March 11, 2016Agreement and Plan of Reorganization • March 15th, 2016 • Franklin Custodian Funds
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of March 2, 2016; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders held on March 2, 2016; (c) certain representations concerning the Reorganization made to us by FCF, on behalf of the Acquiring Fund, and FGT, on behalf of the Target Fund, in a letter dated March 11, 2016 (the “Representation Letter”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.
Agreement and Plan of ReorganizationAgreement and Plan of Reorganization • March 15th, 2016 • Franklin Custodian Funds • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this 9th day of March, 2016 by and between Franklin Custodian Funds (“FCF”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at One Franklin Parkway, San Mateo, CA 94403, on behalf of its series, Franklin Growth Fund (the “Acquiring Fund”), and Franklin Global Trust (“FGT”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at One Franklin Parkway, San Mateo, CA 94403, on behalf of its series, Franklin Large Cap Equity Fund (the “Target Fund”). Franklin Advisers, Inc. (“Advisers”), a California corporation, investment manager to the Acquiring Fund, and Fiduciary International Inc. (“Fiduciary”), a New York corporation, investment manager to the Target Fund, join this Plan solely for purposes of Section 7.
