund, Franklin Federal Tax-Free Income Fund,
Franklin Gold Fund, Franklin International Trust, Franklin
Investors Securities Trust, Franklin Managed Trust, Franklin
Municipal Securities Trust, Franklin New York Tax-Free Trust,
Franklin New York Tax-Free Income Fund, Inc., Franklin Premier
Return Fund, Franklin Strategic Series, Franklin Tax-Advantaged
High Yield Securities Fund, Franklin Tax-Advantaged International
Bond Fund, Franklin Tax-Advantaged U.S. Government Securities
Fund, Franklin Tax-Free Trust, Franklin Strategic Mortgage
Portfolio, Franklin/Xxxxxxxxx Global Trust, Franklin Real Estate
Securities Fund, all Franklin Money Market Funds, Institutional
Fiduciary Trust, Xxxxxxxxx Growth Fund, Inc., Xxxxxxxxx World
Fund, Xxxxxxxxx Foreign Fund, Templeton Smaller Companies Growth
Fund, Inc., Templeton Global Opportunities Trust, Xxxxxxxxx
Developing Markets Trust, Templeton American Trust, Inc.,
Templeton Real Estate Securities Fund, Templeton Income Fund,
Templeton Money Fund, Templeton Institutional Funds, Inc.
(Foreign Equity Series, Growth Series, Global Fixed Income
Series, Emerging Market Series and Foreign Equity (South Africa
Free) Series), Templeton Global Rising Dividends Fund, Templeton
Global Infrastructure Fund, Templeton Americas Government
Securities Fund, Franklin/Xxxxxxxxx Japan Fund, and Templeton
Variable Products Series Funds (Templeton Bond Fund, Templeton
Asset Allocation Fund, Templeton Stock Fund, Templeton Money
Market Fund and Xxxxxxxxx International Fund).The following
information will assist FTDI in accurately identifying and
reporting the source of sales made by you under the Agreement.
Compliance is voluntary but strongly encouraged. The information
being requested will be used by FTDI solely in connection with
its business as principal underwriter under the Agreement.
1. Nature of Firm's Business
Please indicate how you would best describe the nature of your
firm's business with FTDI, and if you clear for others, how you
would best describe the business of the firms you clear for
(check all that apply):
Firm's Clear Business For
Clearing agent for other firms
National Broker/Dealer
Regional Broker/Dealer
Independent Financial Planner
Financial Planning Broker/Dealer
Bank
Bank Affiliated
Insurance Company
Foreign Broker/Dealer
Other, please describe ______________
2. Branch and Rep Listings
You agree to provide FTDI with certain information including the
names and addresses of your registered representatives and their
representative numbers and branch locations. You also agree to
update FTDI with changes to this information on a regular and
frequent basis. FTDI agrees not to sell, in whole or in part,
this information nor disclose such information except for
regulatory purposes, servicing of accounts, or informational, or
other mailings which are in the normal course of FTDI or its
affiliates' business, or where such disclosure may otherwise be
required by law or by any regulatory agency having jurisdiction
over FTDI's or its affiliates' business.
Back Office Contact
(The person to contact for branch and rep listings)
By:
(Same as signature on agreement above)
MUTUAL FUND PURCHASE AND SALES AGREEMENT FOR BANK AFFILIATED
BROKER/DEALERS
Effective: December 1, 1994
Franklin/Xxxxxxxxx Distributors, Inc. - Principal Underwriter
000 Xxxxxxxx Xxxxxx Xxxx., Xxx Xxxxx, XX 00000
000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000
Franklin Divisions Franklin Group of Funds
000 Xxxxxxxx Xxxxxx Xxxx., Xxx Xxxxx, XX 00000
415/000-0000 000/632-2350
000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 212/869-1776
Templeton Divisions Templeton Group of Funds
000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000
813/000-0000 000/237-0738
Franklin/Xxxxxxxxx Distributors, Inc., as Principal
Underwriter for the funds in the Franklin Group of Funds and the
Templeton Group of Funds, invites the dealer indicated below
(hereinafter "you" or "dealer") to participate in the
distribution of the shares of any or all funds for which we now,
or in the future, serve as principal underwriter (together,
hereafter referred to as "we," "our," "us"), subject to the terms
set forth below (this "Agreement"). The funds are collectively
referred to herein as the "Funds" and listed in the Appendix.
