EXHIBIT 10.2
FORM OF CLASS C DISTRIBUTION
PLAN
|
|
|
|
|
|
I.
|
|
Investment Company:
|
|
[NAME OF
CORPORATION OR TRUST]
|
|
II.
|
|
Fund:
|
|
[NAME OF
AFFECTED FUND OR SERIES - -
|
|
|
|
|
MAY BE SAME
AS ABOVE]
|
|
|
|
III.
|
|
Maximum Per Annum Rule 12b-1 Fees for Class C
Shares
(as a percentage of average daily
net assets of the class)
|
|
|
|
|
|
A. Distribution Fee:
|
|
[0.75% equity; 0.50% fixed
income]
|
|
|
B. Service
Fee:
|
|
[0.25% equity; 0.15% fixed
income]
|
Preamble to Class C Distribution
Plan
The following Distribution Plan (the
“Plan”) has been adopted pursuant to Rule 12b-1 under
the Investment Company Act of 1940, as amended (the “1940
Act”) by the Investment Company named above
(“Investment Company”) for the Class C shares (the
“Class”) of the Fund named above (“Fund”),
which Plan shall take effect as of the date Class C shares are
first offered (the “Effective Date of the Plan”). The
Plan has been approved by a majority of the Board of Trustees of
the Investment Company (the “Board”), including a
majority of the Board members who are not interested persons (as
defined in the 1940 Act) of the Investment Company and who have no
direct, or indirect financial interest in the operation of the Plan
(the “independent Board members”), cast in person at a
meeting called for the purpose of voting on such Plan.
In reviewing the Plan, the Board
considered the schedule and nature of payments and terms of the
Investment Management Agreement between the Investment Company and
Franklin Advisers, Inc. (“Advisers”) and the terms of
the Distribution Agreement between the Investment Company and
Franklin/Templeton Distributors, Inc. (“Distributors”).
The Board concluded that the compensation of Advisers, under the
Investment Management Agreement, and of Distributors, under the
Distribution Agreement, was fair and not excessive. The
Board’s 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.
The Board recognizes that
Distributors has entered into an arrangement with a third party in
order to pay for the distribution activities of the Class pursuant
to which Distributors may sell, transfer, convey and assign its
rights to the fees payable hereunder to such third party. The Board
further recognizes that it has an obligation to act in good faith
and in the best interests of the Fund and its shareholders when
considering the continuation or termination of the Plan and any
payments to be made thereunder.
|
|
|
|
|
|
Class C 12b-1
Distribution Plan
|
|
1
|
|
|
Distribution Plan
1. (a) The Fund shall pay to
Distributors a quarterly fee not to exceed the above-stated maximum
distribution fee per annum of the Class’ average daily net
assets represented by shares of the Class, as may be determined by
the Board from time to time.
(b) In addition to the amounts
described in (a) above, the Fund shall pay (i) to
Distributors for payment to dealers or others, or
(ii) directly to others, an amount not to exceed the
above-stated maximum service fee per annum of the Class’
average daily net assets represented by shares of the Class, as may
be determined by the Investment Company’s Board from time to
time, as a service fee pursuant to servicing agreements which have
been approved from time to time by the Board, including the
independent Board members.
2. (a) The monies paid to
Distributors pursuant to Paragraph 1(a) above shall be treated as
compensation for Distributors’ distribution-related services
including compensation for amounts advanced to securities dealers
or their firms or others selling shares of the Class who have
executed an agreement with the Investment Company, Distributors or
its affiliates, which form of agreement has been approved from time
to time by the Board, including the independent Board members, with
respect to the sale of Class shares. In addition, Distributors may
use such monies paid to it pursuant to Paragraph 1(a) above to
assist in the distribution and promotion of shares of the Class.
Payments made to Distributors under the Plan may be used for, among
other things, the printing of prospectuses and reports used for
sales purposes, expenses of preparing and distributing sales
literature and related expenses, advertisements, and other
distribution-related expenses, additional distribution fees paid to
securities dealers or their firms or others who have executed
agreements with the Investment Company, Distributors or its
affiliates, or for certain promotional distribution charges paid to
broker-dealer firms or others, or for participation in certain
distribution channels.
(b) The monies to be paid pursuant
to paragraph 1(b) above shall be used to pay dealers or others for,
among other things, furnishing personal services and maintaining
shareholder accounts, which services include, among other things,
assisting in establishing and maintaining customer accounts and
records; assisting with purchase and redemption requests; arranging
for bank wires; monitoring dividend payments from the Fund on
behalf of customers; forwarding certain shareholder communications
from the Fund to customers; receiving and answering correspondence;
an
