Form of Multiple Class Plan on behalf of certain funds



 EXHIBIT 10.11 
 [FORM] 
 MULTIPLE CLASS PLAN 
 on behalf of 
 [NAME OF FUND/SERIES] 
 This Multiple Class Plan (the “Plan”) has been adopted unanimously by the
Board members of [NAME OF TRUST] (the “Investment Company”) for its series, [Name of Fund/Series] (the “Fund”). The Board has determined that the Plan, including the expense allocation methods among the classes, is
in the best interests of each class of the Fund, the Fund and the Investment Company as a whole. The Plan sets forth the provisions relating to the establishment of multiple classes of shares of the Fund, and supersedes any Plan previously adopted
for the Fund. 
 1. The Fund shall publicly offer [applicable number] classes of shares, to be known as [Class A Shares,]
[Class C Shares,] [Class R Shares] and [Advisor Class/Class Z Shares.] [The sale to new investors of a fifth class of shares, known as Class B Shares, has been discontinued. Class B Shares continue to be available only for reinvestment of
dividends by existing Class B shareholders of the Fund, or in connection with an exchange into the Fund by existing Class B shareholders of other funds within Franklin Templeton Investments.] (Added in 7/05 by BGL) 
 2. Class A Shares shall carry a front-end sales charge ranging from [    % -
    %], and Class B Shares, Class C Shares, Class R Shares and the [Advisor Class/Class Z Shares] shall not be subject to any front-end sales charges. 
 3. Class A Shares shall not be subject to a contingent deferred sales charge (“CDSC”), except in the following limited
circumstances. On investments of $1 million or more, a contingent deferred sales charge of 1.00% [0.75% for taxable income, tax-free income and hybrid funds added 9/08] of the lesser of the then-current net asset value or the original net
asset value at the time of purchase applies to redemptions of those investments within the contingency period of 18 months from the calendar month following their purchase. The CDSC is waived in certain circumstances, as described in the Fund’s
prospectus and statement of additional information (“SAI”). 
 Class B Shares shall be subject to a CDSC with the
following CDSC schedule: (a) Class B Shares redeemed within 2 years of their purchase shall be assessed a CDSC of 4% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; (b) Class B
Shares redeemed within the third and fourth years of their purchase shall be assessed a CDSC of 3% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; (c) Class B Shares redeemed within 5
years of their purchase shall be assessed a CDSC of 2% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; and (d) Class B Shares redeemed within 6 years of their purchase shall be assessed
a CDSC of 1% on the lesser of the then-current net asset value or the original net asset value at the time of purchase. The CDSC is waived in certain circumstances described in the Fund’s prospectus and SAI. 
  

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 Class C Shares redeemed within 12 months of their purchase shall be assessed a CDSC of 1.00%
on the lesser of the then-current net asset value or the original net asset value at the time of purchase. The CDSC is waived in certain circumstances as described in the Fund’s prospectus and SAI. 
 [Class R Shares/Advisor Class/Class Z Shares] shall not be subject to any CDSC. 
 4. The distribution plan adopted by the Investment Company pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, (the
“Rule 12b-1 Plan”) associated with the Class A Shares may be used to compensate Franklin/Templeton Distributors, Inc. (the “Distributor”) or others for expenses incurred in the promotion and distribution of the Class A
Shares. Such expenses include, but are not limited to, 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, any distribution or shareholder servicing fees paid to securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the
Class A Shares, the Distributor or its affiliates. 
 The Rule 12b-1 Plan associated with the Class B Shares has two
components. The first component is an asset-based sales charge to be retained by the Distributor to compensate Distributor for amounts advanced to securities dealers or their firms or others with respect to the sale of Class B Shares. In addition,
such payments may be retained by the Distributor to be used in the promotion and distribution of Class B Shares in a manner similar to that described above for Class A Shares. The second component is a shareholder servicing fee to be paid to
securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the Class B Shares, the Distributor or its affiliates. 
 The Rule 12b-1 Plan associated with the Class C has two components. The first component is a shareholder servicing fee, to be paid to
securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the Class C, the Distributor or its affiliates. The second component is an
asset-based sales charge to be retained by the Distributor during the first year after the sale of shares and, in subsequent years, to be paid to dealers or retained by the Distributor to be used in the promotion and distribution of Class C, in a
manner similar to that described above for Class A Shares. 
 The Rule 12b-1 Plan associated with the Class R Shares may be
used to compensate the Distributor or others for distribution activities and/or for providing shareholder services. Distribution fees paid under the Rule 12b-1 Plan may be retained by the Distributor to compensate the Distributor for amounts
advanced to securities dealers or their firms or others (including retirement plan recordkeepers) with respect to the sale of Class R Shares. In addition, such distribution fee payments may be retained by the Distributor to be used in the promotion
and distribution of Class R Shares in a manner similar to that described above for Class A Shares, or may be paid out to dealers or others (including retirement plan recordkeepers) that perform similar distribution activities. Shareholder
servicing fees may be paid to the Distributor or to