This Agreement is cumulative and supersedes any agreement in
effect prior to the effective date listed above. Your first trade
after receipt of this Agreement shall constitute your acceptance
of its term.
1. You represent that you are a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD") and are
presently licensed to the extent necessary by the appropriate
regulatory agency of any state in which you will offer and sell
shares of the Funds. You agree that termination or suspension of
your membership with the NASD, or of your license to do business
by any state or federal regulatory agency, at any time shall
require you to notify us of such action and shall terminate or
suspend this Agreement forthwith; or, if you are not a member of
the NASD but are a dealer subject to the laws of a foreign
country, you agree to conform to the rules of fair practice of
such association. This Agreement is in all respects subject to
Rule 26 of the Rules of Fair Practice of the NASD, which shall
control any provisions to the contrary in this Agreement.
2. You are to offer and sell shares of each Fund only at the
public offering price which shall then be currently in effect.
The procedures relating to all orders and the handling of them
shall be subject to the terms of the then current prospectus and
statement of additional information (hereafter, the "prospectus")
and new account application, including amendments, for each such
Fund, and our written instructions from time to time.
3. You agree:
(a) To act as agent on behalf of your customers in all
transactions in shares of the Funds except as provided
in paragraph 4 hereof. You shall not have any authority
to act as agent for the issuer (the Funds), for the
Principal Underwriter, or for any other dealer in any
respect, nor will you represent to any third party that
you have such authority or are acting in such capacity.
(b) To purchase shares only from us or from your customers.
(c) To enter orders for the purchase of shares of the Funds
only from us and only for the purpose of covering
purchase orders you have already received from your
customers or for your own bona fide investment.
(d) To maintain records of all sales and redemptions of
shares made through you and to furnish us with copies of
such records on request.
(e) To distribute prospectuses and reports to your customers
in compliance with the applicable requirements, except
to the extent that we expressly undertake to do so on
your behalf.
(f) That you will not withhold placing customers' orders for
shares so as to profit yourself as a result of such
withholding or place orders for shares in amounts just
below the point at which sales charges are reduced so as
to benefit from a higher sales charge applicable to an
amount below the breakpoint.
(g) That if any shares confirmed to you hereunder are
repurchased or redeemed by any of the Funds within seven
business days after such confirmation of your original
order, you shall forthwith refund to us the full
concession allowed to you on such orders. We shall
forthwith pay to the appropriate Fund our share, if any,
of the "charge" on the original sale and shall also pay
to such Fund the refund from you as herein provided. We
shall notify you of such repurchase or redemption within
ten days from the date of settlement. Termination or
cancellation of this Agreement shall not relieve you or
us from the requirements of this subparagraph.
(h) That if payment for the shares purchased is not received
within the time customary for such payment, the sale may
be cancelled forthwith without any responsibility or
liability on our part or on the part of the Funds, or at
our option, we may sell the shares ordered back to the
Funds, in which latter case we may hold you responsible
for any loss to the Fund or loss of profit suffered by
us resulting from your failure to make payment as
aforesaid. We shall have no liability for any check or
other item returned unpaid to you after you have paid us
on behalf of a purchaser. We may refuse to liquidate the
investment unless we receive the purchaser's signed
authorization for the liquidation.
(i) That you shall assume responsibility for any loss to a
Fund(s) caused by a correction made subsequent to trade
date, provided such correction was not based on any
error, omission or negligence on our part, and that you
will immediately pay such loss to the Fund(s) upon
notification.
