FRANKLIN GOLD & PRECIOUS METALS FUND
485BPOS, EX-99.(M)(III), 2000-11-28
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                           CLASS C DISTRIBUTION PLAN

I.    Investment Company: FRANKLIN GOLD & PRECIOUS METALS FUND

II.   Fund and Class:FRANKLIN GOLD & PRECIOUS METALS
                          FUND - CLASS C

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 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  Directors
or 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 Management  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  Management  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.

                          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 Fund'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)  Distributors  shall  use  the  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,  which
form of  agreement  has  been  approved  from  time  to  time by the  Trustees,
including the non-interested  trustees.  In addition,  such fees may be used to
pay for  advancing  the  commission  costs to dealers or others with respect to
the sale of Class shares.

           (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 the 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  reimbursed  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. 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.

      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  Fund or by vote of a  majority  of the
non-interested  Board  members,  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 Fund 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 1 hereof  without  approval by a majority of the Fund's
outstanding voting securities.

      8. 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.

      9. 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: APRIL 10, 2000


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




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