Form of Amended and Restated Class C Distribution Plan



 EXHIBIT 10.6 
 FORM OF AMENDED AND RESTATED CLASS C DISTRIBUTION PLAN 
  

					
	I.	  	Investment Company:	  	[TRUST]
			
	II.	  	Fund:	  	[FUND(S)]
		
	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% or 0.50%]
			
	B.	  	Service Fee:	  	[0.25% or 0.15%]

 Preamble to Amended and Restated Class C Distribution Plan 
 The following Amended and Restated Distribution Plan (the “Amended Plan”) has been adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the “1940 Act”), by the Investment Company named above (the “Trust”) for the Class C shares (the “Class”) of [the/each] Fund named above ([the/each, a] “Fund”),
which amends and restates the prior Distribution Plan (which, together with the Amended Plan are referred to as the “Plan”) which took effect on the date shares of the Class were first offered (the “Effective Date of the Plan”).
The Plan has been approved by a majority of the Board of Trustees of the Trust (the “Board”), including a majority of the Board members who are not interested persons (as defined in the 1940 Act) of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or in any agreements related to the Plan (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on the Plan. 
 In reviewing the Plan, the Board considered the schedule and nature of payments and terms of the Investment Management Agreement between the
Trust, on behalf of [the/each] Fund, and [ADVISER] (the “Manager”) and the terms of the Distribution Agreement between the Trust, on behalf of [the/each] Fund, and Franklin/Templeton Distributors, Inc. (“Distributors”). The Board
concluded that the compensation of the Manager under the Investment Management Agreement, and of Distributors, under the Distribution 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/each] Fund and the shareholders of the Class. 
 Amended and Restated Distribution Plan 
 1. (a) The
Trust, on behalf of [the/each] 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. 
  

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 (b) In addition to the amounts described in (a) above, the Trust, on behalf of
[the/each] 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 Trust’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 Independent Trustees. 
 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 Trust, Distributors or its affiliates, which form of
agreement has been approved from time to time by the Board, including the Independent Trustees, 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. Such 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 any related expenses), advertisements, and other distribution-related expenses; additional distribution fees paid to securities dealers or their firms or others who have executed agreements with the Trust, Distributors or its
affiliates; or certain promotional distribution charges paid to broker-dealer firms or others, or for participation in certain distribution channels (otherwise referred to as marketing support), including business planning assistance, advertising,
educating dealer personnel about the Fund and shareholder financial planning needs, placement on dealers’ lists of offered funds, access to sales meetings, sales representatives and management representatives of dealers, participation in and/or
presentation at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events and other dealer sponsored events, and ticket charges. 
 (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 or beneficial owner 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 Trust, on behalf of [the/each] Fund, is authorized to make pursuant to paragraphs 1 and 2 hereof,
to the extent that the Trust, on behalf of [the/each] Fund, the Manager, Distributors or other parties on behalf of the Fund, the Manager 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 1940 Act, then such payments shall be deemed to have been made pursuant to the Plan. 
  

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 In no event shall the aggregate 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 Rules of the Conduct Rules of the National Association of Securities Dealers, Inc., or any successor thereto. 
 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, including the purposes thereof, 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, and any agreements related to 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, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Plan
and any related agreements. 
 6. The Plan may be terminated with respect to the Class of a Fund at any time by vote of a
majority of the Independent Trustees or by a vote of a majority outstanding voting securities of the Class, as and to the extent required by the 1940 Act and the rules thereunder, including Rule 18f-3(a)(3). 
 7. Any agreement related to this Plan: 
  

	 	(a)	may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting
securities of the Class on not more than sixty (60) days’ written notice to any other party to the agreement; and 

  

	 	(b)	will automatically terminate in the event of its assignment (as defined in the 1940 Act). 

 8. The 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 (as and to the extent required by the 1940 Act and the rules thereunder, including Rule 18f-3(a)(3)). 
 9. All material amendments to the Plan shall be approved by a vote of the Board, and of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on the Plan. 
 10. So long as the Plan is in effect, the Board shall satisfy the fund
governance standards included in Rule 0-1(a)(7) under the 1940 Act, including that the selection and nomination of the Trust’s trustees who are not interested persons of the Trust (as defined in the 1940 Act) shall be committed to the
discretion of such incumbent trustees who are not interested persons of the Trust. 
  

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 This Amended Plan and the terms and provisions thereof are hereby accepted and agreed to by
the Trust, on behalf of the Class of [each of] the Fund[s, respectively], and Distributors as evidenced by their execution hereof. 
  

			
	[TRUST]
	on behalf of [FUND(S)]
		
	By:	 	  

		 	  

	Title:	 	  

	
	FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
		
	By:	 	  

		 	  

	Title:	 	  

		
	Dated:	 	                    

  

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