AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • May 25th, 2018 • Franklin Real Estate Securities Trust • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this 24th day of October, 2017 by and between Franklin Real Estate Securities Trust (“FREST”), 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 Real Estate Securities Fund (the “Acquiring Fund”), and Franklin Global Trust (“FGT”), 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 Global Real Estate Fund (the “Target Fund”). Franklin Templeton Institutional, LLC (“FT Institutional”), a Delaware limited liability company, investment manager to the Acquiring Fund and the Target Fund, joins this Plan solely for purposes of Section 7.
April 27, 2018Franklin Real Estate Securities Trust • May 25th, 2018
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of October 24, 2017; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders on April 6, 2018; (c) certain representations concerning the Reorganization made to us by FGT on behalf of the Target Fund and FREST on behalf of the Acquiring Fund, in a letter dated April 27, 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.