(j) That if on a redemption which you have ordered,
instructions in proper form, including outstanding
certificates are not received within the time customary,
the redemption may be cancelled forthwith without any
responsibility or liability on our part or on the part
of any Fund, or at our option, we may buy the shares
redeemed on behalf of the Fund, in which latter case we
may hold you responsible for any loss to the Fund or
loss of profit suffered by us resulting from your
failure to settle the redemption.
4. In connection with orders for the purchase of shares on
behalf of an Individual Retirement Account, Self-Employed
Retirement Plan or other retirement accounts, by mail, telephone,
or wire, you shall act as agent for the custodian or trustee of
such plans (solely with respect to the time of receipt of the
application and payments) and shall not place such order until
you have received from your customer payment for such purchase
and, if such purchase represents the first contribution to such a
plan, the completed documents necessary to establish the plan.
You agree to indemnify us and Franklin Trust Company and/or
Xxxxxxxxx Funds Trust Company for any claim, loss, or liability
resulting from incorrect investment instructions received from
you which cause a tax liability or other tax penalty.
5. We will not accept from you any conditional orders for
shares of any of the Funds. Delivery of certificates for shares
purchased shall be made by the Funds only against constructive
receipt of the purchase price, subject to deduction for your
concession and our portion of the sales charge, if any, on such
sale. No certificates will be issued unless specifically
requested.
6. On each purchase of shares by you from us, the total sales
charges and your dealer concessions shall be as stated in each
Fund's then current prospectus, subject to NASD rules and
applicable state and federal laws. Such sales charges and dealer
concessions are subject to reductions under a variety of
circumstances as described in the Funds' prospectuses. To obtain
these reductions, we must be notified when the sale takes place
which would qualify for the reduced charge. Sales charges on the
reinvestment of income dividends shall be allocated as stated in
each Fund's then current prospectus. If you fail to notify us of
the applicability of a reduction in the sales charge at the time
the trade is placed, neither we nor any of the Funds will be
liable for amounts necessary to reimburse any investor for the
reduction which should have been effected.
7. Redemptions or repurchases of shares will be made at the
net asset value of such shares in accordance with the current
prospectuses. Except as permitted by applicable law, you agree
not to purchase any shares from your customers at a price lower
than the redemption or repurchase prices then computed by the
Funds. You shall, however, be permitted to sell shares for the
account of the record owner to the Funds at the repurchase price
then currently in effect for such shares and may charge the owner
a fair commission for handling the transaction.
8. Telephone exchange orders will be effective only for shares
in plan balance (uncertificated shares) or for which share
certificates have been previously deposited and may be subject to
a $5 exchange fee as discussed in the prospectus. You may charge
the shareholder a fair commission for handling an exchange
transaction. Exchanges from a Fund sold with no sales charge to a
Fund which carries a sales charge and exchanges from a Fund sold
with a sales charge to a Fund which carries a higher sales charge
may be subject to a sales charge in accordance with the terms of
each Fund's prospectus.
9. All orders are subject to acceptance by us and become
effective only upon confirmation by us. If required by law, each
transaction shall be confirmed in writing on a fully disclosed
basis and, if confirmed by us, a copy of each confirmation shall
be sent simultaneously to you if you so request. All sales are
made subject to receipt of shares by us from the Funds. We
reserve the right in our discretion, without notice, to suspend
the sale of shares or withdraw the offering of shares entirely.
Telephone orders will be effected at the price(s) next computed
on the day they are received from you if, as set forth in each
Fund's current prospectus, they are received prior to the time
the price of its shares is calculated. Orders received after that
time will be effected at the price(s) computed on the next
business day. Orders for the purchase of 100,000 shares or more
of any of the Funds will be effected at an offering price
calculated to four decimal places. All orders must be accompanied
by payment in U.S. dollars. Orders payable by check must be drawn
payable in U.S. dollars on a U.S. bank, for the full amount of
the investment.
