AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • February 11th, 2020 • Franklin Custodian Funds • Delaware
Contract Type FiledFebruary 11th, 2020 Company JurisdictionTHIS 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.comFranklin Custodian Funds • February 11th, 2020
Company FiledFebruary 11th, 2020In 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