AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • February 11th, 2020 • Franklin Custodian Funds • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this 17th day of July, 2019 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 94403-1906, on behalf of its series, Franklin Growth Fund (the “Acquiring Fund”), and Franklin Strategic Series (“FSS”), 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, on behalf of its series, Franklin Select U.S. Equity Fund (the “Target Fund”). Franklin Advisers, Inc. (“FAI”), a Delaware limited liability company, investment manager to the Acquiring Fund and the Target Fund, joins this Plan solely for purposes of Section 7.
Stradley Ronon Stevens & Young, LLP 2005 Market Street Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.comAgreement and Plan of Reorganization • February 11th, 2020 • Franklin Custodian Funds
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of July 17, 2019; (b) the Prospectus/Proxy Statement provided to shareholders of the Target Fund dated September 23, 2019; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated February 7, 2020 (the “Representation Letter”); (d) all other documents, financial and other
