Common use of Plan of Reorganization Clause in Contracts

Plan of Reorganization. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, FTIT, on behalf of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets (the "Assets"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (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 New TFSCF; and (ii) to deliver to FTIT, on behalf of TFSCF, in accordance with paragraph (b) of this Section 1, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number to the number of full and fractional shares of beneficial interest, without par value, of TFSCF outstanding at the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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.

Plan of Reorganization. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof1. Acquired Fund agrees to sell, FTITassign, on behalf of TFSCF, will convey, transfer and deliver to TGIT, Acquiring Fund on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets (the "Assets"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (including TFSCF's portion of any obligation and liability of FTIT), existing on or after the Effective Exchange Date of the Reorganization (as defined in Section 2 hereofII.4) all of its properties and assets existing at the Valuation Time (as defined in Section II.2(f)). In consideration therefor, whether absoluteAcquiring Fund agrees, accruedon the Exchange Date, contingent or otherwise, including to assume 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 New TFSCF; Acquired Fund existing at the Valuation Time and (ii) to deliver to FTIT, on behalf of TFSCF, in accordance with paragraph Acquired Fund (bi) of this Section 1, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number to the a number of full and fractional Class A shares of beneficial interest, without par value, interest of TFSCF outstanding at Acquiring Fund (the time of calculation of TFSCF's “Class A Merger Shares”) having an aggregate net asset value ("NAV") on equal to the business day immediately preceding the Effective Date value of the Reorganizationassets of Acquired Fund attributable to Class A shares of Acquired Fund transferred to Acquiring Fund on such date less the value of the liabilities of Acquired Fund attributable to Class A shares of Acquired Fund assumed by Acquiring Fund on such date; (ii) a number of full and fractional Class B shares of beneficial interest of Acquiring Fund (the “Class B Merger Shares”) having an aggregate net asset value equal to the value of the assets of Acquired Fund attributable to Class B shares of Acquired Fund transferred to Acquiring Fund on such date less the value of the liabilities of Acquired Fund attributable to Class B shares of Acquired Fund assumed by Acquiring Fund on such date; and (iii) a number of full and fractional Class Y shares of beneficial interest of Acquiring Fund (the “Class Y Merger Shares”) having an aggregate net asset value equal to the value of the assets of Acquired Fund attributable to Class Y shares of Acquired Fund transferred to Acquiring Fund on such date less the value of the liabilities of Acquired Fund attributable to Class Y shares of Acquired Fund assumed by Acquiring Fund on such date. The Class A Merger Shares, the Class B Merger Shares, and the Class Y Merger Shares shall be referred to collectively as the “Merger Shares.” The reorganization contemplated hereby described in this Plan is intended to qualify as be a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986 1986, as amended (the "“Code"”). FTIT shall distribute Before the Exchange Date, Acquired Fund will declare and pay to TFSCF's its shareholders the shares a dividend and/or other distribution in an amount such that it will have distributed all of New TFSCF its net investment income and capital gains as described in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "FTIT Board"Section II.6(c) 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 hereinhereof.

Plan of Reorganization. (a) Upon satisfaction As of the conditions precedent described in Section 3 hereof, FTIT, on behalf of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets (the "Assets"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (including TFSCF's portion of any obligation and liability of FTIT), existing on or after the Effective Date of the Reorganization Time (as defined in Section 2 hereof9, below), whether absolutethe Selling Fund will assign, accrueddeliver, contingent or otherwiseand otherwise transfer all of its assets and good and marketable title to the assets, including free and clear of all fees liens, encumbrances, and expenses adverse claims except as provided in connection with this Agreement, and assign the liabilities (except those, if any, for which fees specific reserves have been set aside) as set forth in a statement of assets and expenses shallliabilities, to be prepared as of the Effective Time (the "Statement of Assets and Liabilities") to the Acquiring Fund. The Acquiring Fund shall acquire all these assets, and shall assume these liabilities of the Selling Fund, in turn, include, without limitation, costs exchange for delivery to the Selling Fund by the Acquiring Fund of legal advice, accounting, printing, mailing, proxy solicitation a number of its Acquiring Fund Shares (both full and transfer taxesfractional) equivalent in value to the Selling Fund Shares of the Selling Fund outstanding immediately prior to the Effective Time. The assets and liabilities (except those, if any, for which specific reserves have been set aside) of the Selling Fund, as set forth in the Statement of Assets and Liabilities, shall be exclusively assigned to and assumed by the Acquiring Fund. All debts, liabilities, obligations, and duties of the Selling Fund, to the extent that they exist at or after the Effective Time and are stated in the Statement of Assets and Liabilities, shall after the Effective Time, attach to the Acquiring Fund and may be enforced against the Acquiring Fund to the same extent as if the same had been incurred by the Acquiring Fund. If the Selling Fund is unable to make delivery of any (collectivelyof its portfolio securities pursuant to this Section to the Acquiring Fund for the reason that any of such securities purchased by the Selling Fund have not yet been delivered to it by the Selling Fund's broker or brokers, then in lieu of such delivery, the "Liabilities"), such Liabilities to become the obligations and liabilities of New TFSCF; and (ii) to Selling Fund shall deliver to FTITthe Acquiring Fund, with respect to these securities, executed copies of an agreement of assignment and due bills executed on behalf of TFSCFsaid broker or brokers, in accordance together with paragraph (b) of this Section 1such other documents as may be required by the Acquiring Fund, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number to the number of full and fractional shares of beneficial interest, without par value, of TFSCF outstanding at the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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 hereinincluding brokers' confirmation slips.

