0001137439-23-001333 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • November 6th, 2023 • Franklin Templeton ETF Trust

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this day of December 14, 2022 by and among: (i) Franklin Custodian Funds (the “Target Entity”), on behalf of its series the Franklin Focused Growth Fund (the “Target Fund”); and (ii) Franklin Templeton ETF Trust (the “Acquiring Entity”), on behalf of its series the Franklin Focused Growth ETF (the “Acquiring Fund”). Franklin Advisers, Inc. (“FAV”) joins this Agreement solely for purposes of Section 9.2.

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November 3, 2023
Franklin Templeton ETF Trust • November 6th, 2023

Re: Agreement and Plan of Reorganization (“Agreement”) adopted as of the 14th day of December, 2022, by and among (i) Franklin Custodian Funds (the “Target Entity”), on behalf of its series the Franklin Focused Growth Fund (the “Target Fund”); and (ii) Franklin Templeton ETF Trust (the “Acquiring Entity”), on behalf of its series the Franklin Focused Growth ETF (the “Acquiring Fund”)

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