NAME OF REGISTRANT
Templeton Global Investment Trust
File No. 811-08226
EXHIBIT ITEM No. 77q1(g): Exhibits
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("Agreement") is made
as of this 20th day of October, 2015 by and between Franklin
Xxxxxxxxx International Trust, a Delaware statutory trust ("FTIT"),
on behalf of Xxxxxxxxx Foreign Smaller Companies Fund ("TFSCF"),
and Xxxxxxxxx Global Investment Trust, a Delaware statutory trust
("TGIT"), on behalf of Xxxxxxxxx Foreign Smaller Companies Fund
("New TFSCF"). FTIT, on behalf of TFSCF, and TGIT, on behalf
of New TFSCF, are hereinafter collectively referred to as the
"parties," and individually, "party."
In consideration of the mutual promises contained herein,
and intending to be legally bound, the parties hereto agree as follows:
1. Plan of Reorganization.
(a) Upon satisfaction of the conditions precedent described in
Section 3 hereof, FTIT, on behalf of TFSCF, will convey, transfer
and deliver to TGIT, on behalf of New TFSCF, at the closing provided
for in Section 2 (hereinafter referred to as the "Closing"), all of
TFSCF's then-existing assets (the "Assets"), such Assets to become
the Assets of New TFSCF. In consideration thereof, TGIT, on behalf
of New TFSCF, agrees at the Closing (i) to assume and pay when due
all obligations and liabilities of TFSCF (including TFSCF's portion
of any obligation and liability of FTIT), existing on or after the
Effective Date of the Reorganization
(as defined in Section 2 hereof), whether absolute, accrued,
contingent or otherwise, including all fees and expenses in
connection with this Agreement, which fees and expenses shall,
in turn, include, without limitation, costs of legal advice,
accounting, printing, mailing, proxy solicitation and transfer
taxes, if any (collectively, the "Liabilities"), such Liabilities
to become the obligations and liabilities of New TFSCF; and (ii) to
deliver to FTIT, on behalf of TFSCF, in accordance with paragraph
(b) of this Section 1, full and fractional shares of beneficial
interest, without par value, of New TFSCF, equal in number to the
number of full and fractional shares of beneficial interest,
without par value, of TFSCF outstanding at the time of calculation
of TFSCF's net asset value ("NAV") on the business day immediately
preceding the Effective Date of the Reorganization. The
reorganization contemplated hereby is intended to qualify
as a reorganization within the meaning of Section 368 of the
Internal Revenue Code of 1986 (the "Code"). FTIT shall distribute
to TFSCF's shareholders the shares of New TFSCF in accordance with
this Agreement and the resolutions of the Board of Trustees of FTIT
(the "FTIT Board") authorizing the transactions contemplated
by this Agreement. New TFSCF is newly organized to acquire the
Assets and Liabilities of TFSCF and has no assets and has carried
on no business activities prior to the consummation of the
Reorganization described herein.
(b) In order to effect the delivery of shares described
in Section 1(a)(ii) hereof, TGIT, on behalf of New TFSCF,
will establish an open account for each shareholder of TFSCF and,
on the Effective Date of the Reorganization, will credit to such
account full and fractional shares of beneficial interest, without
par value, of the class of New TFSCF equal to the number of full
and fractional shares of beneficial interest of the class such
shareholder holds in TFSCF at the time of calculation of the
TFSCF's NAV on the business day immediately preceding the
Effective Date of the Reorganization. Fractional shares of
New TFSCF will be carried to the third decimal place.
At the time of calculation of TFSCF's NAV on the business
day immediately preceding the Effective Date of the Reorganization,
the NAV per share of each class of New TFSCF shall be deemed
to be the same as the NAV per share of each corresponding class
of TFSCF. On the Effective Date of the Reorganization, each
certificate representing shares of TFSCF, if any, will be deemed
to represent the same number of shares of New TFSCF.
