CLASS C DISTRIBUTION PLAN
I. Investment Company: FRANKLIN GLOBAL TRUST
II. Fund: FUNDS LISTED ON SCHEDULE A
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%
B. Service Fee: 0.25%
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 (the "Act") by the
Investment Company named above ("Investment Company") for the Class C shares
(the "Class") of each Fund listed on Schedule A ("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 of the Investment Company and
who have no direct, or indirect financial interest in the operation of the
Plan (the "non-interested 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 Advisory Agreement between the
Investment Company and Franklin Advisers, Inc. ("Advisers") and the terms of
the Underwriting Agreement between the Investment Company and
Franklin/Templeton Distributors, Inc. ("Distributors"). The Board concluded
that the compensation of Advisers, under the Investment Advisory Agreement,
and of Distributors, under the Underwriting Agreement, was fair and not
excessive. The approval of the Plan 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.
DISTRIBUTION PLAN
1. (a) The Fund shall pay to Distributors a monthly 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 non-interested 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 non-interested 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, including
a pro-rated portion of Distributors' overhead expenses attributable to the
distribution of Class shares, as well as for 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; and aiding in maintaining the
investment of their respective customers in the Class. Any amounts paid
under this paragraph 2(b) shall be paid pursuant to a servicing or other
agreement, which form of agreement has been approved from time to time by the
Board.
3. In addition to the payments which the Fund is authorized to make
pursuant to paragraphs 1 and 2 hereof, to the extent that the Fund, Advisers,
Distributors or other parties on behalf of the Fund, Advisers or Distributors
make payments that are deemed to be payments by the Fund for the financing of
any activity primarily intended to result in the sale of Class shares issued
by the Fund within the context of Rule 12b-1 under the Act, then such
payments shall be deemed to have been made pursuant to the Plan.
In no event shall the aggregate asset-based sales charges which include
payments specified in paragraphs 1 and 2, plus any other payments deemed to
be made pursuant to the Plan under this paragraph, exceed the amount
permitted to be paid pursuant to Rule 2830(d) of the Conduct Rules of the
National Association of Securities Dealers, Inc.
4. Distributors shall furnish to the Board, for its review, on a
quarterly basis, a written report of the monies paid to it and to others
under the Plan, and shall furnish the Board with such other information as
the Board may reasonably request in connection with the payments made under
the Plan in order to enable the Board to make an informed determination of
whether the Plan should be continued.
5. (a) Distributors may assign, transfer or pledge ("Transfer") to
one or more designees (each an "Assignee"), its rights to all or a designated
portion of the fees to which it is entitled under paragraph 1 of this Plan
from time to time (but not Distributors' duties and obligations pursuant
hereto or pursuant to any distribution agreement in effect from time to time,
if any, between Distributors and the Fund), free and clear of any offsets or
claims the Fund may have against Distributors. Each such Assignee's
ownership interest in a Transfer of a specific designated portion of the fees
to which Distributors is entitled is hereafter referred to as an "Assignee's
12b-1 Portion." A Transfer pursuant to this Section 5(a) shall not reduce or
extinguish any claims of the Fund against Distributors.
(b) Distributors shall promptly notify the Fund in writing of each
such Transfer by providing the Fund with the name and address of each such
Assignee.
(c) Distributors may direct the Fund to pay any Assignee's 12b-1
Portion directly to each Assignee. In such event, Distributors shall provide
the Fund with a monthly calculation of the amount to which each Assignee is
entitled (the "Monthly Calculation"). In such event, the Fund shall, upon
receipt of such notice and Monthly Calculation from Distributors, make all
payments required directly to the Assignee in accordance with the information
provided in such notice and Monthly Calculation upon the same terms and
conditions as if such payments were to be paid to Distributors.
