Common use of Plan of Reorganization Clause in Contracts

Plan of Reorganization. a. Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] such shareholder holds in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganization, the shares of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] law to effect a complete dissolution of the Fund. d. The expenses of entering into and carrying out this Agreement will be borne by the Fund.

Plan of Reorganization. a. Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] stock of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] Directors of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] stock such shareholder holds in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganization, the shares of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] Maryland law to effect a complete dissolution of the Fund. d. The expenses of entering into and carrying out this Agreement will be borne by the Fund.

Plan of Reorganization. a. Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the Fund, Fund existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of Class F-3 shares of beneficial interest, without par value, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] interest of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] Trustees of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class Class F-3 shares of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] interest such shareholder holds in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of Class F-3 shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganization, the shares of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class Class F-3 shares of the DE Trust. Simultaneously with the crediting of the Class F-3 shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] Delaware law to effect a complete dissolution of the Fund. d. The expenses of entering into and carrying out this Agreement will be borne by the Fund.

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund FTIT, on behalf of TFSCF, will convey, transfer and deliver to the DE Trust TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to as the “"Closing”) "), all of the Fund’s TFSCF's then-existing assets (the “"Assets”"), such Assets to become the Assets of New TFSCF. In consideration thereof, the DE Trust TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the FundTFSCF (including TFSCF's portion of any obligation and liability of FTIT), existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “"Liabilities”"), such Liabilities to become the obligations and liabilities of the DE TrustNew TFSCF; and (ii) to deliver to the Fund FTIT, on behalf of TFSCF, in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE TrustNew TFSCF, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] , without par value, of the Fund TFSCF outstanding at the time of calculation of the Fund’s TFSCF's net asset value (“"NAV”") on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended 1986 (“the "Code”"). The Fund FTIT shall distribute to the Fund’s TFSCF's shareholders the shares of the DE Trust New TFSCF in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] Trustees of the Fund FTIT (the “Board of [Trustees/Directors]”"FTIT Board") authorizing the transactions contemplated by this Agreement. New TFSCF is newly organized to acquire the Assets and Liabilities of TFSCF and has no assets and has carried on no business activities prior to the consummation of the Reorganization described herein. b. (b) In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust TGIT, on behalf of New TFSCF, will establish an open account for each shareholder of the Fund TFSCF and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class of the DE Trust New TFSCF equal to the number of full and fractional shares of [beneficial interest/common stock] interest of the class such shareholder holds in the corresponding series and class of the Fund TFSCF at the time of calculation of the Fund’s TFSCF's NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust New TFSCF will be carried to the third decimal place. At the time of calculation of the Fund’s TFSCF's NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value NAV per share of each series and class of shares of the DE Trust New TFSCF shall be deemed to be the same as the net asset value NAV per share of each corresponding series and class of shares of the FundTFSCF. On the Effective Date of the Reorganization, the each certificate representing shares of a series and class of the Fund TFSCF, if any, will be deemed to represent the same number of shares of the corresponding series and class of the DE TrustNew TFSCF. Simultaneously with the such crediting of the shares of the DE Trust New TFSCF to the shareholders of record of the FundTFSCF, the shares of the Fund TFSCF held by such shareholders shall be cancelled. Each shareholder of the Fund TFSCF will have the right to deliver their share certificates of the Fund TFSCF to the DE Trust New TFSCF in exchange for shares share certificates of the DE TrustNew TFSCF. However, a shareholder need not deliver such certificates to the DE Trust New TFSCF unless the shareholder so desires. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund FTIT shall take all necessary steps under [Massachusetts/Maryland/Delaware] Delaware law to effect a complete liquidation, dissolution and termination of the FundTFSCF as a series of FTIT. d. (d) The expenses of entering into and carrying out this Agreement will be borne by TFSCF to the Fundextent not paid by its investment manager.

