Exhibit 10.1
WRAP ACCOUNT SUPPLEMENT TO DEALER'S AGREEMENT WITH
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
AGREEMENT, dated this _________ day of
__________________, 199__, between _______________,
("Dealer"), and Franklin/Templeton Distributors, Inc.
("Distributors").
WITNESSETH
WHEREAS, Dealer wishes to use shares of open-end funds
distributed by Distributors (the "Funds") in a fee-based
wrap program (the "Program") made available by Dealer to
clients of Dealer (the "Wrap Account");
WHEREAS, Dealer wishes to afford its fee-based clients
the opportunity to qualify for the ability to purchase
shares of the Funds at net asset value; and
WHEREAS, Distributors is willing to allow Dealer to
purchase shares of the Funds for clients in the Wrap Account
subject to the provisions of this Agreement;
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by both parties, Dealer and
Distributors hereby agree as follows:
1. Subject to Paragraph 2 hereof, Dealer may sell
shares of any Funds made available by Distributors, from
time to time, at net asset value to bona fide clients of
Dealer for use solely in their Wrap Account. Dealer will
earn no discount concession, commission, finder's fees or
similar payments on any such sale.
2. Distributors, after consulting Dealer, will
determine, from time to time, which Funds it will make
available to Dealer for use in the Wrap Account. Dealer
will comply with all provisions of the then current
Prospectus of each Fund, as in effect from time to time.
3. For any Wrap Account customer eligible to purchase
Fund shares at net asset value, Distributors understands
that Dealer shall charge an annual fee to the customer of
_________________ to _________________ of average net
assets. Dealer shall not prepare, use or distribute
brochures, written materials or advertising in any form that
refers to sales of the Funds as "no-load", "available
without sales charge", "at net asset value" or any similar
phrase, except in the case of brochures, which may refer to
the Funds as "available at net asset value" if the fees and
expenses of the Wrap Account are given at least equal
prominence. Notwithstanding the foregoing, in connection
with explaining the fees and expenses of the Wrap Account,
representatives of Dealer may describe to customers the
option of purchasing Fund shares through the Program at net
asset value.
4. Distributors warrants that all necessary
disclosures regarding the sale of shares at net asset value
will be set forth in the then current Prospectus (as in
effect from time to time) of the Funds available under this
Agreement.
5. Dealer will (a) include descriptions (approved in
advance by Distributors) of all Funds offered through the
Wrap Account in internal sales materials used in conjunction
with the Wrap Account, (b) include representatives from
Distributors on Dealer's internal sales lines and conference
calls on a regular basis, and (c) use its best efforts to
motivate its representatives to recommend suitable Funds for
clients of the Wrap Account.
6. This Agreement shall be governed and interpreted
in accordance with the laws of The State of California.
This Agreement shall not relieve Dealer or Distributors from
any obligations either may have under any other agreements
between them, including but not limited to the Dealer's
Agreement, which (except for the second sentence of
Paragraph 2 hereof) shall control in case of any conflict
with this Agreement. All sales of Fund shares hereunder
shall be subject to the provisions of the Dealer's Agreement
as that agreement shall be amended from time to time.
7. The Funds to which this Agreement pertains will be
those designated by Distributors and accepted by Dealer,
from time to time, subject to the provisions of each Fund's
then current Prospectus (as in effect from time to time),
state and federal securities laws and regulations and
applicable rules and regulations of the National Association
of Securities Dealers, Inc.
8. Distributors is not endorsing, recommending or
otherwise involved in providing any investment product of
dealer (including but not limited to the Wrap Account).
Distributors is merely affording Dealer the opportunity to
use shares of the Funds distributed by Distributors as an
investment medium for the Wrap Account. Dealer acknowledges
that it is solely responsible for the Program and Dealer
agrees to indemnify, hold harmless and defend the Funds,
Distributors and their respective affiliates from and
against any and all claims, losses, damages or costs
(including attorney's fees) arising from the operation of
the Program.
9. This Agreement is not exclusive and may be
terminated by either party upon sixty (60) days prior
written notice to the other party. It shall terminate
automatically upon termination of the Dealer's Agreement
between the parties. This Agreement may be amended only by
a written instrument, signed by both parties.
IN WITNESS WHEREOF, this Agreement has been executed as
of the date set forth above by a duly authorized officer of
each party.
_____________________
Company Name
By:
X_________________________________
Printed Name:
___________________________
Title:
__________________________________
FRANKLIN/TEMPLETON DISTRIBUTORS,
INC.
By:
___________________________________
_
Gregory E. Johnson
Its: President