FRANKLIN GOLD FUND
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Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc
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Re: Amendment of Amended and Restated Distribution Agreement
Gentlemen:
We (the "Fund") are a corporation or business trust operating as an open-end
management investment company or "mutual fund," which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act") and whose shares are
registered under the Securities Act of 1933, as amended (the "1933 Act"). You
have informed us that your company is registered as a broker-dealer under the
provisions of the Securities Exchange Act of 1934, as amended (the "1934 Act")
and that your company is a member of the National Association of Securities
Dealers, Inc.
This agreement is an amendment (the "Amendment") of the Amended and Restated
Distribution Agreement (the "Agreement") currently in effect between you and us.
As used herein all capitalized terms herein have the meanings set forth in the
Agreement. We have been authorized to execute and deliver the Amendment to you
by a resolution of our Board passed at a meeting at which a majority of Board
members, including a majority who are not otherwise interested persons of the
Fund and who are not interested persons of our investment adviser, its related
organizations or of you or your related organizations, were present and voted in
favor of such resolution approving the Amendment.
To the extent that any provision of the Amendment conflicts with any provision
of the Agreement, the Amendment provision supersedes the Agreement provision.
The Agreement and the Amendment together constitute the entire agreement between
the parties hereto and supersede all prior oral or written agreements between
the parties hereto.
Section 4. entitled "Compensation" is amended by adding the following sentences
at the end of Subsection 4.B:
The compensation provided in the Class B Distribution Plan
applicable to Class B Shares (the "Class B Plan") is divided
into a distribution fee and a service fee, each of which
fees is in compensation for different services to be
rendered to the Fund. Subject to the termination provisions
in the Class B Plan, the distribution fee with respect to
the sale of a Class B Share shall be earned when such Class
B Share is sold and shall be payable from time to time as
provided in the Class B Plan. The distribution fee payable
to you as provided in the Class B Plan shall be payable
without offset, defense or counterclaim (it being understood
by the parties hereto that nothing in this sentence shall be
deemed a waiver by the Fund of any claim the Fund may have
against you). You may direct the Fund to cause our custodian
to pay such distribution fee to Lightning Finance Company
Limited ("LFL") or other persons providing funds to you to
cover expenses referred to in Section 2(a) of the Class B
Plan and to cause our custodian to pay the service fee to
you for payment to dealers or others or directly to others
to cover expenses referred to in Section 2(b) of the Class B
Plan.
We understand that you intend to assign your right to
receive certain distribution fees with respect to Class B
Shares to LFL in exchange for funds that you will use to
cover expenses referred to in Section 2(a) of the Class B
Plan. In recognition that we will benefit from your
arrangement with LFL, we agree that, in addition to the
provisions of Section 7 (iii) of the Class B Plan, we will
not pay to any person or entity, other than LFL, any such
assigned distribution fees related to Class B Shares sold by
you prior to the termination of either the Agreement or the
Class B Plan. We agree that the preceding sentence shall
survive termination of the Agreement.
Section 4. entitled "Compensation" is amended by adding the following
Subsection 4.C. after Subsection 4.B.:
. C. With respect to the sales commission on the redemption of
Shares of each series and class of the Fund as provided in
Subsection 4.A. above, we will cause our shareholder
services agent (the "Transfer Agent") to withhold from
redemption proceeds payable to holders of the Shares all
contingent deferred sales charges properly payable by such
holders in accordance with the terms of our then current
prospectuses and statements of additional information (each
such sales charge, a "CDSC"). Upon receipt of an order for
redemption, the Transfer Agent shall direct our custodian to
transfer such redemption proceeds to a general trust
account. We shall then cause the Transfer Agent to pay over
to you or your assigns from the general trust account such
CDSCs properly payable by such holders as promptly as
possible after the settlement date for each such redemption
of Shares. CDSCs shall be payable without offset, defense or
counterclaim (it being understood that nothing in this
sentence shall be deemed a waiver by us of any claim we may
have against you.) You may direct that the CDSCs payable to
you be paid to any other person.
Section 11. entitled "Conduct of Business" is amended by replacing the reference
in the second paragraph to "Rules of Fair Practice" with a reference to the
"Conduct Rules".
Section 16. entitled "Miscellaneous" is amended in the first paragraph by
changing the first letter of each of the words in each of the terms in
quotations marks, except "Parent," to the lower case and giving to the term
"assignment" the meaning as set forth only in the 1940 Act and the Rules and
Regulations thereunder (and not as set forth in the 1933 Act and the Rules and
Regulations thereunder.)
If the foregoing meets with your approval, please acknowledge your acceptance by
signing each of the enclosed copies, whereupon this will become a binding
agreement as of the date set forth below.
Very truly yours,
FRANKLIN GOLD FUND
By:/s/▇. ▇. ▇▇▇▇▇▇
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Vice President & Secretary
Accepted:
Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc.
By:/s/H.E. ▇▇▇▇▇
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Executive Vice President
Dated: January 12, 1999
