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# 192994 v. 8
NAME OF REGISTRANT:
Franklin Money Fund
File No. 811-02605
EXHIBIT ITEM No. 77Q (g): Exhibit to accompany Exhibit No. 77M.
AGREEMENT OF MERGER
BETWEEN
FRANKLIN FEDERAL MONEY FUND
(a California corporation)
AND
FRANKLIN MONEY FUND
(a California corporation)
AGREEMENT OF MERGER entered into on August 23, 2006 by FRANKLIN
FEDERAL MONEY FUND and FRANKLIN MONEY FUND, as approved by the
Board of Directors of each of said corporations:
1. Franklin Federal Money Fund, which is a corporation
incorporated in the State of California, and which is sometimes
hereinafter referred to as the "disappearing corporation," shall
be merged with and into Franklin Money Fund, which is a
corporation incorporated in the State of California, and which is
sometimes hereinafter referred to as the "surviving corporation."
2. The separate existence of the disappearing corporation shall
cease upon the Effective Date (as defined below) of the merger in
accordance with the provisions of the General Corporation Law of
the State of California.
3. The surviving corporation shall continue in existence under
its present name, Franklin Money Fund, pursuant to the provisions
of the General Corporation Law of the State of California.
4. The Articles of Incorporation of the surviving corporation
upon the Effective Date of the merger shall be the Articles of
Incorporation of said surviving corporation and shall continue in
full force and effect until amended and changed in the manner
prescribed by the provisions of the General Corporation Law of
the State of California.
5. The bylaws of the surviving corporation upon the Effective
Date of the merger shall be the bylaws of said surviving
corporation and shall continue in full force and effect until
changed, altered or amended as therein provided and in the manner
prescribed by the provisions of the General Corporation Law of
the State of California.
6. The directors and officers in office of the surviving
corporation upon the Effective Date of the merger shall continue
to be the directors and officers of the surviving corporation,
all of whom shall hold their directorships and offices until the
election, choice, and qualification of their respective
successors or until their tenure is otherwise terminated in
accordance with the bylaws of the surviving corporation.
7. Each issued share (or fraction thereof) of the disappearing
corporation shall, upon the Effective Date of the merger, be
converted into an equivalent number of shares of the surviving
corporation. The issued shares of the surviving corporation
shall not be converted or exchanged in any manner or any
consideration be paid therefor, but each said share which is
issued as of the Effective Date of the merger shall continue to
represent one issued share of the surviving corporation.
8. The Agreement of Merger herein entered into and approved
shall be submitted to the shareholders entitled to vote thereon
of the disappearing corporation for their approval or rejection
in the manner prescribed by the provisions of the General
Corporation Law of the State of California.
9. Pursuant to Section 1201(b) of the General Corporation Law
of the State of California, the Agreement of Merger will not be
submitted to the shareholders of the surviving corporation for
their approval or rejection, as the shareholders of the surviving
corporation immediately before the merger will own, immediately
after the merger, equity securities, other than any warrant or
right to subscribe to purchase those equity securities, of the
surviving corporation possessing more than five-sixths of the
voting power of the surviving corporation.
10. In the event that this Agreement of Merger shall have been
approved by the shareholders entitled to vote of the disappearing
corporation in the manner prescribed by the provisions of the
General Corporation Law of the State of California, the
disappearing corporation and the surviving corporation hereby
agree that they will cause to be executed and filed and/or
recorded any document or documents prescribed by the laws of the
State of California, and that they will cause to be performed all
necessary acts therein and elsewhere to effectuate the merger.
11. The merger shall become effective at 2:00 p.m. (Pacific
Time) on August 31, 2006 (the "Effective Date").
12. Notwithstanding the approval of the Agreement of Merger
herein provided for by the shareholders of the disappearing
corporation entitled to vote, the merger may be abandoned by
either the surviving corporation or disappearing corporation, or
both.
IN WITNESS WHEREOF, Franklin Federal Money Fund, a
California corporation and Franklin Money Fund, a California
corporation, have caused this Agreement to be signed in their
respective names and on their respective behalves by their
respective vice presidents and secretaries on August 23, 2006.
[Signature Page Follows]
FRANKLIN FEDERAL MONEY FUND
(a California corporation)
By: /s/Xxxxx X. Xxxx___
Xxxxx X. Xxxx, Vice President
By: /s/Xxxxx X. Xxxxxxxx_______
Xxxxx X. Xxxxxxxx, Secretary
FRANKLIN MONEY FUND
(a California corporation)
By: /s/Xxxxx X. Xxxx__________
Xxxxx X. Xxxx, Vice President
By: /s/Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Secretary
CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER
Xxxxx X. Xxxx and Xxxxx X. Xxxxxxxx state and certify that:
1. They are the Vice President and Secretary, respectively, of
Franklin Federal Money Fund, a California corporation.
2. The agreement of merger in the form attached was duly
approved by the Board of Directors and shareholders of the
corporation.
3. There is only one class of shares and the total number of
outstanding shares entitled to vote was 96,333,332.613.
4. The shareholder percentage vote required for the aforesaid
approval was a majority of the outstanding shares entitled to
vote.
5. The principal terms of the merger agreement in the form
attached were approved by the corporation by a vote of the number
of shares which equaled or exceeded the vote required.
On the date set forth below, in the City of San Mateo in the
State of California, each of the undersigned does hereby declare
under the penalty of perjury under the laws of the State of
California that he signed the foregoing certificate in the
official capacity set forth beneath his signature, and that the
statements set forth in said certificate are true of his own
knowledge.
Signed on August 23, 2006
/s/Xxxxx X. Xxxx__________________
Xxxxx X. Xxxx, Vice President
/s/Xxxxx X. Xxxxxxxx______________
Xxxxx X. Xxxxxxxx, Secretary
CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER
Xxxxx X. Xxxx and Xxxxx X. Xxxxxxxx state and certify that:
1. They are the Vice President and Secretary, respectively, of
Franklin Money Fund, a California corporation.
2. The agreement of merger in the form attached was duly
approved by the Board of Directors and pursuant to Section
1201(b) of the General Corporation Law of the State of California
it need not be approved by the shareholders of the corporation.
On the date set forth below, in the City of San Mateo in the
State of California, each of the undersigned does hereby declare
under the penalty of perjury under the laws of the State of
California that he signed the foregoing certificate in the
official capacity set forth beneath his signature, and that the
statements set forth in said certificate are true of his own
knowledge.
Signed on August 23, 2006
/s/Xxxxx X. Xxxx__________
Xxxxx X. Xxxx, Vice President
/s/Xxxxx X. Xxxxxxxx______________
Xxxxx X. Xxxxxxxx, Secretary