Plan of Reorganization. a. Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund Fund, on behalf of itself and its two separately designated series, as listed on Exhibit A hereto (collectively, the MD series), will convey, transfer and deliver to the DE Trust Trust, on behalf of each of its separately designated series (collectively, the DE series) (each of which corresponds to the MD series with the same name) at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-Funds then- existing assets, including the assets of the MD series (the “Assets”), such Assets to become the Assets of the corresponding DE series. In consideration thereof, the DE Trust Trust, on behalf of each DE series, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the corresponding MD series (including such MD series portion of any obligation and liability of the Fund), existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation solicitation, and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the corresponding DE Trustseries; and (ii) to deliver to the Fund Fund, on behalf of each MD series, in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without $0.001 par value, of the corresponding DE Trustseries, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] , $0.001 par value, of the Fund that MD series outstanding at the time of calculation of the Fund’s MD series net asset value values (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The Each reorganization contemplated hereby is intended to qualify as a tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“the Code”). The Fund shall distribute to the Fund’s MD series shareholders the shares of the corresponding DE Trust series in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] Directors of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. The DE Series are newly organized to acquire the Assets and Liabilities of the corresponding MD Series and have no assets and have carried on no business activities prior to the consummation of the Reorganization described herein. b. In order to effect the delivery of shares described in Section 1(a)(iil(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without $0.001 par value, of the corresponding DE series and class of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] interest such shareholder holds in the corresponding MD series and class of the Fund at the time of calculation of the Fund’s Funds NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s MD series NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value NAV per share of each DE series and class of shares of the DE Trust shall be deemed to be the same as the net asset value NAV per share of each corresponding MD series and class of shares of the Fund. On the Effective Date of the Reorganization, the each certificate representing shares of a series and class of the Fund an MD series, if any, will be deemed to represent the same number of shares of the corresponding series and class of the DE Trustseries. Simultaneously with the such crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] Maryland law to effect a complete dissolution and liquidation of the FundFund and the MD series. d. The expenses of entering into and carrying out this Agreement will be borne by the FundFund and the DE Trust to the extent not paid by their investment advisor.

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust Trust, at the closing provided for in Section 2 (hereinafter referred to as the “"Closing”") all of the Fund’s its then-existing assets (the “Assets”)assets. In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of pay, to the Fund, existing extent that they exist on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), all of the Fund's obligations and liabilities, whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this the Agreement, which fees and expenses shall, in turn, include, including without limitation, limitation costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectivelyany, and taxes assessed by the State of California, if any, the “Liabilities”), such Liabilities obligations and liabilities allocated to the Fund to become the obligations and liabilities of the DE Trust; , and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE Trust, Trust equal in number to the number of full and fractional shares outstanding of the corresponding series and each class of shares of [beneficial interest/common stock] of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization transactions contemplated hereby is are intended to qualify as a reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986, as amended (“"Code”"). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. In order to effect the delivery of shares described in Section 1(a)(ii(b) hereof, the DE The Trust will establish effect such delivery by establishing an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit and by crediting to such account full and fractional shares of beneficial interestaccount, without par value, of the corresponding series and class of the DE Trust equal to the exact number of full and fractional shares of [beneficial interest/common stock] the appropriate class of the Trust such shareholder holds held in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding On the Effective Date of the Reorganization, the net asset value per share of beneficial interest of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganizationsuch date, the each certificate representing shares of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Each shareholder of the Fund will have the right to exchange his (her) share certificates for share certificates of the corresponding class of the Trust. However, a shareholder need not make this exchange of certificates unless he (she) so desires. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shareholder shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desirescanceled. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] California law to effect a complete dissolution of terminate the Fund. d. The expenses of entering into and carrying out this Agreement will be borne by the Fund.

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund Corporation will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 hereof (hereinafter referred to as the “Closing”"CLOSING") all of the Fund’s then-existing assets (allocated to Corporation's two series of shares to the “Assets”)corresponding series of shares of the Trust. In consideration thereof, the DE Trust agrees at the Closing to: (i) to assume and pay when due all due, to the extent that there exist Corporation obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), all of such obligations and liabilities, whether absolute, accrued, contingent or otherwise, including all fees such obligations and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs liabilities allocated to each series of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities Corporation to become the obligations and liabilities of the DE corresponding series of the Trust; and (ii) to deliver to the Fund deliver, in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of two separate series of the DE TrustTrust denominated as UMB Scout Money Market Fund - Federal Portfolio and UMB Scout Money Market Fund - Prime Portfolio (hereinafter individually and collectively referred to as "SERIES OF THE TRUST"), equal in number to the number of full and fractional shares of common stock, $1.00 par value, of, respectively, the corresponding series and class of shares of [beneficial interest/common stock] the Corporation's two separate series bearing substantially the same name as the corresponding Series of the Fund Trust (hereinafter individually and collectively referred to as "SERIES OF THE CORPORATION") outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding prior to the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”"CODE"). The Fund Corporation shall distribute to the Fund’s shareholders of each Series of the Corporation the shares of the DE corresponding Series of the Trust in accordance with this Agreement and the resolutions of the Corporation's Board of [Trustees/Directors] of the Fund (the “Board of [Trustees/Directors]”) Directors authorizing the transactions contemplated by this Agreement. b. (b) In order to effect the delivery of the shares of the Series of the Trust described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of each Series of the Fund Corporation and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class Series of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] stock such shareholder holds in the corresponding series and class that Series of the Fund Corporation at the time close of calculation of regular trading on the Fund’s NAV New York Stock Exchange, Inc. ("NYSE") on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of each Series of the DE Trust will be carried to the third decimal place. At the time close of calculation of regular trading on the Fund’s NAV NYSE on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares Series of the DE Trust shall be deemed to be the same as the net asset value per share of each the corresponding series and class of shares Series of the FundCorporation. On the Effective Date of the Reorganization, the shares of a series and class each certificate representing common stock of the Fund Series of the Corporation will be deemed to represent the same number of shares of the corresponding series and class Series of the DE Trust. Simultaneously with the crediting of the shares corresponding Series of the DE Trust to the shareholders of record of the FundSeries of the Corporation, the corresponding shares of the Fund Corporation held by such shareholders shall be cancelled. Each shareholder Shareholders of each Series of the Fund Corporation will have the right to deliver their share certificates of that Series of the Fund to the DE Trust Corporation in exchange for shares share certificates of the DE corresponding Series of the Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund Corporation shall take all necessary steps under [Massachusetts/Maryland/Delaware] law actions to effect a complete dissolution of the FundCorporation under Maryland law. d. (d) The expenses of entering into and carrying out this Agreement will be borne by the FundScout Investment Advisors, Inc. ("Inc.").

