Exhibit 1-A(3)(b)(ii)
REGISTERED
REPRESENTATIVE
AGREEMENT
TODAY
IS YESTERDAY'S TOMORROW!
This Agreement entered into this _____ day of __________ 19____ by and between
FRANKLIN FINANCIAL SERVICES CORPORATION (FFSC), a Delaware corporation
registered as a broker-dealer under the Securities and Exchange Act of 1934, and
______________________________ ("REPRESENTATIVE"):
1. Subject to the terms and conditions herein, FFSC authorizes REPRESENTATIVE
to solicit and remit to the appropriate office applications and orders for cash
purchases of shares of mutual fund investment companies and other securities
with respect to which FFSC acts as broker-dealer or underwriter.
2. REPRESENTATIVE may solicit and remit applications for mutual funds or
securities only while registered as a "Registered Representative" with the
National Association of Securities Dealers and only after successfully
completing an examination specified by the NASD and after supplying to the
satisfaction of FFSC information required by forms prescribed by the NASD.
REPRESENTATIVE may solicit applications only while authorized to sell mutual
funds or securities in accordance with the laws of the state in which the
Registered Representative will offer such contracts and only upon delivery to
the offerree of a prospectus for such mutual funds or securities conforming to
the Securities Acts of 1933.
3. REPRESENTATIVE expressly agrees to comply with such other rules and
regulations as the Securities and Exchange Commission, the National Association
of Securities Dealers, the regulatory authority of the jurisdiction or
jurisdictions in which the REPRESENTATIVE is authorized to represent FFSC, or as
FFSC may establish presently or in the future under requirements of applicable
federal or state law or regulation and to submit to such supervision as may be
necessary, to insure compliance with such laws and regulations. Such rules and
regulations will include (but are not limited to) the following:
(a) REPRESENTATIVE shall adhere to high standards of commercial honor and just
and equitable principles of trade in the course of soliciting applications under
this contract.
(b) REPRESENTATIVE shall not utilize advertising media other than items
furnished by FFSC for such purposes.
(c) REPRESENTAITVE shall not utilize supplemental sales materials other than
those supplied by FFSC.
(d) REPRESENTATIVE shall not dispatch any item of correspondence unless a copy
of it has been sent to the home office of FFSC for review and approval.
(e) REPRESENTATIVE shall fully explain the terms of the mutual fund or security
being sold, and shall not make any untrue statement or fail to state any
material fact to a prospective purchaser.
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(f) REPRESENTATIVE shall take steps to acquaint himself with prospective
customers, including such inquiries as may be necessary to satisfy himself that
the offering contemplated is not unsuitable having in view the customer's
resources, investment objectives and other investments.
(g) REPRESENTATIVE shall not make any agreement with any person for the
repurchase or resale of stock other than mutual fund shares or other securities
authorized by FFSC, nor shall he directly or indirectly, solicit, purchase, or
raffle in any security of other issuers nor resort to "twisting" or "switching"
of securities of any other company or of insurance policies.
4. REPRESENTATIVE shall promptly report and remit to FFSC all monies received
on behalf of FFSC without commingling the same with his own funds. Purchase
payments will be the property of and will be promptly paid to FFSC and all such
monies or other settlements received by REPRESENTATIVE for or on behalf of FFSC
shall be received by the Representative in a fiduciary capacity.
5. For all sales made by Representative, FFSC will pay commissions to
Representative based on 61% of the commission paid to FFSC less any commissions
paid to subordinate Representatives.
Commissions will be paid monthly on the first of each month and will be based on
all confirmed business received by FFSC as of the cut-off date of the previous
month. Confimed business is that business which has been accepted by the
appropriate mutual fund and acknowledged to Franklin Financial Services
Corporation. Should total commissions fall below $10.00 in any given month,
commission payments will be accumulated and paid when the total reaches $10.00.
6. Each payment on an existing customer's account for the purchase of mutual
funds or other securities shall be deemed a new application under this
Agreement. The REPRESENTATIVE OR REPRESENTATIVES who obtain an original
application will be entitled to commissions on subsequent payments only as long
as that portion of that account or the customer is assigned to him by FFSC and
he is a licensed REPRESENTATIVE of FFSC within the territory in which the
customer resides at the time such payment is made. In the event the customer's
residence is not within the territory assigned to the original REPRESENTATIVE or
REPRESENTATIVES, or if the customer or account is no longer assigned to the
original REPRESENTATIVE or REPRESENTATIVES, the commissions on such subsequent
payments shall thereafter be paid in accordance with the applicable rules and
policies of FFSC. Any commissions paid or credited to the REPRESENTATIVE by
FFSC may be charged back to the REPRESENTATIVE or REPRESENTATIVES to the extent
that such commissions are attributable to the uncompleted portion of a
pre-authorized or pre-dated check or draft plan or to a dishonored check or
draft or to an uncompleted military allotment or payroll deduction or similar
plan for the systematic purchase of a mutual fund or other security.