10. With respect to Funds offering both shares subject to a
front-end sales charge ("Class A Shares") and shares subject to a
contingent deferred sales charge ("Class B Shares"), you shall
conform to our written compliance standards as we may from time
to time provide to you in the future.
11. You are also invited to participate in the distribution of
shares of certain of the Funds which, although sold without or at
a reduced sales charge, have adopted a Plan ("Plan Funds")
pursuant to Rule 12b-1 under the Investment Company Act of 1940
("Plans"). Pursuant to such Plans, to the extent you provide
services as specified more fully in or in an attachment to a
service agreement between you and the Principal Underwriter, in
the promotion of shares of such Plan Funds, you shall be paid a
fee as provided for and in effect at any particular time as set
forth in the prospectuses for the Plan Funds which have such
Plans.
We shall furnish to the Board of Directors of the Plan Funds,
for their review on a quarterly basis, a written report of the
amounts expended under the Plans and the purposes for which such
expenditures were made.
The Plans and provisions of any Agreement relating to such
Plans must be approved annually by a vote of the Plan Funds'
Directors, including such persons who are not interested persons
of the Plan Funds and who have no financial interest in the Plans
or any related agreement ("Rule 12b-1 Directors"). The Plans or
the provisions of this Agreement relating to such Plans may be
terminated at any time by the vote of a majority of the Plan
Funds' Boards of Directors, including Rule 12b-1 Directors, or by
a vote of a majority of the outstanding shares of the Plan Funds,
on sixty (60) days' written notice, without payment of any
penalty. The Plans or the provisions of this Agreement may also
be terminated by any act that terminates the Underwriting
Agreement between us and the Plan Funds, and/or the management
agreement between Franklin Advisers, Inc. or Xxxxxxxxx, Xxxxxxxxx
& Xxxxxxxxxx Ltd. or their affiliates and the Plan Funds. In the
event of the termination of the Plans for any reason, the
provisions of this Agreement relating to the Plans will also
terminate.
Continuation of the Plans and provisions of this Agreement
relating to such Plans are conditioned on Rule 12b-1 Directors
being ultimately responsible for selecting and nominating any new
Rule 12b-1 Directors.
Under Rule 12b-1, Directors of any of the Plan Funds have a
duty to request and evaluate, and persons who are party to any
agreement related to a Plan have a duty to furnish, such
information as may reasonably be necessary to an informed
determination of whether the Plan or any agreement should be
implemented or continued.
Parties to this Agreement who provide services to Plan Funds
in the promotion of shares of such Funds should be aware that
under Rule 12b-1 Plan Funds are permitted to implement or
continue Plans or the provisions of this Agreement relating to
such Plans from year-to-year only if, based on certain legal
considerations, the board is able to conclude that the Plans will
benefit the Plan Funds. Absent such yearly determination the
Plans and the provisions of this Agreement relating to the Plans
must be terminated as set forth above.
You agree to waive payment of any amounts payable to you by us
under a Fund's Plan of Distribution pursuant to Rule 12b-1 until
such time as we are in receipt of such fee from the fund.
The provisions of the management agreement between the Plan
Funds and Franklin Advisers, Inc. or Xxxxxxxxx, Xxxxxxxxx &
Xxxxxxxxxx Ltd. and its affiliates, and/or of the Underwriting
Agreement between the Plan Funds and us, insofar as they relate
to Plans, are incorporated herein by reference, and shall control
in the event of any inconsistency.
12. We shall have no responsibility for the qualification of,
manner of sale, or status of persons selling shares of the Funds
under the laws regulating the sale of securities in any U.S. or
foreign jurisdiction. We shall not, in any event, be liable or
responsible for the issue, form, validity, enforceability and
value of such shares or for any matter in connection therewith,
and no obligation not expressly assumed by us in this Agreement
shall be implied. Nothing in this Agreement, however, shall be
deemed to be a condition, stipulation or provision binding any
person acquiring any security to waive compliance with any
provision of the Securities Act of 1933, or of the rules and
regulations of the Securities and Exchange Commission, or to
relieve the parties hereto from any liability arising under the
Securities Act of 1933.