Plan of Reorganization. (a) Upon satisfaction At the Closing Date, each Acquired Fund shall assign, deliver and otherwise transfer all of its assets and good and marketable title thereto, and assign all of the conditions precedent described liabilities as are set forth in Section 3 hereofa statement of assets and liabilities, FTIT, on behalf of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to be prepared as the "Closing"), all of TFSCF's then-existing assets (the "Assets"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (including TFSCF's portion of any obligation and liability of FTIT), existing on or after the Effective Date of the Reorganization Valuation Time (as defined in Section 2 hereof5 of this Agreement) (the “Statement of Assets and Liabilities”), whether absoluteto the corresponding Acquiring Fund, accruedfree and clear of all liens, contingent or otherwise, including all fees encumbrances and expenses adverse claims except as provided in connection with this Agreement, which fees and expenses shalleach Acquiring Fund shall acquire all assets, 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 shall assume all liabilities of New TFSCF; the corresponding Acquired Fund, and (ii) to the Acquiring Fund shall deliver to FTIT, on behalf such Acquired Fund a number of TFSCF, Acquiring Fund Shares (both full and fractional) equivalent in accordance value to the Acquired Fund Shares outstanding immediately prior to the Closing Date. Shareholders of record of shares of an Acquired Fund at the Closing Date shall be credited with paragraph (b) of this Section 1, full and fractional shares of beneficial interestthe corresponding Acquiring Fund. The assets and liabilities of each Acquired Fund shall be exclusively assigned to and assumed by the corresponding Acquiring Fund. All debts, without par valueliabilities, obligations and duties of New TFSCFeach Acquired Fund, equal in number to the number of full extent that they exist at or after the Closing Date, shall after the Closing Date attach to the corresponding Acquiring Fund and fractional shares of beneficial interest, without par value, of TFSCF outstanding at may be enforced against such Acquiring Fund to the time of calculation of TFSCF's net asset value ("NAV") on same extent as if the business day immediately preceding same had been incurred by the Effective Date of the ReorganizationAcquiring Fund. The reorganization contemplated hereby is intended events outlined in this Section 1 are referred to qualify herein collectively as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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“Reorganization.”

Plan of Reorganization. (a) Upon satisfaction At the Closing Date, the Acquired Fund shall assign, deliver and otherwise transfer all of its assets and good and marketable title thereto, and assign all of the conditions precedent described liabilities as are set forth in Section 3 hereofa statement of assets and liabilities, FTIT, on behalf of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to be prepared as the "Closing"), all of TFSCF's then-existing assets (the "Assets"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (including TFSCF's portion of any obligation and liability of FTIT), existing on or after the Effective Date of the Reorganization Valuation Time (as defined in Section 2 hereof5 of this Agreement) (the “Statement of Assets and Liabilities”), whether absoluteto the Surviving Fund, accruedfree and clear of all liens, contingent or otherwise, including all fees encumbrances and expenses adverse claims except as provided in connection with this Agreement, which fees and expenses shallthe Surviving Fund shall acquire all assets, and shall assume all liabilities of the Acquired Fund, and the Surviving Fund shall deliver to the Acquired Fund a number of Surviving Fund Shares and cash in turnlieu of fractional Surviving Fund Shares that in the aggregate are equivalent in value to the Acquired Fund Shares outstanding immediately prior to the Closing Date. Shareholders of record of the Acquired Fund at the Closing Date shall be credited with Surviving Fund Shares and, includeas necessary, without limitationcash in lieu of any outstanding fractional Surviving Fund Shares, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, owned immediately prior to the "Liabilities"), such Liabilities to become the obligations Closing Date. The assets and liabilities of New TFSCF; the Acquired Fund shall be exclusively assigned to and (ii) assumed by the Surviving Fund. All debts, liabilities, obligations and duties of the Acquired Fund, to deliver the extent that they exist at or after the Closing Date, shall after the Closing Date attach to FTIT, on behalf of TFSCF, the Surviving Fund and may be enforced against the Surviving Fund to the same extent as if the same had been incurred by the Surviving Fund. The events outlined in accordance with paragraph (b) of this Section 1, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number 1 are referred to herein collectively as the number of full and fractional shares of beneficial interest, without par value, of TFSCF outstanding at the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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.”

Plan of Reorganization. (a) Upon satisfaction At the Effective Time, the Selling Fund will assign, deliver and otherwise transfer substantially all of its assets and good and marketable title to those assets, free and clear of all liens, encumbrances and adverse claims except as provided in this Agreement, and assign the stated liabilities as set forth in a statement of assets and liabilities, to be prepared as of the conditions precedent described in Section 3 hereof, FTIT, on behalf of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets Effective Time (the "AssetsStatement of Assets and Liabilities"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume the Acquiring Fund. Any assets that are subject to legal restrictions shall not be included in the Statement of Assets and Liabilities and shall not be transferred to the Acquiring Fund and the value of Selling Fund Shares shall be reduced accordingly. Any obligations of the Selling Fund to pay when due current or former shareholders any tender proceeds from assets that are subject to the TRO shall not be included in the Statement of Assets and Liabilities and shall not be transferred to the Acquiring Fund. Any and all obligations that arise out of any action, proceeding, arbitration, or regulatory examination or investigation, whenever commenced, to the extent such obligations arise in connection with assets of the Selling Fund that are subject to the TRO shall not be included in the Statement of Assets and Liabilities and shall not be transferred to the Acquiring Fund. The Acquiring Fund shall acquire all the assets, and shall assume all the liabilities, that are included in the Statement of Assets and Liabilities, in exchange for delivery to the Selling Fund by the Acquiring Fund of a number of its Acquiring Fund Shares (both full and fractional) equivalent in value to the Selling Fund Shares of the Selling Fund, less the value of any assets or liabilities of TFSCF (including TFSCF's portion the Selling Fund that are not included in the Statement of any obligation Assets and liability Liabilities, outstanding immediately prior to the Effective Time. The assets and stated liabilities of FTIT)the Selling Fund, existing on as set forth in the Statement of Assets and Liabilities, shall be exclusively assigned to and assumed by the Acquiring Fund. All debts, liabilities, obligations and duties of the Selling Fund, to the extent that they exist at or after the Effective Date Time and are stated in the Statement of Assets and Liabilities, shall after the Reorganization (Effective Time, attach to the Acquiring Fund and may be enforced against the Acquiring Fund to the same extent as defined if the same had been incurred by the Acquiring Fund. If the Selling Fund is unable to make delivery of any of its portfolio securities listed in the Statement of Assets and Liabilities pursuant to this Section 2 hereof)to the Acquiring Fund for the reason that any of such securities purchased by the Selling Fund have not yet been delivered to it by the Selling Fund's broker or brokers, whether absolute, accrued, contingent or otherwise, including all fees and expenses then in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs lieu of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectivelysuch delivery, the "Liabilities"), such Liabilities to become the obligations and liabilities of New TFSCF; and (ii) to Selling Fund shall deliver to FTITthe Acquiring Fund, with respect to these securities, executed copies of an agreement of assignment and due bills executed on behalf of TFSCFsaid broker or brokers, in accordance together with paragraph (b) of this Section 1such other documents as may be required by the Acquiring Fund, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number to the number of full and fractional shares of beneficial interest, without par value, of TFSCF outstanding at the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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 hereinincluding brokers' confirmation slips.

