FRANKLIN GOLD AND PRECIOUS METALS FUND
Preamble to 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
FRANKLIN GOLD AND PRECIOUS METALS FUND (the "Trust"), which Plan shall take
effect on the 10th day of April, 2000 (the "Effective Date of the Plan"). The
Plan has been approved by a majority of the Board of Trustees of the Trust
(the "Board of Trustees"), 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 (the "non-interested trustees"), cast
in person at a meeting called for the purpose of voting on such Plan.
In reviewing the Plan, the Board of Trustees considered the schedule and
nature of payments and terms of the Management Agreement between the Trust
and Franklin Advisers, Inc. ("Advisers") and the terms of the Underwriting
Agreement between the Trust and Franklin/Templeton Distributors, Inc.
("Distributors"). The Board of Trustees concluded that the compensation of
Advisers, under the Management Agreement, and of Distributors, under the
Underwriting Agreement, was fair and not excessive; however, the Board of
Trustees also recognized that uncertainty may exist from time to time with
respect to whether payments to be made by the Trust to Advisers,
Distributors, or others or by Advisers or Distributors to others may be
deemed to constitute distribution expenses of the Trust. Accordingly, the
Board of Trustees determined that the Plan should provide for such payments
and that adoption of the Plan would be prudent and in the best interest of
the Trust 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 Trust and its shareholders.
DISTRIBUTION PLAN
1. The Trust shall reimburse Distributors or others for all expenses
incurred by Distributors or others in the promotion and distribution of the
shares of the Trust, including but not limited to, the printing of
prospectuses and reports used for sales purposes, preparing and distributing
sales literature and related expenses, advertisements, and other
distribution-related expenses, including a prorated portion of Distributors'
overhead expenses attributable to the distribution of Trust shares, as well
as any distribution or service fees paid to securities dealers or their firms
or others who have executed a servicing agreement with the Trust,
Distributors or its affiliates, which form of agreement has been approved
from time to time by the trustees, including the non-interested trustees.
2. The maximum amount which may be reimbursed by the Trust to Distributors
or others pursuant to Paragraph 1 herein shall be 0.25% per annum of the
average daily net assets of the Trust. Said reimbursement shall be made
quarterly by the Trust to Distributors or others.
3. In addition to the payments which the Trust is authorized to make
pursuant to paragraphs 1 and 2 hereof, to the extent that the Trust,
Advisers, Distributors or other parties on behalf of the Trust, Advisers or
Distributors make payments that are deemed to be payments by the Trust for
the financing of any activity primarily intended to result in the sale of
shares issued by the Trust 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 the Rule 2830(d) of the Conduct Rules of the
National Association of Securities Dealers, Inc.
4. Distributors shall furnish to the Board of Trustees, for their review,
on a quarterly basis, a written report of the monies reimbursed to it and to
others under the Plan, and shall furnish the Board of Trustees with such
other information as the Board of Trustees may reasonably request in
connection with the payments made under the Plan in order to enable the Board
of Trustees to make an informed determination of whether the Plan should be
continued.
5. 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 a vote of the Board of Trustees, including the non-interested trustees,
cast in person at a meeting called for the purpose of voting on the Plan.
6. The Plan, and any agreements entered into pursuant to this Plan, may be
terminated at any time, without penalty, by vote of a majority of the
outstanding voting securities of the Trust or by vote of a majority of the
non-interested trustees, on not more than sixty (60) days' written notice, or
by Distributors 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 Trust and Advisers.
7. 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 2 hereof without approval by a majority of the Trust's
outstanding voting securities.
8. All material amendments to the Plan, or any agreements entered into
pursuant to this Plan, shall be approved by a vote of the non-interested
trustees cast in person at a meeting called for the purpose of voting on any
such amendment.
9. So long as the Plan is in effect, the selection and nomination of the
Trust's non-interested trustees shall be committed to the discretion of such
non-interested trustees.
This Plan and the terms and provisions thereof are hereby accepted and agreed
to by the Trust and Distributors as evidenced by their execution hereof.
FRANKLIN GOLD AND PRECIOUS METALS FUND
By: /s/ DAVID P. GOSS
David P. Goss
Title: Vice President &
Assistant Secretary
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By: /s/ H.E. BURNS
Harmon E. Burns
Title: Executive Vice President
