AGREEMENT OF MERGER
BETWEEN
FRANKLIN FEDERAL MONEY FUND
(a California corporation)
AND
FRANKLIN FEDERAL 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 tbe 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 sha11 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
