Contract

On September 27, 2011, the Board of Trustees of ▇▇▇▇▇ and Power Funds Trust (the "Trust") approved a proposed Agreement and Plan of Reorganization (the “Plan”). Effective December 31, 2011, pursuant to the Plan, ▇▇▇▇▇ and Power Growth Fund, the sole then-existing series of ▇▇▇▇▇ and Power Growth Fund, Inc. (a Minnesota corporation registered under the 1940 Act), and ▇▇▇▇▇ and Power Balanced Fund, the sole then-existing series of ▇▇▇▇▇ and Power Balanced Fund, Inc. (a Minnesota corporation registered under the 1940 Act) were each reorganized into a corresponding newly formed series of the Trust.

The series of the Trust into which the series of ▇▇▇▇▇ and Power Growth Fund, Inc. and ▇▇▇▇▇ and Power Balanced Fund, Inc. reorganized pursuant to the Plan were formed solely to acquire the assets and liabilities of the Funds in a tax-free reorganization. As a tax-free reorganization, any unrealized appreciation or depreciation on the securities on the date of the reorganization was treated as a non-taxable event, thus the cost basis of the securities held reflect their historical cost basis as of the date of transfer.