Simultaneously with such crediting of the shares of New
TFSCF to the shareholders of record of TFSCF, the shares of
TFSCF held by such shareholders shall be cancelled. Each
shareholder of TFSCF will have the right to deliver their share
certificates of TFSCF to New TFSCF in exchange for share
certificates of New TFSCF. However, a shareholder need
not deliver such certificates to New TFSCF unless the
shareholder so desires.
(c) As soon as practicable after the Effective
Date of the Reorganization, FTIT shall take all necessary steps
under Delaware law to effect a complete liquidation, dissolution
and termination of TFSCF as a series of FTIT.
(d) The expenses of entering into and carrying out this
Agreement will be borne by TFSCF to the extent not paid by
its investment manager.
2. Closing and Effective Date of the Reorganization.
The Closing shall consist of (i) the conveyance, transfer and
delivery of the Assets to TGIT, on behalf of New TFSCF, in
exchange for the assumption and payment, when due, by TGIT, on
behalf of New TFSCF, of the Liabilities of TFSCF; and (ii) the
issuance and delivery of New TFSCF's shares in accordance with
Section 1(b), together with related acts necessary to consummate
such transactions. Subject to receipt of all necessary regulatory
approvals and the final adjournment of the meeting of shareholders
of TFSCF at which this Agreement is considered and approved, the
Closing shall occur on such date as the officers of the parties
may mutually agree ("Effective Date of the Reorganization").
3. Conditions Precedent.
The obligations of FTIT, on behalf of TFSCF, and
TGIT, on behalf of New TFSCF, to effectuate the transactions
hereunder shall be subject to the satisfaction of each of the
following conditions:
(a) Such authority and orders from the U.S.
Securities and Exchange Commission (the "Commission") and state
securities commissions as may be necessary to permit the parties
to carry out the transactions contemplated by this Agreement shall
have been received;
(b) (i) One or more post-effective amendments to
TGIT's Registration Statement on Form N-1A
("Registration Statement") under the Securities Act of 1933 and the
Investment Company Act of 1940 (the "1940 Act"), containing such
amendments to such Registration Statement as are determined,
under the supervision of the Board of Trustees of TGIT
(the "TGIT Board," and together with the FTIT Board,
the "Boards" or individually, a "Board"), to be necessary
and appropriate as a result of this Agreement, shall have
been filed with the Commission; (ii) the most recent post-effective
amendment or amendments to TGIT's Registration Statement,
with respect to the shares of New TFSCF to be delivered to TFSCF's
shareholders in accordance with this Agreement, shall have
become effective, and no stop order suspending the effectiveness
of the Registration Statement shall have been issued, and no
proceeding for that purpose shall have been initiated or threatened
by the Commission (other than any such stop order, proceeding or
threatened proceeding which shall have been withdrawn or terminated);
(c) Each party shall have received an opinion
of Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP, Philadelphia, Pennsylvania,
to the effect that, assuming the reorganization contemplated hereby
is carried out in accordance with this Agreement, the laws of the
State of Delaware, and in accordance with customary representations
provided by the parties in a certificate(s) delivered to Xxxxxxxx
Ronon Xxxxxxx & Xxxxx, LLP, the reorganization contemplated by this
Agreement qualifies as a "reorganization" under Section 368 of
the Code, and thus will not give rise to the recognition of income,
gain or loss for federal income tax purposes to FTIT, on behalf
of TFSCF, or its shareholders, or TGIT, on behalf of New TFSCF;
(d) FTIT, on behalf of TFSCF, shall have
received an opinion of Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP, dated
the Effective Date of the Reorganization, addressed to and in form
and substance reasonably satisfactory to FTIT, to the effect
that (i) TGIT is a statutory trust duly formed, in good standing
and having a legal existence under the laws of the State of
Delaware; (ii) this Agreement and the transactions contemplated
thereby and the execution and delivery of this Agreement have
been duly authorized and approved by all requisite statutory
trust action of TGIT, on behalf of New TFSCF, and this Agreement
is a legal, valid and binding agreement of TGIT in accordance
with its terms; and (iii) the shares of TGIT, on behalf of New
TFSCF, to be issued in the reorganization, upon issuance thereof
in accordance with this Agreement, will have been validly issued
and fully paid and will be nonassessable;
(e) TGIT, on behalf of New TFSCF, shall have received
an opinion of Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP, dated the