7. REPRESENTATIVE has the right to designate the person or persons to whom any
commissions due him under the provisions of this contract will be paid after his
death. FFSC must have notice of such designation before any commissions will be
paid to the designated
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recipient after the death of the REPRESENTATIVE. In the absence of any
designation, commissions will be paid to the representative's estate or legal
representative after his death. All commissions payable under this section are
subject to the provisions of Section 6 above and will be payable only so long as
the customer's account is assigned to the designated person or the
representatives estate or legal representative by Franklin Financial Services
Corporation.
8. FFSC reserves the right to modify the commission rates set forth herein
during the period of time in which commissions may be paid under the provisions
of this Agreement.
9. Should REPRESENTATIVE wrongfully withhold any funds, receipts or other
property belonging to FFSC, or to one of its customers or applicants, or violate
any governing law or regulation relating to the sale of securities, this
Agreement may be terminated forthwith and all rights and claims of
REPRESENTATIVE hereunder, including the claim for payment of any further sums of
money or commissions are likewise terminated and he shall not be entitled to
receive any further commissions or sums of money whatsoever from FFSC.
REPRESENTATIVE shall reimburse FFSC for any costs, expenses or legal fees that
it may incur in recovering funds wrongfully withheld or any property belonging
to FFSC or its customer or its customers or applicants, or for the defense of
any action wherein FFSC and REPRESENTATIVE or either of them is charged with a
violation of any government law or regulation relating to the subject of
securities as a consequence of the alleged conduct of REPRESENTATIVE.
10. REPRESENTATIVE shall be responsible for the fidelity and honesty of all
subordinate REPRESENTATIVES or agents under him and shall be jointly and
severally liable to FFSC for all monies collected by or passing into the hands
of said subordinate REPRESENTATIVES and jointly and severally liable to FFSC or
any Regional Manager of FFSC, as the case may be, for any indebtedness of the
REPRESENTATIVE or subordinate REPRESENTATIVES, with interest payable thereon at
the rate of 6% per annum, and agrees to indemnify FFSC or such Regional Manager,
as the case may be, for any fees or expenses that either may incur in the
collection of any indebtedness owing either of them by REPRESENTATIVE or any
subordinate REPRESENTATIVES, or the withholding of any funds collected or
passing into the hands of any REPRESENTATIVE or any subordinate REPRESENTATIVES,
or for any legal action brought by or against REPRESENTATIVE or any subordinate
REPRESENTATIVES in which FFSC may be a party therein, and it is agreed by
REPRESENTATIVE that FFSC may, if it so desires, employ its own counsel in
defense of any legal proceeding to which it may be made a party and may employ
counsel for the purpose of prosecuting its respective rights violated herein and
all expenses of such litigation, including costs and attorney's fees, shall be
paid by REPRESENTATIVE. Any claim for commissions which said subordinate
REPRESENTATIVE may have shall be limited to his written contract with FFSC.
11. All books of account, documents of any kind, vouchers, notices, lists of
customers and books and papers and sales literature of any kind used from time
to time by REPRESENTATIVE in connection with this Agreement, shall be and remain
the property of FFSC and shall at all times be subject to inspection by FFSC and
upon demand at the termination of this Agreement, shall be delivered to FFSC.
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12. FFSC may offset against any commissions or other claims due and to become
due to REPRESENTATIVE under this Agreement any debts owing at any time by the
REPRESENTATIVE to FFSC and The Franklin Life Insurance Company or either of them
and any such debt or debts shall be a first lien against said commissions and
other claims.
13. REPRESENTATIVE will pay all fees relating to his qualification or licensing
as a securities salesman as well as taxes and licenses required by municipal or
state laws in the territory in which he is licensed under this Agreement. At
the option of FFSC, REPRESENTATIVE will furnish a good and sufficient bond.
14. Either party hereto may terminate this Agreement without cause by sending
the other at his last known address, by mail, ten days' notice in writing to
that effect or by delivery of such notice in person.
The power and authority of REPRESENTATIVE to act for and on behalf of FFSC
is strictly limited to the terms and provisions of this Agreement and nothing
herein contained shall be construed to grant to REPRESENTATIVE by implication or
otherwise any right, power, authority or privilege that is not herein
specifically set forth. This Agreement shall constitute the entire agreement
between the parties hereto and shall be effective as of __________________ and
cannot be modified by any prior or subsequent statement by whomsoever made.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first above written.
Franklin Financial Services Corporation
By______________________________
Representative
By_______________________________
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Form FF640 1-D
