Franklin Tax-Advantaged International Bond Fund
Amendment to Distribution Agreement
WHEREAS, a majority of the Managing General Partners of Franklin
Tax-Advantaged International Bond Fund (the "Fund"), including a majority of
those Managing General Partners who are not interested persons of the Fund and
who are not interested persons of the Fund's investment adviser or its related
organizations, have approved certain amendments to the Distribution Agreement
between the Fund and Franklin Distributors, Inc. (now known as
Franklin/Xxxxxxxxx Distributors, Inc.") ("Distributors");
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1) Section 16B of the Distribution Agreement is hereby amended to
read as follows:
In addition to the payments which the Fund is otherwise obligated to
make (i) to the Manager pursuant to paragraph 4 of the Management
Agreement between the Fund and Franklin Advisers, Inc. and (ii) to its
Shareholder Servicing Agent pursuant to their respective Agreements as in
effect at any time, including any reimbursement for costs the Fund is
obligated to make under said agreements, to the extent that you, the fund,
the Manager, or other parties on your behalf or on behalf of the Fund, or
the Manager make payments that are deemed to be payments for the financing
of any activity primarily intended to result in the sale of 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. The costs
and activities, the payment of which are intended to be within the scope
of the plan, but only to the extent they are deemed to be payments for
activities primarily intended to result in the sale of shares issued by
the Fund, shall include, but not necessarily be limited to, the following;
(a) the incremental costs of the printing and mailing or other
dissemination of all prospectuses (including statements of additional
information), annual reports and other periodic reports for distribution
to persons who are not shareholders of the Fund;
(b) the costs of preparing and distributing any other
supplemental sales literature;
(c) the costs of radio, television, newspaper and other
advertising;
(d) telecommunications expenses, including the costs of telephones,
telephone lines and other communications equipment used in the sale of
Fund shares;
(e) all costs of preparing and mailing confirmations of shares
sold or redeemed, and reports of share balances;
(f) all costs of responding to telephone or mail inquiries of
investors or prospective investors;
(g) payments to dealers, financial institutions, advisers, or other
firms, any one of whom may receive monies in respect to the fund's shares
owned by shareholders for whom such firm is the dealer of record or holder
of record in any capacity, or with whom such firm has a servicing, agency,
or distribution relationship. Servicing may include, among other things:
(i) answering client inquiries regarding the Fund; (ii) assisting clients
in changing account designations and addresses; (iii) performing
subaccounting; (iv) establishing and maintaining shareholder accounts and
records; (v) processing purchase and redemption transactions; (vi)
providing periodic statements showing a client's account balance and
integrating such statements with those of other transactions and balances
in the client's other accounts serviced by such firm; (vii) arranging for
bank wire transfers; and (viii) such other services as the Fund may
require, to the extent such firms are permitted by applicable statute,
rule or regulation to render such services; and
(h) a prorated portion of your overhead expenses attributable to the
distribution of the Fund's shares, including leases, communications,
salaries, training, supplies, photocopying, and any other category of your
expenses attributable to the distribution of the Fund's shares.
In no event shall the aggregate asset-based sales charges which
include payments made under the Plan, plus any other payments made pursuant to
the plan, exceed the amount permitted to be paid pursuant to the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., Article III,
Section 26 (d).
2) Section 16c. (c) is hereby amended to read as follows:
(c) The Plan may be terminated at any time without penalty by vote
of a majority of the non-interested General Partners or by a vote of A
majority of the Fund's outstanding voting securities on not more than
sixty (60) days' written notice to any other party to the Plan, and shall
terminate automatically in the event of any act that constitutes an
assignment of this Distribution Agreement or the Management Agreement.
3) Section 16C. (d) is hereby amended to read as follows:
(d) All material amendments to the Plan shall be approved by vote of
the non-interested Managing General Partners cast in person at a meeting
called for the purpose of voting on such amendment.
4) All references to Franklin Distributors, Inc. are hereby
changed to "Franklin/Xxxxxxxxx Distributors, Inc."
IN WITNESS WHEREOF, the parties hereto have set their hands as of
the 1st day of July, 1993.
FRANKLIN TAX-ADVANTAGED INTERNATIONAL BOND FUND
(a California Limited Partnership)
/s/ Xxxxxx X. Xxxxxxx, Xx.
Managing General Partner
FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
/s/ Xxxxxx X. Xxxxx
Executive Vice President