Effective Date of the Reorganization, addressed to and in form
and substance reasonably satisfactory to TGIT, to the effect that:
(i) FTIT is a statutory trust duly formed, in good standing and
having a legal existence under the laws of the State of Delaware;
and (ii) this Agreement and the transactions contemplated
hereby and the execution and delivery of this Agreement have
been duly authorized and approved by all requisite statutory
trust action of FTIT, on behalf of TFSCF, and this Agreement
is a legal, valid and binding agreement of FTIT in accordance
with its terms;
(f) The shares of TGIT, on behalf of New TFSCF, are eligible
for offering to the public in those states of the United States and
jurisdictions in which the shares of TFSCF are currently eligible
for offering to the public so as to permit the issuance and
delivery by TGIT of the shares of New TFSCF contemplated by this
Agreement to be consummated;
(g) This Agreement and the transactions contemplated hereby
shall have been duly adopted and approved by the appropriate action
of the FTIT Board, on behalf of TFSCF, and the shareholders of TFSCF;
(h) The shareholders of TFSCF shall have voted to direct
TFSCF to vote, and TFSCF shall have voted, as sole shareholder of
each class of shares of New TFSCF, to:
(1) Approve an Investment Management Agreement between Xxxxxxxxx
Investment Counsel, LLC (the "Investment Manager") and TGIT, on
behalf of New TFSCF, which is substantially identical to the
then-current Investment Management Agreement between the
Investment Manager and FTIT with respect to TFSCF; and
(2) Approve a Subadvisory Agreement between the Investment
Manager and Franklin Xxxxxxxxx Investments Corp.
(the "Subadviser") for New TFSCF, which is substantially
identical to the then-current Subadvisory Agreement between
the Investment Manager and the Subadviser for TFSCF; and
(3) Approve New TFSCF's reliance upon the manager of
manager's order received by Xxxxxxxx Xxxxxxxxx Investments,
and on which New TFSCF may rely, from the U.S. Securities and
Exchange Commission and its operation in a manager of
managers structure whereby the Investment Manager would
be permitted to: (i) hire an investment manager to serve
as a subadviser to New TFSCF; (ii) terminate a subadviser
and hire one or more other subadvisers; and (iii) materially
amend sub-advisory agreements with subadvisers, each without
obtaining the approval of the shareholders of New TFSCF, but
subject to the approval of the TGIT Board, including a
majority of the Trustees who are not "interested persons" of
TGIT (as that term is defined in the 1940 Act).
(i) The Trustees of TGIT shall have duly adopted and approved
this Agreement and the transactions contemplated hereby, including
authorization of the issuance and delivery by TGIT of shares of New
TFSCF on the Effective Date of the Reorganization and the assumption
by TGIT of the Liabilities of TFSCF in exchange for the Assets of
TFSCF pursuant to the terms and provisions of this Agreement,
and shall have taken the following actions at a meeting duly called:
(1) Approval of the Investment Management Agreement
described in paragraph (h)(1) of this Section 3 between the
Investment Manager and TGIT on behalf of New TFSCF;
(2) Approval of the Subadvisory Agreement
described in paragraph (h)(2) of this Section 3 between the
Investment Manager and the Sub-adviser with respect to New TFSCF;
(3) Approval of an amendment to the
custody agreement between TGIT and JPMorgan Chase Bank to reflect
the addition of New TFSCF;
(4) Selection of PricewaterhouseCoopers
LLP as New TFSCF's independent auditors for the fiscal year
ending October 31, 2015;
(5) Approval of an amendment to the
distribution agreement between TGIT and Franklin/Xxxxxxxxx
Distributors, Inc., to reflect the addition of New TFSCF;
(6) Approval of a form of selling agreement
between Franklin/Xxxxxxxxx Distributors, Inc. and securities dealers,
including any amendment(s) to the form of selling agreement;
(7) Approval of distribution plans by TGIT
pursuant to Rule 12b-1 under the 1940 Act relating to each of
Class A and Class C on behalf of New TFSCF;
(8) Approval of a multiple class plan pursuant to Rule 18f-3;
(9) Approval of an amendment to the Amended and Restated
Transfer Agent and Shareholder Services Agreement with Franklin
Xxxxxxxxx Investor Services, LLC to reflect
the addition of New TFSCF;
(10) Authorization of the issuance by TGIT of
one share of each class of New TFSCF to FTIT, on behalf of TFSCF, in
consideration for the payment of $1.00 for each such share for
the purpose of enabling FTIT, on behalf of TFSCF, to vote
on the matters referred to in paragraph (h) of this Section 3,
and the subsequent redemption of such shares, all prior to the
Effective Date of the Reorganization; and
(11) Submission of the matters referred
to in paragraph (h) of this Section 3 to FTIT, on behalf of TFSCF,
as sole shareholder of New TFSCF.
