AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN UMB SCOUT FUNDS AND
UMB SCOUT TAX-FREE MONEY MARKET FUND, INC.
This Agreement and Plan of Reorganization ("AGREEMENT") is made as of this
29th day of March, 2005 by and between UMB SCOUT FUNDS, a Delaware statutory
trust (the "TRUST"), and UMB SCOUT TAX-FREE MONEY MARKET FUND, INC., a Maryland
corporation (the "CORPORATION").
In consideration of the mutual promises contained herein, and intending to
be legally bound, the Trust and the Corporation hereto agree as follows:
1. PLAN OF REORGANIZATION.
(a) Upon satisfaction of the conditions precedent described in Section 3
hereof, the Corporation will convey, transfer and deliver to the
Trust at the closing provided for in Section 2 hereof (hereinafter
referred to as the "CLOSING") all of the Corporation's then-existing
assets to the corresponding series of shares of the Trust. In
consideration thereof, the Trust agrees at the Closing to: (i)
assume and pay when due, to the extent that there exist Corporation
obligations and liabilities 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, such obligations and liabilities of the Corporation to
become the obligations and liabilities of the corresponding series
of the Trust; and (ii) deliver, in accordance with paragraph (b) of
this Section 1, full and fractional shares of beneficial interest,
without par value, of one separate series of the Trust 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 shares of the Corporation outstanding immediately
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 Corporation shall
distribute to the shareholders of the Corporation the shares of the
corresponding Series of the Trust in accordance with this Agreement
and the resolutions of the Corporation's Board of Directors
authorizing the transactions contemplated by this Agreement.
(b) In order to effect the delivery of the shares of the Series of the
Trust described in Section 1(a)(ii) hereof, the Trust will establish
an open account for each shareholder of the 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 of the Trust equal to the number
of full and fractional shares of common stock such shareholder holds
in the Corporation at the close of regular trading on the New York
Stock Exchange, Inc. ("NYSE") on the business day immediately
preceding the Effective Date of the Reorganization. Fractional
shares of the Series of the Trust will be carried to the third
decimal place. At the close of regular trading on the NYSE on the
business day immediately preceding the Effective Date of the
Reorganization, the net asset value per share of the Series of the
Trust shall be deemed to be the same as the net asset value per
share of the Corporation. On the Effective Date of the
Reorganization, each certificate representing common stock of the
Corporation will be deemed to represent the same number of shares of
the corresponding Series of the Trust. Simultaneously with the
crediting of the corresponding Series of the Trust to the
shareholders of record of the Corporation, the corresponding shares
of the Corporation held by such shareholders shall be cancelled.
Shareholders of the Corporation will have the right to deliver their
share certificates of the Corporation in exchange for share
certificates of the corresponding Series of the Trust. However, a
shareholder need not deliver such certificates to the Trust unless
the shareholder so desires.
(c) As soon as practicable after the Effective Date of the
Reorganization, the Corporation shall take all necessary actions to
effect a complete dissolution of the Corporation under Maryland law.
(d) The expenses of entering into and carrying out this Agreement will
be borne by Scout Investment Advisors, Inc. ("SIA").
2. CLOSING AND EFFECTIVE DATE OF THE REORGANIZATION.
The Closing shall consist of: (i) the conveyance, transfer and delivery of
the Corporation's assets to the Trust, in exchange for the assumption and
payment, when due, by the Trust of the Corporation's obligations and liabilities
and (ii) the issuance and delivery of the Trust's shares, all in accordance with
Section 1 hereof, together with related acts necessary to consummate such
transactions. The Closing shall occur either on (a) the business day immediately
following the later of the receipt of all necessary regulatory approvals and the
final adjournment of the meeting of shareholders of the Corporation at which
this Agreement is considered and approved, or (b) such later date as the Trust
and the Corporation may mutually agree ("EFFECTIVE DATE OF THE REORGANIZATION").
