AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • May 17th, 2016 • Templeton Developing Markets Trust • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this 12th day of April, 2016 by and between Templeton Developing Markets Trust, a statutory trust created under the laws of the State of Delaware, with its principal place of business at 300 S.E. 2nd Street, Fort Lauderdale, Florida 33301-1923 (the “Acquiring Fund”), and Templeton Global Investment Trust (“TGIT”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at 300 S.E. 2nd Street, Fort Lauderdale, Florida 33301-1923, on behalf of its series, Templeton BRIC Fund (the “Target Fund”). Templeton Asset Management Ltd. (“TAML”), a Singapore company, investment manager to the Acquiring Fund and the Target Fund, joins this Plan solely for purposes of Section 7.
Stradley Ronon Stevens & Young, LLPTempleton Developing Markets Trust • May 17th, 2016
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of April 12, 2016; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders held on April 12, 2016; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and TGIT, on behalf of the Target Fund, in a letter dated May 13, 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.
