AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • December 7th, 2016 • Franklin Federal Tax Free Income Fund • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this 7th day of November, 2016 by and between Franklin Federal Tax-Free Income Fund, a statutory trust created under the laws of the State of Delaware, with its principal place of business at One Franklin Parkway, San Mateo, California 94403-1906 (the “Acquiring Fund”), and Franklin Tax-Free Trust (“FTFT”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at One Franklin Parkway, San Mateo, California 94403-1906, on behalf of its series, Franklin Insured Tax-Free Income Fund (the “Target Fund”). Franklin Advisers, Inc. (“FAV”), a California corporation, investment manager to the Acquiring Fund and the Target Fund, joins this Plan solely for purposes of Section 7.
December 2, 2016Franklin Federal Tax Free Income Fund • December 7th, 2016
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of November 7, 2016; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders on November 7, 2016; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and FTFT, on behalf of the Target Fund, in a letter dated December 2, 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.