  

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securities firms or others (including retirement plan recordkeepers) who have executed a servicing agreement for Class R Shares with the Investment Company, the Distributor or its affiliates as
compensation for providing personal assistance to shareholders or beneficial owners in servicing their accounts. 
 The Rule
12b-1 Plans for the Class A, Class B, Class C and Class R Shares shall operate in accordance with the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”). 
 No Rule 12b-1 Plan has been adopted on behalf of the [Advisor Class/Class Z Shares] and, therefore, the [Advisor Class/Class Z Shares] shall
not be subject to deductions relating to Rule 12b-1 fees. 
 5. The only difference in expenses as between Class A, Class
B, Class C, Class R and [Advisor Class/Class Z] shall relate to differences in Rule 12b-1 plan expenses, as described in the applicable Rule 12b-1 Plans; however, to the extent that the Rule 12b-1 Plan expenses of one Class are the same as the Rule
12b-1 Plan expenses of another Class, such classes shall be subject to the same expenses. 
 6. There shall be no conversion
features associated with the Class A, Class C, Class R and [Advisor Class/Class Z]. Each Class B Share, however, shall be converted automatically, and without any action or choice on the part of the holder of the Class B Shares, into
Class A Shares on the conversion date specified, and in accordance with the terms and conditions approved by the [NAME OF TRUST]’s Board of Trustees [or Directors] and as described, in the Fund’s prospectus relating to the Class B
Shares, as such prospectus may be amended from time to time; provided, however, that the Class B Shares shall be converted automatically into Class A Shares to the extent and on the terms permitted by the Investment Company Act of 1940, as
amended (the “Act”), and the rules and regulations adopted thereunder. 
 7. Shares of Class A, Class B, Class C,
Class R and [Advisor Class/Class Z] may be exchanged for shares of another investment company within the Franklin Templeton Group of Funds according to the terms and conditions stated in each fund’s prospectus, as it may be amended from time to
time, to the extent permitted by the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations adopted thereunder. 
 8. Each class will vote separately with respect to any Rule 12b-1 Plan related to, or which now or in the future may affect, that class. 
 9. On an ongoing basis, the Board members of the Fund, pursuant to their fiduciary responsibilities under the 1940 Act and otherwise, will
monitor the Fund for the existence of any material conflicts between the interests of the various classes of shares. The Board members, including a majority of the Board members who are not “interested persons” (as defined in the 1940 Act)
of the Fund, its investment manager or the Distributor and who have no direct, or indirect financial interest in the operation of the Rule 12b-1 Plan (the “independent Board members”), shall take such action as is reasonably necessary to
eliminate any such conflict that may develop. [Franklin Advisers, Inc.] and Franklin/Templeton Distributors, Inc. shall be responsible for alerting the Board to any material conflicts that arise. 
  

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 10. All material amendments to this Plan must be approved by a majority of the Board
members, including a majority of the independent Board members. 
 11. I, Karen L. Skidmore, Vice President and Secretary of the
[Name of Fund/Trust], do hereby certify that this Multiple Class Plan was adopted on behalf of the [Name of Fund/Series], by a majority of the Board members of the Fund, including a majority of the independent Board members, on
                    . 
  

	
	  
 Karen L. Skidmore

	Vice President & Secretary


  

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