3. CONDITIONS PRECEDENT.
The obligations of the Corporation and the Trust to effectuate the
transactions hereunder shall be subject to the satisfaction of each of the
following conditions:
(a) Such authority and orders from the Commission and state securities
commissions as may be necessary to permit the Trust and the
Corporation to carry out the transactions contemplated by this
Agreement shall have been received;
(b) (i) One or more post-effective amendments to the Corporation's
Registration Statement on Form N-1A ("REGISTRATION STATEMENT") under
the Securities Act of 1933, as amended, and the 1940 Act, containing
such amendments to such Registration Statement as are determined,
under the supervision of the Corporation's Board of Directors, to be
necessary and appropriate as a result of this Agreement, shall have
been filed with the Commission; (ii) the most recent post-effective
amendment or amendments to the Corporation's Registration Statement
shall have become effective, and no stop order suspending the
effectiveness of the Registration Statement shall have been issued,
and no proceeding for that purpose shall have been initiated or
threatened by the Commission (other than any such stop order,
proceeding or threatened proceeding which shall have been withdrawn
or terminated); and (iii) one or more post-effective amendments to
the Trust's Registration Statement under the Securities Act of 1933,
as amended, and the 1940 Act, containing such amendments to such
Registration Statement as are determined, under the supervision of
the Trust's Board of Trustees, to be necessary and appropriate as a
result of this Agreement, shall have been filed with the Commission;
(c) Each party shall have received an opinion of Xxxxxxxx Ronon Xxxxxxx
& Young, LLP ("SRS&Y"), to the effect that, assuming the
reorganization contemplated hereby is carried out in accordance with
this Agreement, the laws of the States of Delaware and Maryland, and
in accordance with customary representations provided by the Trust
and the Corporation in a certificate(s) delivered to SRS&Y, the
reorganization contemplated by this Agreement qualifies as a
"reorganization" under Section 368 of the Code, and thus will not
give rise to the recognition of income, gain or loss for federal
income tax purposes to the Corporation, the Trust or the
shareholders of the Corporation or the Trust;
(d) The Corporation shall have received an opinion of SRS&Y, dated the
Effective Date of the Reorganization, addressed to and in form and
substance reasonably satisfactory to the Corporation, to the effect
that: (i) the Trust is a statutory trust duly formed and in good
standing under the laws of the State of Delaware; (ii) this
Agreement and the transactions contemplated thereby and the
execution and delivery of this Agreement have been duly authorized
and approved by all requisite action of the Trust and this Agreement
has been duly executed and delivered by the Trust and is a legal,
valid and binding agreement of the Trust in accordance with its
terms; and (iii) the shares of the Trust to be issued in the
reorganization have been duly authorized and, upon issuance thereof
in accordance with this Agreement, will have been validly issued and
fully paid and will be nonassessable by the Trust;
(e) The Trust shall have received the opinion of SRS&Y, dated the
Effective Date of the Reorganization, addressed to and in form and
substance reasonably satisfactory to the Trust, to the effect that:
(i) the Corporation is organized, validly existing and in good
standing under the laws of the state of Maryland; (ii) the
Corporation is an open-end investment company of the management type
registered under the 1940 Act; and (iii) this Agreement and the
transactions contemplated hereby and the execution and delivery of
this Agreement have been duly authorized and approved by all
requisite corporate action of the Corporation and this Agreement has
been duly executed and delivered by the Corporation and is a legal,
valid and binding agreement of the Corporation in accordance with
its terms;
(f) The shares of the Series of the Trust to be delivered under this
Agreement shall be eligible for sale with each state commission,
agency or jurisdiction with which such eligibility is required in
order to permit shares of the Series of the Trust lawfully to be
delivered to each shareholder of the Corporation on the Effective
Date of the Reorganization;
(g) This Agreement and the transactions contemplated hereby shall have
been duly adopted and approved by the appropriate action of the
Corporation's Board of Directors and the shareholders of the
Corporation;
(h) The shareholders of the Corporation shall have approved the
transactions contemplated by this Agreement, which approval is
deemed to be approval to direct the Corporation to vote, and the
Corporation shall have voted, as sole shareholder of the
corresponding Series of the Trust, to:
(1) Elect as trustees of the Trust the following individuals:
Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxx, Xxxxxx
Xxxx, Xxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxx;
(2) Approve a Management Agreement between SIA and the Trust on
behalf of the Series of the Trust, which is substantially
identical to the then-current Management Agreement between SIA
and the Corporation;
(i) The Trust's Board of Trustees shall have duly adopted and approved
this Agreement and the transactions contemplated hereby and shall
have taken the following actions by unanimous consent or, where
required, at a meeting duly called for such purposes:
(1) Approval of the Management Agreement described in (h)(2) of
this Section 3 on behalf of the Series of the Trust;
(2) Approval of a Distribution Agreement between UMB Distribution
Services, LLC and the Trust on behalf of the Series of the
Trust, which is substantially identical to the then-current
Distribution Agreement between UMB Distribution Services, LLC
and the Corporation;
(3) Approval of a Custody Agreement between UMB Bank, n.a. and the
Trust on behalf of the Series of the Trust, which is
substantially identical to the then-current Custody Agreement
between UMB Bank, n.a. and the Corporation;
(4) Approval of an Administration and Fund Accounting Agreement
between UMB Fund Services, Inc. and the Trust on behalf of the
Series of the Trust, which is substantially identical to the
then-current Administration and Fund Accounting Agreement
between UMB Fund Services, Inc. and the Corporation;
(5) Approval of a Foreign Custodian Agreement between UMB Bank,
n.a., on behalf of the Series of the Trust, and Citibank,
n.a., which is substantially identical to the then-current
Foreign Custodian Agreement between UMB Bank, n.a., on behalf
of the Corporation, and Citibank, n.a.;
(6) Approval of a Transfer Agency Agreement between UMB Fund
Services, Inc. and the Trust on behalf of the Series of the
Trust, which is substantially identical to the then-current
Transfer Agency Agreement between UMB Fund Services, Inc. and
the Corporation.