(d) Alternatively, in connection with a Transfer, Distributors may
direct the Fund to pay all or a portion of the fees to which Distributors is
entitled from time to time to a depository or collection agent designated by
any Assignee, which depository or collection agent may be delegated the duty
of dividing such fees between the Assignee's 12b-1 Portion and the balance
(such balance, when distributed to Distributors by the depository or
collection agent, the "Distributors' 12b-1 Portion"), in which case only
Distributors' 12b-1 Portion may be subject to offsets or claims the Fund may
have against Distributors.
6. The Plan shall continue in effect for a period of more than one
year only so long as such continuance is specifically approved at least
annually by the Board, including the non-interested Board members, cast in
person at a meeting called for the purpose of voting on the Plan. In
determining whether there is a reasonable likelihood that the continuation of
the Plan will benefit the Fund and its shareholders, the Board may, but is
not obligated to, consider that Distributors has incurred substantial costs
and has entered into an arrangement with a third party which third party has
agreed to purchase from Distributors the entitlement of Distributors to
receive the payments described in Paragraph 1(a) above, which purchase will
generate the cash flow needed to pay for the distribution activities for the
Class.
7. The Plan, and any agreements entered into pursuant to this
Plan, may be terminated with respect to the shares of the Class at any time,
without penalty, by vote of a majority of the outstanding voting securities
of such Class or by vote of a majority of the non-interested Board members of
the Investment Company, on not more than sixty (60) days' written notice, and
shall terminate automatically in the event of any act that constitutes an
assignment of the Management Agreement between the Fund and the Adviser.
Upon termination of this Plan with respect to the Class, the obligation of
the Fund to make payments pursuant to this Plan with respect to such Class
shall terminate, and the Fund shall not be required to make payments
hereunder beyond such termination date with respect to expenses incurred in
connection with Class shares sold prior to such termination date, provided,
in each case that each of the requirements of a Complete Termination of this
Plan in respect of such Class, as defined below, are met. For purposes of
this Section 7, a "Complete Termination" of this Plan in respect of the Class
shall mean a termination of this Plan in respect of such Class, provided
that: (i) the non-interested Board members of the Investment Company shall
have acted in good faith and shall have determined that such termination is
in the best interest of the Investment Company and the shareholders of the
Fund and the Class; (ii) the Investment Company does not alter the terms of
the contingent deferred sales charges applicable to Class shares outstanding
at the time of such termination; and (iii) unless Distributors at the time of
such termination was in material breach under the distribution agreement in
respect of the Fund, the Fund shall not, in respect of such Fund, pay to any
person or entity, other than Distributors or its designee, the payments
described in either paragraph 1(a) or 1(b) in respect of the Class shares
sold by Distributors prior to such termination.
8. The Plan, and any agreements entered into pursuant to this Plan,
may not be amended to increase materially the amount to be spent for
distribution pursuant to Paragraph 1 hereof without approval by a majority of
the outstanding voting securities of the Class of the Fund.
9. All material amendments to the Plan, or any agreements entered into
pursuant to this Plan, shall be approved by the non-interested Board members
cast in person at a meeting called for the purpose of voting on any such
amendment.
10. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Board members shall be committed to the discretion
of such non-interested Board members.
This Plan and the terms and provisions thereof are hereby accepted and
agreed to by the Investment Company and Distributors as evidenced by their
execution hereof.
Date: DECEMBER 29, 2000
FRANKLIN GLOBAL TRUST
By: _________________________
David P. Goss
Title: Vice President &
Assistant Secretary
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By: _________________________
Charles E. Johnson
Title: Senior Vice President
SCHEDULE A
CLASS C DISTRIBUTION PLAN
between
FRANKLIN/TEMPLETON DISTRIBUTORS,INC.
and
FRANKLIN GLOBAL TRUST
on behalf of
Franklin Global Aggressive Growth Fund - Class C
Franklin Global Growth Fund - Class C
IN WITNESS WHEREOF, the parties hereto have caused this Schedule A to the
Class C Distribution Plan to be executed and effective on the 29th day of
December 2000.
FRANKLIN GLOBAL TRUST
By:
David P. Goss
Title: Vice President &
Assistant Secretary
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By: _____________________
Charles E. Johnson
Title: Senior Vice President