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund Corporation will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 hereof (hereinafter referred to as the “Closing”"CLOSING") all of the Fund’s Corporation's then-existing assets (to the “Assets”)corresponding series of shares of the Trust. In consideration thereof, the DE Trust agrees at the Closing to: (i) to assume and pay when due all due, to the extent that there exist Corporation obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), all of such obligations and liabilities, whether absolute, accrued, contingent or otherwise, including all fees such obligations and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs liabilities of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities Corporation to become the obligations and liabilities of the DE corresponding series of the Trust; and (ii) to deliver to the Fund deliver, in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of one separate series of the DE TrustTrust denominated as UMB Scout Bond Fund (hereinafter referred to as "SERIES OF THE TRUST"), equal in number to the number of full and fractional shares of common stock, $1.00 par value, of, respectively, the corresponding series and class of shares of [beneficial interest/common stock] of the Fund Corporation outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding prior to the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”"CODE"). The Fund Corporation shall distribute to the Fund’s shareholders of the Corporation the shares of the DE corresponding Series of the Trust in accordance with this Agreement and the resolutions of the Corporation's Board of [Trustees/Directors] of the Fund (the “Board of [Trustees/Directors]”) Directors authorizing the transactions contemplated by this Agreement. b. (b) In order to effect the delivery of the shares of the Series of the Trust described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund Corporation and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class Series of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] stock such shareholder holds in the corresponding series and class of the Fund Corporation at the time close of calculation of regular trading on the Fund’s NAV New York Stock Exchange, Inc. ("NYSE") on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Series of the Trust will be carried to the third decimal place. At the time close of calculation of regular trading on the Fund’s NAV NYSE on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares the Series of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the FundCorporation. On the Effective Date of the Reorganization, the shares of a series and class each certificate representing common stock of the Fund Corporation will be deemed to represent the same number of shares of the corresponding series and class Series of the DE Trust. Simultaneously with the crediting of the shares corresponding Series of the DE Trust to the shareholders of record of the FundCorporation, the corresponding shares of the Fund Corporation held by such shareholders shall be cancelled. Each shareholder Shareholders of the Fund Corporation will have the right to deliver their share certificates of the Fund to the DE Trust Corporation in exchange for shares share certificates of the DE corresponding Series of the Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund Corporation shall take all necessary steps under [Massachusetts/Maryland/Delaware] law actions to effect a complete dissolution of the FundCorporation under Maryland law. d. (d) The expenses of entering into and carrying out this Agreement will be borne by the FundScout Investment Advisors, Inc. ("SIA").

Plan of Reorganization. a. Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par valuevalue $0.001 per share, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] interest of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] Trustees of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par valuevalue $0.001 per share, of the corresponding series and class of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] interest such shareholder holds in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganization, the shares each share of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] Massachusetts law to effect a complete dissolution of the Fund. d. The expenses of entering into and carrying out this Agreement will be borne by OppenheimerFunds, Inc. and the Fund, with 35% and 65% borne by each, respectively.