Plan of Reorganization. (a) Upon satisfaction At the Effective Time, the Selling Fund will assign, deliver and otherwise transfer all of its assets and good and marketable title to the assets, free and clear of all liens, encumbrances and adverse claims except as provided in this Agreement, and assign the stated liabilities as set forth in a statement of assets and liabilities, to be prepared as of the conditions precedent described in Section 3 hereof, FTIT, on behalf of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets Effective Time (the "AssetsStatement of Assets and Liabilities"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to the Acquiring Fund. The Acquiring Fund shall acquire all these assets, and shall assume all these liabilities of the Selling Fund, in exchange for delivery to the Selling Fund by the Acquiring Fund of a number of its Acquiring Fund Shares (both full and pay when due all fractional) equivalent in value to the Selling Fund Shares of the Selling Fund outstanding immediately prior to the Effective Time. The assets and stated liabilities of the Selling Fund, as set forth in the Statement of Assets and Liabilities, shall be exclusively assigned to and assumed by the Acquiring Fund. All debts, liabilities, obligations and liabilities duties of TFSCF (including TFSCF's portion of any obligation and liability of FTIT)the Selling Fund, existing on to the extent that they exist at or after the Effective Date Time and are stated in the Statement of Assets and Liabilities, shall after the Reorganization (Effective Time, attach to the Acquiring Fund and may be enforced against the Acquiring Fund to the same extent as defined in if the same had been incurred by the Acquiring Fund. If the Selling Fund is unable to make delivery of any of its portfolio securities pursuant to this Section 2 hereof)to the Acquiring Fund because any of such securities purchased by the Selling Fund have not yet been delivered to it by the Selling Fund's broker or brokers, whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shallthen, in turn, include, without limitation, costs lieu of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectivelysuch delivery, the "Liabilities"), such Liabilities to become the obligations and liabilities of New TFSCF; and (ii) to Selling Fund shall deliver to FTITthe Acquiring Fund, with respect to these securities, executed copies of an agreement of assignment and due bills executed on behalf of TFSCFthe broker or brokers, in accordance together with paragraph (b) of this Section 1any other documents as may be required by the Acquiring Fund, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number to the number of full and fractional shares of beneficial interest, without par value, of TFSCF outstanding at the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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 hereinincluding brokers' confirmation slips.

Plan of Reorganization. (a) Upon satisfaction At the Effective Time, the Selling Fund will assign, deliver and otherwise transfer all of its assets and good and marketable title to the assets, free and clear of all liens, encumbrances and adverse claims except as provided in this Agreement, and assign the stated liabilities as set forth in a statement of assets and liabilities, to be prepared as of the conditions precedent described in Section 3 hereof, FTIT, on behalf of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets Effective Time (the "AssetsStatement of Assets and Liabilities"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to the Acquiring Fund. The Acquiring Fund shall acquire these assets, and shall assume these liabilities of the Selling Fund, in exchange for delivery to the Selling Fund by the Acquiring Fund of a number of its Acquiring Fund Shares (both full and pay when due all fractional) equivalent in value to the Selling Fund Shares of the Selling Fund outstanding immediately prior to the Effective Time. The assets and stated liabilities of the Selling Fund, as set forth in the Statement of Assets and Liabilities shall be exclusively assigned to and assumed by the Acquiring Fund. All debts, liabilities, obligations and liabilities duties of TFSCF (including TFSCF's portion of any obligation and liability of FTIT)the Selling Fund, existing on to the extent that they exist at or after the Effective Date Time and are stated in the Statement of Assets and Liabilities, shall after the Reorganization (Effective Time attach to the Acquiring Fund and may be enforced against the Acquiring Fund to the same extent as defined if the same had been incurred by the Acquiring Fund. If the Selling Fund is unable to make delivery of any of its portfolio securities pursuant to this Section to the Acquiring Fund for the reason that any of such securities purchased by the Selling Fund have not yet been delivered to it by the Selling Fund's broker or brokers, then 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 lieu of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectivelysuch delivery, the "Liabilities"), such Liabilities to become the obligations and liabilities of New TFSCF; and (ii) to Selling Fund shall deliver to FTITthe Acquiring Fund, with respect to these securities, executed copies of an agreement of assignment and due bills executed on behalf of TFSCFsaid broker or brokers, in accordance together with paragraph (b) of this Section 1such other documents as may be required by the Acquiring Fund, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number to the number of full and fractional shares of beneficial interest, without par value, of TFSCF outstanding at the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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 hereinincluding brokers' confirmation slips.

