EXHIBIT 10.1
FORM OF AMENDED AND RESTATED
CLASS A DISTRIBUTION PLAN
[TRUST],
on behalf of
[FUND]
Preamble to Amended and Restated
Distribution Plan
The following
Amended and Restated Distribution Plan (the “Amended
Plan”) has been adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the “Act”),
by [TRUST] (the “Trust”) for the use of the
Class A shares of its series, [FUND] (the
“Fund”), which amends and restates the prior
Distribution Plan (which, together with the Amended Plan are
referred to as the “Plan”) which took effect on the
date the Class A shares of the Fund were first offered for
sale (the “Effective Date of the Plan”).
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The Plan has been
approved by a majority of the Board of Trustees of the Trust (the
“Board”), including a majority of the trustees who are
not interested persons of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or in any
agreements related to the Plan (the “Independent
Trustees”), cast in person at a meeting called for the
purpose of voting on the Plan.
In reviewing the Plan, the Board
considered the schedule and nature of payments and terms of the
Investment Management Agreement between the Trust, on behalf of the
Fund, and [ADVISER] (the “Manager”) and the
terms of the Distribution Agreement between the Trust, on behalf of
the Fund, and Franklin/Templeton Distributors, Inc.
(“Distributors”). The Board concluded that the
compensation of the Manager, under the Investment Management
Agreement, and of Distributors, under the Distribution Agreement,
was fair and not excessive; however, the Board also recognized that
uncertainty may exist from time to time with respect to whether
payments to be made by the Fund to the Manager, Distributors, or
others or by the Manager or Distributors to others may be deemed to
constitute distribution expenses of the Fund. Accordingly, the
Board determined that the Plan should provide for such payments and
that adoption of the Plan would be prudent and in the best
interests of the Fund and its shareholders. Such approval included
a determination that in the exercise of their reasonable business
judgment and in light of their fiduciary duties, there is a
reasonable likelihood that the Plan will benefit the Fund and its
shareholders.
AMENDED AND RESTATED DISTRIBUTION
PLAN
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This language will read as
follows for Franklin Mutual Recovery Fund to reflect its status as
an closed-end fund operating as an interval fund pursuant to
exemptive relief from the Securities and Exchange Commission:
“The following Amended and Restated Distribution Plan (the
“Amended Plan”) has been adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the
“Act”), by Franklin Mutual Recovery Fund (the
“Trust”) as if Rule 12b-1 applied to the Trust, a
closed-end management investment company, in compliance with the
conditions imposed in an Order of Exemption from certain provisions
of the 1940 Act, granted on October 21, 2003, by the U.S.
Securities and Exchange Commission (the “Order”), for
the use of the Class A shares of the Trust. This Amended Plan
amends and restates the prior Distribution Plan (which, together
with the Amended Plan are referred to as the “Plan”)
which took effect on the date the Class A shares of the Trust
were first offered for sale (the “Effective Date of the Plan
”). Under the Order, the Trust may offer and sell
shares of different classes of the Trust with varying distribution
related charges in compliance with Rules 12b-1, 18f-3 and 6c-10
under the 1940 Act and other conditions of the Order, as if the
Trust were an open-end management investment company.” Other
similar conforming changes will be made as needed to the Amended
Plan for Franklin Mutual Recovery Fund.
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1. The Trust, on behalf of the Fund, shall
reimburse Distributors or others for all expenses (subject to the
limitations described below) incurred by Distributors or others in
the promotion and distribution of the Class A shares of the
Fund, as well as for shareholder services pr