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund Trust will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the FundTrust’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the FundTrust, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund Trust in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] , without par value, of the Fund Trust outstanding at the time of calculation of the FundTrust’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”). The Fund Trust shall distribute to the FundTrust’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] Trustees of the Fund Trust (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. (b) In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund Trust and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] interest such shareholder holds in the corresponding series and class of the Fund Trust at the at the time of calculation of the FundTrust’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third [third] decimal place. At the time of calculation of the FundTrust’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the FundTrust. On the Effective Date of the Reorganization, the each certificate representing shares of a series and class of the Fund Trust will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the FundTrust, the shares of the Fund Trust held by such shareholders shall be cancelled. Each shareholder of the Fund Trust will have the right to deliver their share certificates of the Fund Trust to the DE Trust in exchange for shares share certificates of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund Trust shall take all necessary steps under [Massachusetts/Maryland/Delaware] Massachusetts law to effect a complete dissolution of the FundTrust. d. (d) [The expenses of entering into and carrying out this Agreement will be borne by the FundTrust to the extent not paid by its investment managers or by a participating insurance company to the extent required under its participation agreement with the Trust.]

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund Company will convey, transfer and deliver to the DE Trust Fund at the closing provided for in Section 2 (hereinafter referred to as the “"Closing”") all of the Fund’s Company's then-existing assets (the “"Assets”"). In consideration thereof, the DE Trust Fund agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the FundCompany, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “"Liabilities”"), such Liabilities to become the obligations and liabilities of the DE TrustFund; and (ii) to deliver to the Fund Company in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE TrustFund, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] , $0.01 par value per share, of the Fund Company outstanding at the time of calculation of the Fund’s Company's net asset value (“"NAV”") on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“the "Code”"). The Fund Company shall distribute to the Fund’s Company's shareholders the shares of the DE Trust Fund in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] Directors of the Fund Company (the “"Board of [Trustees/Directors]”") authorizing the transactions contemplated by this Agreement. b. (b) In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust Fund will establish an open account for each shareholder of the Fund Company and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class of the DE Trust Fund equal to the number of full and fractional shares of [beneficial interest/common stock] stock such shareholder holds in the corresponding series and class of the Fund Company at the time of calculation of the Fund’s Company's NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust Fund will be carried to the third decimal place. At the time of calculation of the Fund’s Company's NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of the shares of the DE Trust Fund shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares the common stock of the FundCompany. On the Effective Date of the Reorganization, the each certificate representing shares of a series and class of the Fund Company, if any, will be deemed to represent the same number of shares of the corresponding series and class of the DE TrustFund. Simultaneously with the crediting of the shares of the DE Trust Fund to the shareholders of record of the FundCompany, the shares of the Fund Company held by such shareholders shall be cancelled. Each shareholder of the Fund Company will have the right to deliver their the shareholder's share certificates of the Fund Company to the DE Trust Fund in exchange for shares share certificates of the DE TrustFund. However, a shareholder need not deliver such certificates to the DE Trust Fund unless the shareholder so desires. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund Company shall take all necessary steps under [Massachusetts/Maryland/Delaware] Maryland law to effect a complete dissolution of the FundCompany. d. (d) The expenses of entering into and carrying out this Agreement will be borne by the FundCompany to the extent not paid by its investment advisor.

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] , without par value, of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/DirectorsTrustees][Directors] of the Fund (the “Board of [Trustees/DirectorsTrustees][Directors]”) authorizing the transactions contemplated by this Agreement. b. (b) In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common interest][common stock] such shareholder holds in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganization, the each certificate representing shares of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares share certificates of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/DelawareMassachusetts][Maryland] law to effect a complete dissolution of the Fund. d. (d) The expenses of entering into and carrying out this Agreement will be borne by the FundFund to the extent not paid by its investment manager.

