AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 14th, 2018 • Templeton Growth Fund Inc • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this 14th day of August, 2018, by and between Templeton Growth Fund, Inc. (the “Acquiring Fund”), a corporation organized under the laws of the State of Maryland, with its principal place of business at 300 S.E. 2nd Street, Fort Lauderdale, Florida 33301-1923, and Templeton Global Opportunities Trust (the “Target 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. Templeton Global Advisors Limited (“Global Advisors”), a Bahamian corporation, and Templeton Investment Counsel, LLC (“Investment Counsel”), a Delaware limited liability company, the investment managers to the Acquiring Fund and the Target Fund, respectively, join the Plan solely for purposes of Section 7.
August 24, 2018Re: Agreement • September 14th, 2018 • Templeton Growth Fund Inc
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of August 14, 2018; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders on August 3, 2018; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated August 24, 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.