Plan of Reorganization. (a) Upon satisfaction At the Effective Time, the Acquired Funds will ---------------------- assign, deliver and otherwise transfer all of their assets and good and marketable title thereto, and assign all or substantially all of the conditions precedent described liabilities as are set forth in Section 3 hereofa statement of assets and liabilities, FTIT, on behalf to be prepared as of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets Effective Time (the "AssetsStatement of Assets and Liabilities")) to the Acquiring Funds free and clear of all liens, encumbrances and adverse claims except as provided in this Agreement, and the Acquiring Funds shall acquire all such Assets assets, and shall assume all such liabilities of the Acquired Funds, in exchange for delivery to become the Assets Acquired Funds by the Acquiring Funds of New TFSCFa number of Acquiring Funds Shares (both full and fractional) equivalent in number and value to the Acquired Funds Shares outstanding immediately prior to the Effective Time. In consideration thereof, TGIT, on behalf Shareholders of New TFSCF, agrees record of Institutional Class Shares of an Acquired Fund at the Closing Effective Time will be credited with full and fractional Shares of an Acquiring Fund and Shareholders of record of Institutional Service Class Shares of an Acquired Fund at the Effective Time will be credited with full and fractional Shares of an Acquiring Fund. Currently, no Institutional Service Class Shares are outstanding. At the Effective Time, each shareholder of record of an Acquired Fund as of the record date (ithe "Distribution Record Date") with respect to assume any unpaid dividends and pay when due all other distributions that were declared before the Effective Time shall have the right to receive such unpaid dividends and distributions with respect to the shares of such Acquired Fund that such person held on the Distribution Record Date. The assets and stated liabilities of the Acquired Funds shall be exclusively assigned to and assumed by the Acquiring Funds. All debts, liabilities, obligations and liabilities duties of TFSCF (including TFSCF's portion of any obligation and liability of FTIT)the Acquired Funds, existing on to the extent that they exist at or after the Effective Date of Time shall after 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 New TFSCF; and (ii) to deliver to FTIT, on behalf of TFSCF, in accordance with paragraph (b) of this Section 1, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number Effective Time attach to the number of full Acquiring Funds and fractional shares of beneficial interest, without par value, of TFSCF outstanding at may be enforced against the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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 Acquiring Funds to the consummation of same extent as if the Reorganization described hereinsame had been incurred by the Acquiring Funds.

Plan of Reorganization. (a) Upon satisfaction At the Effective Time, the Acquired Fund will assign, deliver and otherwise transfer all of its assets and good and marketable title thereto, and assign all of the conditions precedent described liabilities as are set forth in Section 3 hereofa statement of assets and liabilities, FTIT, on behalf to be prepared as of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets Valuation Time (the "AssetsStatement of Assets and Liabilities")) to the Acquiring Fund free and clear of all liens, encumbrances and adverse claims except as provided in this Agreement, and the Acquiring Fund shall acquire all such Assets assets, and shall assume all such liabilities of the Acquired Fund, in exchange for delivery to become the Assets Acquired Fund by the Acquiring Fund of New TFSCF. In consideration thereof, TGIT, on behalf a number of New TFSCF, agrees Acquiring Fund Shares (both full and fractional) equivalent in number and value to the Acquired Fund Shares outstanding at the Closing Valuation Time. Shareholders of record of Institutional Class Shares of the Acquired Fund at the Effective Time will be credited with full and fractional Institutional Class Shares of the Acquiring Fund. At the Effective Time, each shareholder of record of the Acquired Fund as of the record date (ithe "Distribution Record Date") with respect to assume any unpaid dividends and pay when due all other distributions that were declared before the Effective Time, shall have the right to receive such unpaid dividends and distributions with respect to the shares of such Acquired Fund that such person held on the Distribution Record Date. The assets and stated liabilities of the Acquired Fund shall be exclusively assigned to and assumed by the Acquiring Fund. All debts, liabilities, obligations and liabilities duties of TFSCF (including TFSCF's portion of any obligation and liability of FTIT)the Acquired Fund, existing on to the extent that they exist at or after the Effective Date of Time shall after 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 New TFSCF; and (ii) to deliver to FTIT, on behalf of TFSCF, in accordance with paragraph (b) of this Section 1, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number Effective Time attach to the number of full Acquiring Fund and fractional shares of beneficial interest, without par value, of TFSCF outstanding at may be enforced against the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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 Acquiring Fund to the consummation of same extent as if the Reorganization described hereinsame had been incurred by the Acquiring Fund.

Plan of Reorganization. (a) Upon satisfaction If in any Insolvency Proceeding involving an Obligor, debt obligations or equity interests of the conditions precedent described reorganized debtor, whether or not secured by Liens upon any property of the reorganized debtor, are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, (i) on account of Senior Creditor Indebtedness, or (ii) on account of the Subordinated Creditor Indebtedness, or (iii) all on account of the Senior Creditor Indebtedness and the Subordinated Creditor Indebtedness, then the Subordinated Creditors shall have the right to receive such debt obligations or equity interests so long as the provisions of this Agreement (x) survive the distribution of such debt obligations or equity interests pursuant to such plan and (y) apply with like effect to such debt obligations and equity interests and the Liens securing such debt obligations and equity interests. The Subordinated Creditors shall not propose or support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement. Notwithstanding anything which may be construed to the contrary contained in Section 3 hereofthis Agreement, FTITthe Subordinated Agent, on behalf of TFSCFthe Subordinated Creditors, will conveyis not prohibited from proposing an alternative plan of reorganization to a plan proposed by an Obligor and supported by the Senior Agent, transfer so long as such alternative plan of reorganization (I) could reasonably be expected to become effective prior to a date which is 120 days following the date of the filing by the applicable Obligor of its plan of reorganization and deliver to TGITdisclosure statement, on behalf and (II) provides for a recovery by Senior Creditors of New TFSCF, at least the closing same percentage of their total claim in cash as provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets (plan supported by the "Assets"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (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 New TFSCF; and (ii) to deliver to FTIT, on behalf of TFSCF, in accordance with paragraph (b) of this Section 1, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number to the number of full and fractional shares of beneficial interest, without par value, of TFSCF outstanding at the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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 hereinSenior Agent.

