AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 15th, 2019 • Franklin U.S. Government Money Fund • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this 21st day of May 2019 by and between Franklin U.S. Government Money Fund (the “Acquiring 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 Templeton Money Fund Trust (“FTMFT”), 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 Templeton U.S. Government Money Fund (the “Target Fund”). Franklin Advisers, Inc. (“FAV”), a California corporation and investment manager to The U.S. Government Money Market Portfolio (the “Master Portfolio”), joins this Plan solely for purposes of Section 7.
October 18, 2019Franklin U.S. Government Money Fund • November 15th, 2019
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of October 18, 2019; (b) the Prospectus/Information Statement provided to shareholders of the Target Fund dated August 1, 2019; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated October 18, 2019 (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.