13. If it is necessary to register or qualify the shares in
any foreign jurisdictions in which you intend to offer the
shares, it will be your responsibility to arrange for and to pay
the costs of such registration or qualification; prior to any
such registration or qualification you will notify us of your
intent and of any limitations that might be imposed on the Funds
and you agree not to proceed with such registration or
qualification without the written consent of the Funds and of
ourselves.
14. No person is authorized to give any information or make
any representations concerning shares of the Funds except those
contained in the current prospectus, or statement of additional
information issued by the Fund or by us as information
supplemental to such prospectus or statement of additional
information. We will supply prospectuses, reasonable quantities
of supplemental sale literature, sales bulletins, and additional
information as issued. You agree not to use other advertising or
sales material relating to the Funds except that which (a)
conforms to the requirements of any applicable laws or
regulations of any government or authorized agency in the U.S. or
any other country, having jurisdiction over the offering or sale
of shares of the Funds, and (b) is approved in writing by us in
advance of such use. Such approval may be withdrawn by us in
whole or in part upon notice to you, and you shall, upon receipt
of such notice, immediately discontinue the use of such sales
literature, sales material and advertising. You are not
authorized to modify or translate any such materials without our
prior written consent.
15. You further agree to indemnify, defend and hold harmless
the Principal Underwriter, the Funds, their officers, directors
and employees from any and all losses, claims, liabilities and
expenses whether or not resulting in any liability to any of them
including, but not limited to, alleged violations of the
Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the Investment Company Act of 1940, as
amended, or any rule or regulation of any government or
authorized agency, in the U.S. or any other country, having
jurisdiction over the sale of shares made by you, arising out of
the offer and sale by you of shares of the Funds pursuant to this
Agreement, any redemption or exchange pursuant to telephone
instructions received from you or your agent or employees, or
arising out of the breach by you of any of the terms and
conditions of this Agreement.
16. Each party to this Agreement may cancel its participation
in this Agreement by giving written notice to the other parties.
Such notice shall be deemed to have been given and to be
effective on the date on which it was either delivered personally
to the other parties or any officer or member thereof, or was
mailed postpaid or delivered to a telegraph office for
transmission to the other parties at their address as shown
herein. This Agreement shall terminate immediately upon the
appointment of a Trustee under the Securities Investor Protection
Act or any other act of insolvency by you. The termination of
this Agreement by any of the foregoing means shall have no effect
upon transactions entered into prior to the effective date of
termination. A trade placed by you subsequent to your voluntary
termination of the Agreement will not serve to reinstate the
Agreement. Reinstatement, except in the case of a temporary
suspension of a dealer will only be effective upon written
notification by us. This Agreement may be amended by us at any
time by written notice to you and your placing of an order after
the effective date and receipt of notice of any such Amendment
shall constitute your acceptance thereof.
17. Should any of your concession accounts with us have a
debit balance, we may offset and recover the amount owed from any
other account you have with us, without notice or demand to you.
In the event of a dispute concerning any provision of this
Agreement, either party may require the dispute to be submitted
to binding arbitration under the commercial arbitration rules of
the NASD or the American Arbitration Association. Judgment upon
any arbitration award may be entered by any state or federal
court having jurisdiction. This Agreement shall be construed in
accordance with the laws of the State of California, not
including any provision which would require the general
application of the law of another jurisdiction, and shall be
binding upon the parties hereto when signed by us and accepted by
you, either by your signature in the space provided below or by
your first trade entered after receipt of this Agreement.