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund Corporation will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 hereof (hereinafter referred to as the “Closing”"CLOSING") all of the Fund’s Corporation's then-existing assets (to the “Assets”)corresponding series of shares of the Trust. In consideration thereof, the DE Trust agrees at the Closing to: (i) to assume and pay when due all due, to the extent that there exist Corporation obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), all of such obligations and liabilities, whether absolute, accrued, contingent or otherwise, including all fees such obligations and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs liabilities of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities Corporation to become the obligations and liabilities of the DE corresponding series of the Trust; and (ii) to deliver to the Fund deliver, in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of one separate series of the DE TrustTrust denominated as UMB Scout WorldWide Fund (hereinafter referred to as "SERIES OF THE TRUST"), equal in number to the number of full and fractional shares of common stock, $1.00 par value, of, respectively, the corresponding series and class of shares of [beneficial interest/common stock] of the Fund Corporation outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding prior to the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”"CODE"). The Fund Corporation shall distribute to the Fund’s shareholders of the Corporation the shares of the DE corresponding Series of the Trust in accordance with this Agreement and the resolutions of the Corporation's Board of [Trustees/Directors] of the Fund (the “Board of [Trustees/Directors]”) Directors authorizing the transactions contemplated by this Agreement. b. (b) In order to effect the delivery of the shares of the Series of the Trust described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund Corporation and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class Series of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] stock such shareholder holds in the corresponding series and class of the Fund Corporation at the time close of calculation of regular trading on the Fund’s NAV New York Stock Exchange, Inc. ("NYSE") on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Series of the Trust will be carried to the third decimal place. At the time close of calculation of regular trading on the Fund’s NAV NYSE on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares the Series of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the FundCorporation. On the Effective Date of the Reorganization, the shares of a series and class each certificate representing common stock of the Fund Corporation will be deemed to represent the same number of shares of the corresponding series and class Series of the DE Trust. Simultaneously with the crediting of the shares corresponding Series of the DE Trust to the shareholders of record of the FundCorporation, the corresponding shares of the Fund Corporation held by such shareholders shall be cancelled. Each shareholder Shareholders of the Fund Corporation will have the right to deliver their share certificates of the Fund to the DE Trust Corporation in exchange for shares share certificates of the DE corresponding Series of the Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund Corporation shall take all necessary steps under [Massachusetts/Maryland/Delaware] law actions to effect a complete dissolution of the FundCorporation under Maryland law. d. (d) The expenses of entering into and carrying out this Agreement will be borne by the FundScout Investment Advisors, Inc. ("SIA").

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] , without par value, of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] Directors of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. (b) In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] stock such shareholder holds in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganization, the each certificate representing shares of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares share certificates of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] Maryland law to effect a complete dissolution of the Fund. d. (d) The expenses of entering into and carrying out this Agreement will be borne by the FundFund to the extent not paid by its investment manager.

Plan of Reorganization. a. Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the Fund, Fund existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of Class M shares of beneficial interest, without par value, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] interest of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] Trustees of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class Class M shares of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] interest such shareholder holds in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of Class M shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganization, the shares of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class Class M shares of the DE Trust. Simultaneously with the crediting of the Class M shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] Delaware law to effect a complete dissolution of the Fund. d. The expenses of entering into and carrying out this Agreement will be borne by the Fund.

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust Trust, at the closing provided for in Section 2 (hereinafter referred to as the “" Closing”") all of the Fund’s its then-existing assets (the “Assets”)assets. In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of pay, to the Fund, existing extent that they exist on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), all of the Fund's obligations and liabilities, whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this the Agreement, which fees and expenses shall, in turn, include, including without limitation, limitation costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectivelyany, and taxes assessed by the State of California, if any, the “Liabilities”), such Liabilities obligations and liabilities allocated to the Fund to become the obligations and liabilities of the DE Trust; , and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE Trust, Trust equal in number to the number of full and fractional shares outstanding of the corresponding series and each class of shares of [beneficial interest/common stock] of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization transactions contemplated hereby is are intended to qualify as a reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986, as amended (“"Code”"). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. In order to effect the delivery of shares described in Section 1(a)(ii(b) hereof, the DE The Trust will establish effect such delivery by establishing an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit and by crediting to such account full and fractional shares of beneficial interestaccount, without par value, of the corresponding series and class of the DE Trust equal to the exact number of full and fractional shares of [beneficial interest/common stock] the appropriate class of the Trust such shareholder holds held in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding On the Effective Date of the Reorganization, the net asset value per share of beneficial interest of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganizationsuch date, the each certificate representing shares of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Each shareholder of the Fund will have the right to exchange his (her) share certificates for share certificates of the corresponding class of the Trust. However, a shareholder need not make this exchange of certificates unless he (she) so desires. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shareholder shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desirescanceled. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] California law to effect a complete dissolution of terminate the Fund. d. The expenses of entering into and carrying out this Agreement will be borne by the Fund.