Plan of Reorganization. (a) Upon satisfaction As of the conditions precedent described in Section 3 hereof, FTIT, on behalf of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets (the "Assets"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (including TFSCF's portion of any obligation and liability of FTIT), existing on or after the Effective Date of the Reorganization Time (as defined in Section 2 hereof9, below), whether absolutethe Selling Fund will assign, accrueddeliver, contingent or otherwiseand otherwise transfer all of its assets and good and marketable title to the assets, including free and clear of all fees liens, encumbrances, and expenses adverse claims except as provided in connection with this Agreement, which fees and expenses shallassign the stated liabilities as set forth in a statement of assets and liabilities, to be prepared as of the Effective Time (the "Statement of Assets and Liabilities") to the Acquiring Fund. The Acquiring Fund shall acquire all these assets, and shall assume all these liabilities of the Selling Fund, in turnexchange for delivery to the Selling Fund by the Acquiring Fund of a number of its Acquiring Fund Shares (both full and fractional) equivalent in value to the Selling Fund Shares of the Selling Fund outstanding immediately prior to the Effective Time. The assets and stated liabilities of the Selling Fund, includeas set forth in the Statement of Assets and Liabilities, without limitationshall be exclusively assigned to and assumed by the Acquiring Fund. All debts, costs liabilities, obligations, and duties of legal advicethe Selling Fund, accountingto the extent that they exist at or after the Effective Time and are stated in the Statement of Assets and Liabilities, printingshall after the Effective Time, mailingattach to the Acquiring Fund and may be enforced against the Acquiring Fund to the same extent as if the same had been incurred by the Acquiring Fund. If the Selling Fund is unable to make delivery of any of its portfolio securities pursuant to this Section to the Acquiring Fund for the reason that any of such securities purchased by the Selling Fund have not yet been delivered to it by the Selling Fund's broker or brokers, proxy solicitation and transfer taxes, if any (collectivelythen in lieu of such delivery, the "Liabilities"), such Liabilities to become the obligations and liabilities of New TFSCF; and (ii) to Selling Fund shall deliver to FTITthe Acquiring Fund, with respect to these securities, executed copies of an agreement of assignment and due bills executed on behalf of TFSCFsaid broker or brokers, in accordance together with paragraph (b) of this Section 1such other documents as may be required by the Acquiring Fund, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number to the number of full and fractional shares of beneficial interest, without par value, of TFSCF outstanding at the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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 hereinincluding brokers' confirmation slips.

Plan of Reorganization. (a) Upon satisfaction At the Closing Date, the Acquired Fund shall assign, deliver and otherwise transfer all of its assets and good and marketable title thereto, and assign all of the conditions precedent described liabilities as are set forth in Section 3 hereofa statement of assets and liabilities, FTIT, on behalf of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to be prepared as the "Closing"), all of TFSCF's then-existing assets (the "Assets"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (including TFSCF's portion of any obligation and liability of FTIT), existing on or after the Effective Date of the Reorganization Valuation Time (as defined in Section 2 hereof5 of this Agreement) (the Statement of Assets and Liabilities), whether absoluteto the Surviving Fund, accruedfree and clear of all liens, contingent or otherwise, including all fees encumbrances and expenses adverse claims except as provided in connection with this Agreement, which fees and expenses shallthe Surviving Fund shall acquire all assets, and shall assume all liabilities of the Acquired Fund, and the Surviving Fund shall deliver to the Acquired Fund a number of Surviving Fund Shares and cash in turnlieu of fractional Surviving Fund Shares that in the aggregate are equivalent in value to the Acquired Fund Shares outstanding immediately prior to the Closing Date. Shareholders of record of the Acquired Fund at the Closing Date shall be credited with Surviving Fund Shares and, includeas necessary, without limitationcash in lieu of any outstanding fractional Surviving Fund Shares, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, owned immediately prior to the "Liabilities"), such Liabilities to become the obligations Closing Date. The assets and liabilities of New TFSCF; the Acquired Fund shall be exclusively assigned to and (ii) assumed by the Surviving Fund. All debts, liabilities, obligations and duties of the Acquired Fund, to deliver the extent that they exist at or after the Closing Date, shall after the Closing Date attach to FTIT, on behalf of TFSCF, the Surviving Fund and may be enforced against the Surviving Fund to the same extent as if the same had been incurred by the Surviving Fund. The events outlined in accordance with paragraph (b) of this Section 1, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number 1 are referred to the number of full and fractional shares of beneficial interest, without par value, of TFSCF outstanding at the time of calculation of TFSCF's net asset value ("NAV") on the business day immediately preceding the Effective Date of herein collectively as 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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.

