0000703112-10-000032 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • September 30th, 2010 • Franklin New York Tax Free Income Fund • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”), is made as of this 27th day of August, 2010, by and among Franklin New York Tax-Free Trust (“FNYTFT”), 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 New York Insured Tax-Free Income Fund (“NY Insured Fund”), and Franklin New York Tax-Free Income Fund (“NY Tax-Free 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, CA 94403-1906, and Franklin Advisers, Inc., a California corporation.

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August 30, 2010
Franklin New York Tax Free Income Fund • September 30th, 2010

Re: Agreement and Plan of Reorganization, made as of August 27, 2010 (the “Plan”), by and among Franklin New York Tax-Free Trust, a statutory trust created under the laws of the State of Delaware (“Acquired Trust”), on behalf of its series, Franklin New York Insured Tax-Free Income Fund (“Acquired Fund”), and Franklin New York Tax-Free Income Fund, a statutory trust created under the laws of the State of Delaware (“Acquiring Fund”), and Franklin Advisers, Inc.

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