AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • June 18th, 2018 • Templeton Global Smaller Companies Fund • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this 22nd day of May, 2018, by and between Templeton Global Smaller Companies Fund (the “Acquiring Fund”), 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, 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 Foreign Smaller Companies Fund (the “Target Fund”). Templeton Investment Counsel, LLC (“Investment Counsel”), a Delaware limited liability company, the investment manager to the Acquiring Fund and the Target Fund, joins the Plan solely for purposes of Section 7.
June 1, 2018Templeton Global Smaller Companies Fund • June 18th, 2018
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of May 22, 2018; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders on May 22, 2018; (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 June 1, 2018 (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.