Plan of Reorganization. (a) Upon satisfaction Promptly prepare and file a Plan of Reorganization incorporating the terms of this Agreement and promptly prepare and file a Disclosure Statement with respect thereto and otherwise take such steps as may be necessary to cause the approval of such Plan of Reorganization by its creditors and Confirmation of the conditions precedent described in Section 3 hereof, FTIT, on behalf Plan of TFSCF, will convey, transfer and deliver to TGIT, on behalf Reorganization by the Bankruptcy Court. The Plan of New TFSCF, at Reorganization shall incorporate the closing provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets (the "Assets"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (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 New TFSCF; and (ii) to deliver to FTIT, on behalf of TFSCF, in accordance with paragraph (b) terms of this Section 1, full Agreement and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number to the number of full and fractional shares of beneficial interest, without par value, of TFSCF outstanding shall provide that at the time of calculation Merger, the Company shall have no assets, other than rights to the Producer Payments, or liabilities fixed or contingent, including obligations under executory contracts, all of TFSCF's net asset value ("NAV") on which shall have been discharged by reason of such Confirmation to the business day immediately preceding full extent provided in 28 U.S.C. § 1141. In addition, the Plan of Reorganization shall provide that the unsecured creditors’ rights to 50% of each and every Producer Payment as provided in Section 5.4 herein, received by the Surviving Entity, shall be in complete satisfaction, discharge and release of all of the liabilities, claims, liens, obligations and causes of action against the Company and its assets regardless of whether the Surviving Entity produces and sells ethanol or any Producer Payments are distributed to the unsecured creditors pursuant to the Plan. Accordingly, the Plan of Reorganization shall state that all of the Company’s property not otherwise distributed pursuant to the Plan, shall remain the property of the Company and the Surviving Entity as of the Effective Date Date, free and clear of all claims, liens, encumbrances, charges, rights and interests of creditors and equity security holders and the Surviving Entity may operate its business and use, acquire and dispose of property without supervision of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning Bankruptcy Court, free of Section 368 any restrictions of the Internal Revenue Bankruptcy Code or Bankruptcy Rules other than those restrictions expressly imposed by the Plan of 1986 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement Reorganization and the resolutions of the Board of Trustees of FTIT (the "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 hereinConfirmation Order.

Plan of Reorganization. At the Closing (a) Upon satisfaction of the conditions precedent described in Section 3 hereofas defined below), FTITeach Trust, on behalf of TFSCFits respective Acquired Funds will convey to the corresponding Acquiring Fund, will conveyfree and clear of all liens, transfer encumbrances, and deliver claims whatsoever, all assets and property of every description and all interests, rights, privileges and powers of the Acquired Fund including, without limitation, all cash (including that derived from the liquidation of its assets in exchange for cash), securities, commodities and futures interests, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, without limitation, any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims, or regulator or government-established investor recovery fund claims, and any and all resulting recoveries) and dividends or interest receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing, except for cash, bank deposits or cash equivalent securities in an amount necessary to TGITpay the estimated costs of extinguishing any Liabilities (as defined below) and cash in an amount necessary to pay any distributions pursuant to paragraph b. of this Section 1 (collectively, the “Assets”). In exchange for each Acquired Fund’s Assets, each Trust, on behalf of New TFSCFits corresponding Acquiring Funds will assume all liabilities, at debts, obligations and duties of any nature, whether accrued absolute, contingent or otherwise (the closing provided for “Liabilities”) of the Acquired Fund and deliver to the Acquired Fund, shares of its corresponding class (if applicable) of the Acquiring Fund as identified in the table above, including fractional shares (calculated to the third decimal place). The number of shares to be issued by each Acquiring Fund will be determined by dividing the aggregate net asset value of the shares of the corresponding share class (if applicable), respectively, of each Acquired Fund, computed as described in Section 2 (hereinafter referred to as the "Closing"2(a), by the net asset value of one share of the corresponding share class (if any) of the corresponding Acquiring Fund, computed as described in Section 2(b). Each Trust shall use commercially reasonable efforts to identify all of TFSCF's then-existing assets (the "Assets")Liabilities of each of its Acquired Funds, such Assets prior to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (including TFSCF's portion of any obligation and liability of FTIT), existing on or after the Effective Valuation Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent below) and shall discharge all such known Liabilities on 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 New TFSCF; and (ii) to deliver to FTIT, on behalf of TFSCF, in accordance with paragraph (b) of this Section 1, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number to the number of full and fractional shares of beneficial interest, without par value, of TFSCF outstanding at the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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 Valuation Date. At and after the Closing, all Liabilities of each Acquired Fund will attach to the Reorganization described hereincorresponding Acquiring Fund and may thenceforth be enforced against the Acquiring Fund to the same extent as if the same had been incurred by it.

Plan of Reorganization. (a) Upon satisfaction At the Closing Date, the Acquired Fund shall assign, deliver and otherwise transfer all of its assets and good and marketable title thereto, and assign all of the conditions precedent described liabilities as are set forth in Section 3 hereofa statement of assets and liabilities, FTIT, on behalf of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to be prepared as the "Closing"), all of TFSCF's then-existing assets (the "Assets"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (including TFSCF's portion of any obligation and liability of FTIT), existing on or after the Effective Date of the Reorganization Valuation Time (as defined in Section 2 hereof5 of this Agreement) (the Statement of Assets and Liabilities), whether absoluteto the Surviving Fund, accruedfree and clear of all liens, contingent or otherwise, including all fees encumbrances and expenses adverse claims except as provided in connection with this Agreement, which fees and expenses shallthe Surviving Fund shall acquire all assets, and shall assume all liabilities of the Acquired Fund, and the Surviving Fund shall deliver to the Acquired Fund a number of Surviving Fund Shares (both full and fractional) equivalent in turn, include, without limitation, costs value to the Acquired Fund Shares outstanding immediately prior to the Closing Date. Shareholders of legal advice, accounting, printing, mailing, proxy solicitation record of Class A Shares of the Acquired Fund at the Closing Date shall be credited with full and transfer taxes, if any (collectively, fractional Class A Shares of the "Liabilities"), such Liabilities to become Surviving Fund. Shareholders of record of Class D Shares of the obligations Acquired Fund at the Closing Date shall be credited with full and fractional Class D Shares of the Surviving Fund. Shareholders of record of Class I Shares of the Acquired Fund at the Closing Date shall be credited with full and fractional Class I Shares of the Surviving Fund. The assets and liabilities of New TFSCF; the Acquired Fund shall be exclusively assigned to and (ii) assumed by the Surviving Fund. All debts, liabilities, obligations and duties of the Acquired Fund, to deliver the extent that they exist at or after the Closing Date, shall after the Closing Date attach to FTIT, on behalf of TFSCF, the Surviving Fund and may be enforced against the Surviving Fund to the same extent as if the same had been incurred by the Surviving Fund. The events outlined in accordance with paragraph (b) of this Section 1, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number 1 are referred to the number of full and fractional shares of beneficial interest, without par value, of TFSCF outstanding at the time of calculation of TFSCF's net asset value ("NAV") on the business day immediately preceding the Effective Date of herein collectively as 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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 herein2.

