0000225375-16-000074 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • November 8th, 2016 • Franklin California Tax Free Income Fund • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this 18th day of October, 2016 by and between Franklin California Tax-Free Income Fund, a statutory trust created under the laws of the State of Delaware, with its principal place of business at One Franklin Parkway, San Mateo, California 94403-1906 (the “Acquiring Fund”), and Franklin California Tax-Free Trust (“CAFTFT”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at One Franklin Parkway, San Mateo, California 94403-1906, on behalf of its series, Franklin California Insured Tax-Free Income Fund (the “Target Fund”). Franklin Advisers, Inc. (“FAV”), a California corporation, investment manager to the Acquiring Fund and the Target Fund, joins this Plan solely for purposes of Section 7.

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October 28, 2016
Franklin California Tax Free Income Fund • November 8th, 2016

You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the “Reorganization”) of the Target Fund, which

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