AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 7th, 2009 • Franklin Tax Exempt Money Fund • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”), is made as of this 26th day of August, 2009, by and between Franklin Tax-Exempt Money 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, CA 94403-1906 (“Acquiring Fund”), and Franklin New York Tax-Free Trust, 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 94403-1906 (“Target Trust”), on behalf of its series, Franklin New York Tax-Exempt Money Fund (“Target Fund”).
August 26, 2009Franklin Tax Exempt Money Fund • October 7th, 2009
You have requested our opinion concerning certain federal income tax consequences of the reorganization of the Acquiring Fund (the “Reorganization”), which will consist of: (i) the acquisition by the Acquiring Fund of substantially all of the property, assets, and goodwill of the Acquired Fund in exchange solely for full and fractional shares of beneficial interest, with no par value, of the Acquiring Fund (“Acquiring Fund Shares”), which are voting securities; (ii) the distribution of full and fractional shares of the Acquiring Fund Shares equal in number to the number of full and fractional shares of beneficial interest, with no par value, of the Acquired Fund (“Acquired Fund Shares”) outstanding at the time of calculation of Acquired Fund’s net asset value on the Closing Date of the Reorganization in complete liquidation of the Acquired Fund; and (iii) the dissolution of the Acquired Fund as soon as practicable after the Closing Date, all upon and subject to the terms and conditions