At any time prior to the Closing, any of the foregoing
conditions may be waived or amended by the party who is
entitled to the benefit thereof if, in the judgment of such
party, such waiver or amendment will not affect in a materially
adverse way the benefits intended to be accorded to the party's
shareholders under this Agreement.
4. Termination.
Each Board may terminate this Agreement and abandon the
reorganization contemplated hereby, notwithstanding
approval thereof by the shareholders of TFSCF, at any time
prior to the Effective Date of the Reorganization if, in the
judgment of such Board, the facts and circumstances make
proceeding with this Agreement inadvisable.
5. Entire Agreement.
This Agreement embodies the entire agreement between the
parties hereto and there are no agreements, understandings,
restrictions or warranties among the parties hereto other
than those set forth herein or herein provided for.
6. Further Assurances; Other Agreements.
FTIT, on behalf of TFSCF, and TGIT, on behalf of
New TFSCF, shall take such further action as may be necessary or
desirable and proper to consummate the
transactions contemplated hereby.
FTIT, on behalf of TFSCF, acknowledges and agrees that
this Agreement has been made and executed by TGIT, on behalf of
New TFSCF, and is not executed or made by the officers or
Trustees of TGIT individually, but only as officers and Trustees
under TGIT's Agreement and Agreement and Declaration of Trust,
as amended and restated to date, and that the obligations of New
TFSCF hereunder are not binding upon any of the Trustees,
officers or shareholders of TGIT individually, but bind only
the estate of New TFSCF.
TGIT, on behalf of New TFSCF, acknowledges and agrees
that this Agreement has been made and executed by FTIT, on behalf
of TFSCF, and is not executed or made by the officers or Trustees
of FTIT individually, but only as officers and Trustees
under FTIT's Agreement and Agreement and Declaration of
Trust, as amended and restated to date, and that the
obligations of TFSCF hereunder are not binding upon
any of the Trustees, officers or shareholders of FTIT
individually, but bind only the estate of TFSCF.
7. Counterparts.
This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.
8. Governing Law.
This Agreement and the transactions contemplated hereby
shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware.
IN WITNESS WHEREOF, FTIT, on behalf of TFSCF,
and TGIT, on behalf of New TFSCF, have each caused this Agreement
and Plan of Reorganization to be executed on its behalf
by an authorized officer and attested by its Secretary
or an Assistant Secretary, all as of the day and year
first-above written.
XXXXXXXX XXXXXXXXX INTERNATIONAL TRUST, on behalf of
XXXXXXXXX FOREIGN SMALLER COMPANIES FUND
Attest:
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Assistant Secretary
of FTIT
By: _/s/Xxxxx X. Xxxxxxxx_____________________
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Secretary
XXXXXXXXX GLOBAL INVESTMENT TRUST, on behalf of
XXXXXXXXX FOREIGN SMALLER COMPANIES FUND
Attest:
By: /s/Xxxxxxxx X. Xxxxxxx
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President and Assistant Secretary
of TGIT
By: /s/Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Secretary