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund Fund, on behalf of itself and its five separately designated series, as listed on Exhibit A hereto (collectively, the MD series), will convey, transfer and deliver to the DE Trust Trust, on behalf of each of its separately designated series (collectively, the DE series) (each of which corresponds to the MD series with the same name) at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s Funds then-existing assets, including the assets of the MD series (the “Assets”), such Assets to become the Assets of the corresponding DE series. In consideration thereof, the DE Trust Trust, on behalf of each DE series, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the corresponding MD series (including such MD series portion of any obligation and liability of the Fund), existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the corresponding DE Trustseries; and (ii) to deliver to the Fund Fund, on behalf of each MD series, in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the corresponding DE Trustseries, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] stock of the Fund par value of ONE CENT ($0.01) of that MD series outstanding at the time of calculation of the Fund’s MD series net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization reorganizations contemplated hereby is are intended to qualify as a reorganization reorganizations within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“the Code”). The Fund shall distribute to the Fund’s MD series shareholders the shares of the corresponding DE Trust series in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] Directors of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. (b) In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding DE series and class of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] interest such shareholder holds in the corresponding MD series and class classes of the Fund at the time of calculation of the Fund’s Funds NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s MD series NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value NAV per share of each DE series and class of shares of the DE Trust shall be deemed to be the same as the net asset value NAV per share of each corresponding MD series and class of shares of the Fund. On the Effective Date of the Reorganization, the each certificate representing shares of a series and class of the Fund shares of an MD series will be deemed to represent the same number of shares of the corresponding DE series and class of the DE Trust. Simultaneously with the such crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares share certificates of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] Maryland law to effect a complete dissolution of the FundFund and the MD series. d. (d) The expenses of entering into and carrying out this Agreement will be borne by the FundFund to the extent not paid by its investment manager.

Plan of Reorganization. a. Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] interest of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] Trustees of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] interest such shareholder holds in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganization, the shares of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] Massachusetts law to effect a complete dissolution of the Fund. d. The expenses of entering into and carrying out this Agreement will be borne by the Fund.

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund Corporation will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 hereof (hereinafter referred to as the “Closing”"CLOSING") all of the Fund’s then-existing assets (allocated to the “Assets”)Corporation's two series of shares to the corresponding series of shares of the Trust. In consideration thereof, the DE Trust agrees at the Closing to: (i) to assume and pay when due all due, to the extent that there exist Corporation obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), all of such obligations and liabilities, whether absolute, accrued, contingent or otherwise, including all fees such obligations and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs liabilities allocated to each series of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities Corporation to become the obligations and liabilities of the DE corresponding series of the Trust; and (ii) to deliver to the Fund deliver, in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of two separate series of the DE Trust denominated as UMB Scout Stock Fund and UMB Scout Stock Select Fund (hereinafter individually and collectively referred to as "SERIES OF THE Trust"), equal in number to the number of full and fractional shares of common stock, $1.00 par value, of, respectively, the corresponding series and class of shares of [beneficial interest/common stock] the Corporation's two separate series bearing substantially the same name as the corresponding Series of the Fund Trust (hereinafter individually and collectively referred to as "SERIES OF THE CORPORATION") outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding prior to the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”"CODE"). The Fund Corporation shall distribute to the Fund’s shareholders of each Series of the Corporation the shares of the DE corresponding Series of the Trust in accordance with this Agreement and the resolutions of the Corporation's Board of [Trustees/Directors] of the Fund (the “Board of [Trustees/Directors]”) Directors authorizing the transactions contemplated by this Agreement. b. (b) In order to effect the delivery of the shares of the Series of the Trust described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of each Series of the Fund Corporation and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class Series of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] stock such shareholder holds in the corresponding series and class that Series of the Fund Corporation at the time close of calculation of regular trading on the Fund’s NAV New York Stock Exchange, Inc. ("NYSE") on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of each Series of the DE Trust will be carried to the third decimal place. At the time close of calculation of regular trading on the Fund’s NAV NYSE on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares Series of the DE Trust shall be deemed to be the same as the net asset value per share of each the corresponding series and class of shares Series of the FundCorporation. On the Effective Date of the Reorganization, the shares of a series and class each certificate representing common stock of the Fund Series of the Corporation will be deemed to represent the same number of shares of the corresponding series and class Series of the DE Trust. Simultaneously with the crediting of the shares corresponding Series of the DE Trust to the shareholders of record of the FundSeries of the Corporation, the corresponding shares of the Fund Corporation held by such shareholders shall be cancelled. Each shareholder Shareholders of each Series of the Fund Corporation will have the right to deliver their share certificates of that Series of the Fund to the DE Trust Corporation in exchange for shares share certificates of the DE corresponding Series of the Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires.. Exhibit A c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund Corporation shall take all necessary steps under [Massachusetts/Maryland/Delaware] law actions to effect a complete dissolution of the FundCorporation under Maryland law. d. (d) The expenses of entering into and carrying out this Agreement will be borne by the FundScout Investment Advisors, Inc. ("SIA").