Plan of Reorganization. (a) a. Upon satisfaction of the conditions precedent described in Section 3 hereof, FTITthe Fund hereby irrevocably and automatically assigns, on behalf of TFSCF, will convey, transfer conveys and deliver transfers to TGIT, on behalf of New TFSCF, the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the "“Closing"), ”) all of TFSCF's the Fund’s then-existing assets (the "“Assets"”), which Assets and assignment conveyance and transfer are subject to the security interest granted by the Fund pursuant to the Loan and Security Agreement dated as of March 1, 2012 among the Fund, the Lenders party thereto and Deutsche Bank AG, as Agent, in those Assets constituting “Collateral” under and as defined in such Assets to become Loan and Security Agreement (the Assets of New TFSCF“Security Interest”). In consideration thereof, TGIT, on behalf of New TFSCF, agrees the DE Trust shall at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (including TFSCF's portion of any obligation and liability of FTIT)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 New TFSCFthe DE Trust; and (ii) to deliver to FTIT, on behalf of TFSCF, the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each class of shares of beneficial interest, without par valuevalue $0.001 per share, of New TFSCFthe DE Trust, equal in number to the number of full and fractional shares of the corresponding class of shares of beneficial interest, without par value, interest of TFSCF the Fund outstanding at the time of calculation of TFSCF's 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 1986, as amended (the "“Code"”). FTIT The Fund shall distribute to TFSCF's the Fund’s shareholders the shares of New TFSCF the DE Trust in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT the Fund (the "FTIT Board"“Board of Trustees”) 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.

Plan of Reorganization. (a) Upon satisfaction At the Effective Time, the Acquired Funds will ---------------------- assign, deliver and otherwise transfer all of their assets and good and marketable title thereto, and assign all or substantially all of the conditions precedent described liabilities as are set forth in Section 3 hereofa statement of assets and responsibilities, FTIT, on behalf to be prepared as of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets Effective Time (the "AssetsStatement of Assets and Liabilities")) to the Acquiring Funds free and clear of all liens, encumbrances and adverse claims except as provided in this Agreement, and the Acquiring Funds shall acquire all such Assets assets, and shall assume all such liabilities of the Acquired Funds, in exchange for delivery to become the Assets Acquired Funds by the Acquiring Funds of New TFSCFa number of Acquiring Funds Shares (both full and fractional) equivalent in number and value to the Acquired Funds Shares outstanding immediately prior to the Effective Time. In consideration thereof, TGIT, on behalf Shareholders of New TFSCF, agrees record of Institutional Class Shares of an Acquired Fund at the Closing Effective Time will be credited with full and fractional __ Shares of an Acquiring Fund and Shareholders of record of Institutional Service Class Shares of an Acquired Fund at the Effective Time will be credited with full and fractional __ Shares of an Acquiring Fund. At the Effective Time, each shareholder of record of an Acquired Fund as of the record date (ithe "Distribution Record Date") with respect to assume any unpaid dividends and pay when due all other distributions that were declared before the Effective Time shall have the right to receive such unpaid dividends and distributions with respect to the shares of such Acquired Fund that such person held on the Distribution Record Date. The assets and stated liabilities of the Acquired Funds shall be exclusively assigned to and assumed by the Acquiring Funds. All debts, liabilities, obligations and liabilities duties of TFSCF (including TFSCF's portion of any obligation and liability of FTIT)the Acquired Funds, existing on to the extent that they exist at or after the Effective Date of Time shall after 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 New TFSCF; and (ii) to deliver to FTIT, on behalf of TFSCF, in accordance with paragraph (b) of this Section 1, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number Effective Time attach to the number of full Acquiring Funds and fractional shares of beneficial interest, without par value, of TFSCF outstanding at may be enforced against the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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 Acquiring Funds to the consummation of same extent as if the Reorganization described hereinsame had been incurred by the Acquiring Funds.

Plan of Reorganization. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof1. The Acquired Fund agrees to sell, FTITassign, on behalf of TFSCF, will convey, transfer and deliver to TGIT, the Acquiring Fund on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets (the "Assets"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (including TFSCF's portion of any obligation and liability of FTIT), existing on or after the Effective Exchange Date of the Reorganization (as defined in Section 2 hereofII.4) all of its properties and assets existing at the Valuation Time (as defined in Section II.2(f), 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). In consideration therefor, the "Liabilities")Acquiring Fund agrees, such Liabilities on the Exchange Date, to become assume all of the obligations and liabilities of New TFSCF; the Acquired Fund existing at the Valuation Time and (ii) to deliver to FTIT, on behalf of TFSCF, in accordance with paragraph the Acquired Fund (bi) of this Section 1, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number to the a number of full and fractional Class A shares of beneficial interest, without par value, interest of TFSCF outstanding at the time of calculation of TFSCF's Acquiring Fund having an aggregate net asset value ("NAV") on equal to the business day immediately preceding the Effective Date value of the Reorganizationassets of the Acquired Fund attributable to Class A shares of the Acquired Fund transferred to the Acquiring Fund on such date less the value of the liabilities of the Acquired Fund attributable to Class A shares of the Acquired Fund assumed by the Acquiring Fund on such date (the “Class A Merger Shares”); (ii) a number of full and fractional Class B shares of beneficial interest of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund attributable to Class B shares of the Acquired Fund transferred to the Acquiring Fund on such date less the value of the liabilities of the Acquired Fund attributable to Class B shares of the Acquired Fund assumed by the Acquiring Fund on such date (the “Class B Merger Shares”); and (iii) a number of full and fractional Class Y shares of beneficial interest of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund attributable to Class Y shares of the Acquired Fund transferred to the Acquiring Fund on such date less the value of the liabilities of the Acquired Fund attributable to Class Y shares of the Acquired Fund assumed by the Acquiring Fund on such date (the “Class Y Merger Shares”). The reorganization contemplated hereby is intended to qualify as a reorganization within Class A Merger Shares, the meaning of Section 368 of the Internal Revenue Code of 1986 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement Class B Merger Shares and the resolutions Class Y Merger Shares shall be referred to collectively as the “Merger Shares.” Before the Exchange Date, the Acquired Fund will declare and pay to its shareholders a dividend and/or other distribution in an amount such that it will have distributed all of the Board of Trustees of FTIT (the "FTIT Board"its net investment income and capital gains as described in Section II.6(c) 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 hereinhereof.