(7) Approval of a Retirement Plan Agreement between UMB Fund
Services, Inc. and the Trust on behalf of the Series of the
Trust, which is substantially identical to the then-current
Custodian Agreement between UMB Fund Services, Inc. and the
Corporation;
(8) Selection of BKD, LLP as the Trust's independent auditors for
the fiscal year ending June 30, 2005;
(9) Authorization of the issuance by the Trust, prior to the
Effective Date of the Reorganization, of one share of
beneficial interest of the Series of the Trust to the
Corporation in consideration for the payment of $1.00 for such
share for the purpose of enabling the Corporation to vote on
the matters referred to in paragraph (h) of this Section 3;
(10) Submission of the matters referred to in paragraph (h) of this
Section 3 to the Corporation as sole shareholder of the Series
of the Trust; and
(11) Authorization of the issuance and delivery by the Trust of
shares of the Series of the Trust on the Effective Date of the
Reorganization and the assumption by the Series of the Trust
of the obligations and liabilities of the Corporation in
exchange for the assets of the Corporation pursuant to the
terms and provisions of this Agreement.
At any time prior to the Closing, any of the foregoing conditions may be
waived or amended, or any additional terms and conditions may be fixed, by the
Corporation's Board of Directors or the Trust's Board of Trustees, if, in the
judgment of such Board, such waiver, amendment, term or condition will not
affect in a materially adverse way the benefits intended to be accorded to its
shareholders under this Agreement.
4. DEREGISTRATION AND DISSOLUTION OF THE CORPORATION.
Promptly following the consummation of the distribution of the shares of
the Series of the Trust to holders of the shares of the Corporation under this
Agreement, the officers of the Corporation shall take all steps necessary under
Federal securities law to deregister the Corporation, including filing with the
Commission the Corporation's Application for Deregistration on Form N-8F for
purposes of deregistering the Corporation under the 1940 Act. The officers of
the Corporation shall take all steps necessary under Maryland law to dissolve
its corporate status, including publication of any necessary notices to
creditors, receipt of any necessary pre-dissolution clearances from the State of
Maryland, and filing Articles of Dissolution with the Maryland Department of
Assessments and Taxation.
5. TERMINATION.
The Corporation's Board of Directors may terminate this Agreement and
abandon the reorganization contemplated hereby, notwithstanding approval thereof
by the shareholders of the Corporation, at any time prior to the Effective Date
of the Reorganization if, in the judgment of such Board, the facts and
circumstances make proceeding with this Agreement inadvisable.
6. ENTIRE AGREEMENT.
This Agreement embodies the entire agreement between the Trust and the
Corporation and there are no agreements, understandings, restrictions or
warranties among the Trust and the Corporation other than those set forth herein
or herein provided for.
7. FURTHER ASSURANCES.
The Corporation and the Trust shall take such further action as may be
necessary or desirable and proper to consummate the transactions contemplated
hereby.
8. COUNTERPARTS.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
9. GOVERNING LAW.
This Agreement and the transactions contemplated hereby shall be governed
by and construed and enforced in accordance with the laws of the State of
Delaware.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
IN WITNESS WHEREOF, the Trust and the Corporation have each caused this
Agreement and Plan of Reorganization to be executed on its behalf by a Vice
President and attested by its Secretary or an Assistant Secretary, all as of the
day and year first-above written.
UMB SCOUT TAX-FREE MONEY MARKET FUND, INC.
(a Maryland corporation)
Attest: /s/ Xxxxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
-------------------------- ----------------------------------
Name: Xxxxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx
Title: Secretary Title: Principal Executive Officer
UMB SCOUT FUNDS
(a Delaware statutory trust)
Attest: /s/ Xxxxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
-------------------------- ----------------------------------
Name: Xxxxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx
Title: Secretary Title: Principal Executive Officer