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund Corporation will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 hereof (hereinafter referred to as the “Closing”"CLOSING") all of the Fund’s Corporation's then-existing assets (to the “Assets”)corresponding series of shares of the Trust. In consideration thereof, the DE Trust agrees at the Closing to: (i) to assume and pay when due all due, to the extent that there exist Corporation obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), all of such obligations and liabilities, whether absolute, accrued, contingent or otherwise, including all fees such obligations and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs liabilities of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities Corporation to become the obligations and liabilities of the DE corresponding series of the Trust; and (ii) to deliver to the Fund deliver, in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of one separate series of the DE TrustTrust denominated as UMB Scout Kansas Tax-Exempt Bond Fund (hereinafter referred to as "SERIES OF THE TRUST"), equal in number to the number of full and fractional shares of common stock, $1.00 par value, of, respectively, the corresponding series and class of shares of [beneficial interest/common stock] of the Fund Corporation outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding prior to the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”"CODE"). The Fund Corporation shall distribute to the Fund’s shareholders of the Corporation the shares of the DE corresponding Series of the Trust in accordance with this Agreement and the resolutions of the Corporation's Board of [Trustees/Directors] of the Fund (the “Board of [Trustees/Directors]”) Directors authorizing the transactions contemplated by this Agreement. b. (b) In order to effect the delivery of the shares of the Series of the Trust described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund Corporation and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class Series of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] stock such shareholder holds in the corresponding series and class of the Fund Corporation at the time close of calculation of regular trading on the Fund’s NAV New York Stock Exchange, Inc. ("NYSE") on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Series of the Trust will be carried to the third decimal place. At the time close of calculation of regular trading on the Fund’s NAV NYSE on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares the Series of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the FundCorporation. On the Effective Date of the Reorganization, the shares of a series and class each certificate representing common stock of the Fund Corporation will be deemed to represent the same number of shares of the corresponding series and class Series of the DE Trust. Simultaneously with the crediting of the shares corresponding Series of the DE Trust to the shareholders of record of the FundCorporation, the corresponding shares of the Fund Corporation held by such shareholders shall be cancelled. Each shareholder Shareholders of the Fund Corporation will have the right to deliver their share certificates of the Fund to the DE Trust Corporation in exchange for shares share certificates of the DE corresponding Series of the Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund Corporation shall take all necessary steps under [Massachusetts/Maryland/Delaware] law actions to effect a complete dissolution of the FundCorporation under Maryland law. d. (d) The expenses of entering into and carrying out this Agreement will be borne by the FundScout Investment Advisors, Inc. ("SIA").

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund Corporation will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 hereof (hereinafter referred to as the “Closing”"CLOSING") all of the Fund’s Corporation's then-existing assets (to the “Assets”)corresponding series of shares of the Trust. In consideration thereof, the DE Trust agrees at the Closing to: (i) to assume and pay when due all due, to the extent that there exist Corporation obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), all of such obligations and liabilities, whether absolute, accrued, contingent or otherwise, including all fees such obligations and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs liabilities of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities Corporation to become the obligations and liabilities of the DE corresponding series of the Trust; and (ii) to deliver to the Fund deliver, in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of one separate series of the DE TrustTrust denominated as UMB Scout Tax-Free Money Market Fund (hereinafter referred to as "SERIES OF THE TRUST"), equal in number to the number of full and fractional shares of common stock, $1.00 par value, of, respectively, the corresponding series and class of shares of [beneficial interest/common stock] of the Fund Corporation outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding prior to the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“"Code”"). The Fund Corporation shall distribute to the Fund’s shareholders of the Corporation the shares of the DE corresponding Series of the Trust in accordance with this Agreement and the resolutions of the Corporation's Board of [Trustees/Directors] of the Fund (the “Board of [Trustees/Directors]”) Directors authorizing the transactions contemplated by this Agreement. b. (b) In order to effect the delivery of the shares of the Series of the Trust described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund Corporation and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class Series of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] stock such shareholder holds in the corresponding series and class of the Fund Corporation at the time close of calculation of regular trading on the Fund’s NAV New York Stock Exchange, Inc. ("NYSE") on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Series of the Trust will be carried to the third decimal place. At the time close of calculation of regular trading on the Fund’s NAV NYSE on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares the Series of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the FundCorporation. On the Effective Date of the Reorganization, the shares of a series and class each certificate representing common stock of the Fund Corporation will be deemed to represent the same number of shares of the corresponding series and class Series of the DE Trust. Simultaneously with the crediting of the shares corresponding Series of the DE Trust to the shareholders of record of the FundCorporation, the corresponding shares of the Fund Corporation held by such shareholders shall be cancelled. Each shareholder Shareholders of the Fund Corporation will have the right to deliver their share certificates of the Fund to the DE Trust Corporation in exchange for shares share certificates of the DE corresponding Series of the Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund Corporation shall take all necessary steps under [Massachusetts/Maryland/Delaware] law actions to effect a complete dissolution of the FundCorporation under Maryland law. d. (d) The expenses of entering into and carrying out this Agreement will be borne by the FundScout Investment Advisors, Inc. ("SIA").