Plan of Reorganization. (a) Upon satisfaction At the Effective Time, each Acquired Fund will assign, deliver and otherwise transfer all of its assets and good and marketable title thereto, free and clear of all liens, encumbrances and adverse claims except as provided in this Agreement, and assign all or substantially all of its liabilities as are set forth in a statement of assets and liabilities, to be prepared as of the conditions precedent described in Section 3 hereof, FTIT, on behalf of TFSCF, will convey, transfer and deliver to TGIT, on behalf of New TFSCF, at the closing provided for in Section 2 (hereinafter referred to as the "Closing"), all of TFSCF's then-existing assets Effective Time (the "AssetsStatement of Assets and Liabilities"), such Assets to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to the corresponding Acquiring Fund and each Acquiring Fund shall acquire all such assets, and shall assume all such liabilities of the corresponding Acquired Fund, in exchange for delivery to the corresponding Acquired Fund by such Acquiring Fund of a number of its Acquiring Funds Shares (both full and pay when due all fractional) equivalent in value to the Acquired Funds Shares of the corresponding Acquired Fund outstanding immediately prior to the Effective Time. The assets and stated liabilities of each Acquired Fund, as set forth in the Statement of Assets and Liabilities attached hereto as Exhibit A, shall be exclusively assigned to and assumed by the corresponding Acquiring Fund. All debts, liabilities, obligations and liabilities duties of TFSCF (including TFSCF's portion of any obligation and liability of FTIT)each Acquired Fund, existing on to the extent that they exist at or after the Effective Date Time and are stated in the Statement of Assets and Liabilities, shall after 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 New TFSCF; and (ii) to deliver to FTIT, on behalf of TFSCF, in accordance with paragraph (b) of this Section 1, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number Effective Time attach to the number of full corresponding Acquiring Fund and fractional shares of beneficial interest, without par value, of TFSCF outstanding at may be enforced against the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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 corresponding Acquiring Fund to the consummation of same extent as if the Reorganization described hereinsame had been incurred by the corresponding Acquiring Fund.

Plan of Reorganization. On or before the Closing (a) Upon satisfaction as defined below), the Acquired Fund shall reduce all, or substantially all, of its assets to cash denominated in U.S. currency. At the conditions precedent described in Section 3 hereofClosing, FTITthe Trust, on behalf of TFSCFthe Acquired Fund will convey to the Acquiring Fund, will conveyfree and clear of all liens, transfer encumbrances, and deliver claims whatsoever, all assets and property of every description and all interests, rights, privileges and powers of the Acquired Fund including, without limitation, all cash (including that derived from the liquidation of its assets in exchange for cash), securities, commodities and futures interests, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, without limitation, any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims, or regulator or government-established investor recovery fund claims, and any and all resulting recoveries) and dividends or interest receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing, except for cash, bank deposits or cash equivalent securities in an amount necessary to TGITpay the estimated costs of extinguishing any Liabilities (as defined below) and cash in an amount necessary to pay any distributions pursuant to paragraph b. of this Section 2 (collectively, the “Assets”). In exchange for the Acquired Fund’s Assets, the Trust, on behalf of New TFSCFthe Acquiring Fund will assume all liabilities, at debts, obligations and duties of any nature, whether accrued absolute, contingent or otherwise (the closing provided for “Liabilities”) of the Acquired Fund and deliver to the Acquired Fund Class 1 and Class 2 shares, as applicable, of the Acquiring Fund, including fractional shares (calculated to the third decimal place). The number of Class 1 and Class 2 shares to be issued by the Acquiring Fund will be determined by dividing the aggregate net asset value of the Class 1 and Class 2 4382577v.4 shares, respectively, of the Acquired Fund, computed as described in Section 2 (hereinafter referred to as the "Closing"3(a), by the net asset value of one share of Class 1 shares and Class 2 shares, respectively of the Acquiring Fund, computed as described in Section 3(b). The Trust shall use commercially reasonable efforts to identify all of TFSCF's then-existing assets (the "Assets")Acquired Fund’s Liabilities, such Assets prior to become the Assets of New TFSCF. In consideration thereof, TGIT, on behalf of New TFSCF, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of TFSCF (including TFSCF's portion of any obligation and liability of FTIT), existing on or after the Effective Valuation Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent below) and shall discharge all such known Liabilities on 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 New TFSCF; and (ii) to deliver to FTIT, on behalf of TFSCF, in accordance with paragraph (b) of this Section 1, full and fractional shares of beneficial interest, without par value, of New TFSCF, equal in number to the number of full and fractional shares of beneficial interest, without par value, of TFSCF outstanding at the time of calculation of 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 (the "Code"). FTIT shall distribute to TFSCF's shareholders the shares of New TFSCF in accordance with this Agreement and the resolutions of the Board of Trustees of FTIT (the "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 Valuation Date. At and after the Closing, all Liabilities of the Reorganization described hereinAcquired Fund will attach to the Acquiring Fund and may thenceforth be enforced against the Acquiring Fund to the same extent as if the same had been incurred by it.