Date:
FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By:
(Signature)
Name:
Title:
000 Xxxxxxxx Xxxxxx Xxxx.
X.X. Xxx 0000
Xxx Xxxxx, XX 00000-0000
(415) 312/2000
Dealer Services - 000-000-0000
Order Room - 000-000-0000
000 Xxxxxxx Xxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000
(813) 823/8712
Account Information - 000-000-0000
Switchboard - 000-000-0000
DEALER
(Firm's name)
By:
(Signature)
Name:
Title:
Address:
Telephone:
APPENDIX
Revised as of December 1, 1994
Franklin/Xxxxxxxxx Distributors, Inc. ("FTDI") serves as
principal underwriter for the following Funds:
AGE High Income Fund, Inc., Franklin Balance Sheet Investment
Fund, Franklin California Tax-Free Income Fund, Inc., Franklin
California Tax-Free Trust, Franklin Custodian Funds, Inc.,
Franklin Equity Fund, Franklin Federal Tax-Free Income Fund,
Franklin Gold Fund, Franklin International Trust, Franklin
Investors Securities Trust, Franklin Managed Trust, Franklin
Municipal Securities Trust, Franklin New York Tax-Free Trust,
Franklin New York Tax-Free Income Fund, Inc., Franklin Premier
Return Fund, Franklin Strategic Series, Franklin Tax-Advantaged
High Yield Securities Fund, Franklin Tax-Advantaged International
Bond Fund, Franklin Tax-Advantaged U.S. Government Securities
Fund, Franklin Tax-Free Trust, Franklin Strategic Mortgage
Portfolio, Franklin/Xxxxxxxxx Global Trust, Franklin Real Estate
Securities Fund, all Franklin Money Market Funds, Institutional
Fiduciary Trust, Xxxxxxxxx Growth Fund, Inc., Xxxxxxxxx World
Fund, Xxxxxxxxx Foreign Fund, Templeton Smaller Companies Growth
Fund, Inc., Templeton Global Opportunities Trust, Xxxxxxxxx
Developing Markets Trust, Templeton American Trust, Inc.,
Templeton Real Estate Securities Fund, Templeton Income Fund,
Templeton Money Fund, Templeton Institutional Funds, Inc.
(Foreign Equity Series, Growth Series, Global Fixed Income
Series, Emerging Market Series and Foreign Equity (South Africa
Free) Series), Templeton Global Rising Dividends Fund, Templeton
Global Infrastructure Fund, Templeton Americas Government
Securities Fund, Franklin/Xxxxxxxxx Japan Fund, and Templeton
Variable Products Series Funds (Templeton Bond Fund, Templeton
Asset Allocation Fund, Templeton Stock Fund, Templeton Money
Market Fund and Xxxxxxxxx International Fund).
The following information will assist FTDI in accurately
identifying and reporting the source of sales made by you under
the Agreement. Compliance is voluntary but strongly encouraged.
The information being requested will be used by FTDI solely in
connection with its business as principal underwriter under the
Agreement.
1. Nature of Firm's Business
Please indicate how you would best describe the nature of your
firm's business with FTDI, and if you clear for others, how you
would best describe the business of the firms you clear for
(check all that apply):
Firm's Clear Business For
Clearing agent for other firms
National Broker/Dealer
Regional Broker/Dealer
Independent Financial Planner
Financial Planning Broker/Dealer
Bank
Bank Affiliated
Insurance Company
Foreign Broker/Dealer
Other, please describe ______________
2. Branch and Rep Listings
You agree to provide FTDI with certain information including the
names and addresses of your registered representatives and their
representative numbers and branch locations. You also agree to
update FTDI with changes to this information on a regular and
frequent basis. FTDI agrees not to sell, in whole or in part,
this information nor disclose such information except for
regulatory purposes, servicing of accounts, or informational, or
other mailings which are in the normal course of FTDI or its
affiliates' business, or where such disclosure may otherwise be
required by law or by any regulatory agency having jurisdiction
over FTDI's or its affiliates' business.
Back Office Contact
(The person to contact for branch and rep listings)
By:
(Same as signature on agreement above)
95.89/115 (10/94)