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “"Closing”") all of the Fund’s its then-existing assets (the “Assets”)assets. In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of pay, to the Fund, existing extent that they exist on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), all of the Fund's obligations and liabilities, whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this the Agreement, which fees and expenses shall, in turn, include, including without limitation, limitation costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectivelyany, the “Liabilities”), such Liabilities obligations and liabilities allocated to the Fund to become the obligations and liabilities of the DE Trust; , and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, interest of the DE Trust, par value $0.01, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] of the Fund outstanding at the time of calculation , with $0.01 par value, of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization transactions contemplated hereby is are intended to qualify as a reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986, as amended (“the "Code”"). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. In order to effect the delivery of shares described in Section 1(a)(ii(b) hereof, the DE The Trust will establish effect such delivery by establishing an open account for each shareholder stockholder of the Fund and, on the Effective Date of the Reorganization, will credit and by crediting to such account full and fractional shares of beneficial interestaccount, without par value, of the corresponding series and class of the DE Trust equal to the exact number of full and fractional shares of [beneficial interest/common stock] the appropriate class of the Trust such shareholder holds stockholder held in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding On the Effective Date of the Reorganization, the net asset value per share of beneficial interest of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganizationsuch date, the each certificate representing shares of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Each stockholder of the Fund will have the right to exchange his (her) share certificates for share certificates of the corresponding class of the Trust. However, a stockholder need not make this exchange of certificates unless he (she) so desires. Simultaneously with the crediting of the shares of the DE Trust to the shareholders stockholders of record of the Fund, the shares of the Fund held by such shareholders stockholder shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desirescanceled. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] New York law to effect a complete dissolution of the Fund. d. The expenses of entering into and carrying out this Agreement will be borne by the Fund.

Plan of Reorganization. a. Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares one (1) share of each series and class of shares of beneficial interest, without par value, of the DE Trust, equal in number to the number of full and fractional for each ten (10) shares of the corresponding series and class of shares of [beneficial interest/common stock] , without par value, of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] Trustees of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class of the DE Trust equal to the number one (1) share of full and fractional beneficial interest for each ten (10) shares of [beneficial interest/common stock] interest such shareholder holds in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares of the DE Trust shall be deemed to be the same as ten dollars ($10.00) per share and the net asset value per share of each corresponding series and class of shares of the FundFund shall be one dollar ($1.00) per share. On the Effective Date of the Reorganization, the each certificate representing shares of a series and class of the Fund will be deemed to represent one-tenth (1/10) the same number of shares of the corresponding series and class of the DE Trust. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares share certificates of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] Massachusetts law to effect a complete dissolution of the Fund. d. The expenses of entering into and carrying out this Agreement will be borne by the Fund.

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund Trust will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the FundTrust’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the FundTrust, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund Trust in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] , par value $0.01 per share, of the Fund Trust outstanding at the time of calculation of the FundTrust’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”). The Fund Trust shall distribute to the FundTrust’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] Trustees of the Fund Trust (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement. b. (b) In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund Trust and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] interest such shareholder holds in the corresponding series and class of the Fund Trust at the time of calculation of the FundTrust’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the FundTrust’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value NAV per share of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value NAV per share of each corresponding series and class of shares of the FundTrust. On the Effective Date of the Reorganization, the each certificate representing shares of a series and class of the Fund Trust will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the FundTrust, the shares of the Fund Trust held by such shareholders shall be cancelled. Each shareholder of the Fund Trust will have the right to deliver their share certificates of the Fund Trust to the DE Trust in exchange for shares share certificates of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund Trust shall take all necessary steps under [Massachusetts/Maryland/Delaware] Massachusetts law to effect a complete dissolution of the FundTrust. d. (d) The expenses of entering into and carrying out this Agreement will be borne by the FundTrust to the extent not paid by its investment managers or by a participating insurance company to the extent required under its participation agreement with the Trust.

Plan of Reorganization. a. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] , without par value, of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/DirectorsTrustees][Directors] of the Fund (the “Board of [Trustees/DirectorsTrustees][Directors]”) authorizing the transactions contemplated by this Agreement. b. (b) In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, [par value $0._] [without par value], of the corresponding series and class of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common interest][common stock] such shareholder holds in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganization, the each certificate representing shares of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares share certificates of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires. c. (c) As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/DelawareMassachusetts][Maryland] law to effect a complete dissolution of the Fund. d. (d) The expenses of entering into and carrying out this Agreement will be borne by the FundFund to the extent not paid by its investment manager.