Common use of CLOSING AND CLOSING DATE Clause in Contracts

CLOSING AND CLOSING DATE. The Closing Date shall be January 5, 2001, or such later date as the parties may mutually agree in writing. The Closing shall take place at the principal office of the Trust, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in the event that on the Closing Date, (a) the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds shall deliver at the Closing a list of names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide evidence satisfactory to the Governor Funds that such shares of beneficial interest of the Class A Shares of the Vision Portfolio have been registered in an open account on the books of the Vision Portfolio in such manner as the Governor Funds may request.

CLOSING AND CLOSING DATE. The Closing Date shall be January 5, 2001, or such later date as the parties may mutually agree in writing. The Closing shall take place at the principal office of the Trust, ▇5▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in the event that on the Closing Date, (a) the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, ▇.P.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds shall deliver at the Closing a list of names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide evidence satisfactory to the Governor Funds that such shares of beneficial interest of the Class A Shares of the Vision Portfolio have been registered in an open account on the books of the Vision Portfolio in such manner as the Governor Funds may request.

CLOSING AND CLOSING DATE. The Closing Date shall be January 5, 2001, or such later date as the parties may mutually agree in writing3.1. The Closing shall take place on the Valuation Date or on the next business day following the Valuation Date (the “Closing Date”). The Closing shall be held as of 9:00 a.m. Eastern time, or at such other time as the parties may agree. The Closing shall be held in a location mutually agreeable to the parties hereto. All acts taking place at the principal office Closing shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the TrustClosing Date unless otherwise provided. 3.2. Portfolio securities held by Acquired Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to State Street Bank and Trust Company (the “Custodian”), as custodian for Acquiring Fund, for examination no later than five business days preceding the Valuation Date. Such portfolio securities (together with any cash or other assets) shall be delivered by Acquired Fund to the Custodian for the account of Acquiring Fund on or before the Closing Date in conformity with applicable custody provisions under the 1940 Act and duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers. The portfolio securities shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of a Federal Funds wire, payable to the order of “State Street Bank and Trust Company, Custodian for ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on the first business day following the Closing DateInstitutional Fund, Inc.” 3.3. Notwithstanding anything herein to the contrary, in In the event that on the Closing Valuation Date, (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, in the judgment of both the Trust or Governor FundsCompany, on behalf of Acquiring Fund, and Acquired Fund accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Acquired Fund Assets is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, disruption and reporting shall have been restored and accurate appraisal restored. 3.4. If requested, Acquired Fund shall deliver to the Company, on behalf of Acquiring Fund, or its designee (a) at the Closing, a list, certified by Acquired Fund’s Secretary, of the value names, addresses and taxpayer identification numbers of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds shall deliver at the Closing a list of names and addresses of the Acquired Fund shareholders of record of the Investor Shares of the Governor Portfolio and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding Acquired Fund shares owned by each such Acquired Fund shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Valuation Date, certified by its transfer agentand (b) as soon as practicable after the Closing, or by its President all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the best of Acquired Fund shareholders’ taxpayer identification numbers and their knowledge and beliefliability for or exemption from back-up withholding. The Trust Company, on behalf of Acquiring Fund, shall issue and deliver to such Secretary a certificate or certificates confirmation evidencing Class A delivery of Acquiring Fund Shares of the Vision Portfolio to be delivered at credited on the Closing Date to said transfer agent registered in such manner as the Governor Funds may request, Acquired Fund or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to Acquired Fund’s account on the books of Acquiring Fund. At the Vision Portfolio in Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5March 28, 20012025, or such later other date as the parties parties, through their duly authorized officers, may mutually agree in writingagree. All acts taking place at the Closing shall be deemed to take place simultaneously on the Closing Date unless otherwise provided. The Closing shall take place be held at 5:00 p.m., Eastern time, at the principal office offices of the TrustThe Bank of New York Mellon, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ , or such other time and/or place as the parties may mutually agree. 3.2 The Custodian shall deliver at 9:00 a.m. Eastern Time the Closing a certificate of an authorized officer stating that the Mutual Fund’s Assets have been delivered in proper form to the Acquiring ETF on the first business day following the Closing Date. Notwithstanding anything herein The Mutual Fund’s portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 1940 Act) or with a permitted counterparty or futures commission merchant (as defined in Rule 17f-6 under the 1940 Act) shall be delivered to the contraryCustodian as of the Closing Date by book entry, in accordance with the event that customary practices of the Custodian. The cash to be transferred by the Mutual Fund shall be delivered to the Custodian for the account of the Acquiring ETF by wire transfer of federal funds, or such other method as shall be mutually agreed upon by the parties hereto, on the Closing Date, . 3.3 If on the Valuation Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Mutual Fund shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio Mutual Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal of or such other date as the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. parties hereto may agree. 3.4 The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds Mutual Fund’s transfer agent shall deliver at the Closing a list certificate of an authorized officer stating that its records contain the names and addresses of the Mutual Fund shareholders of record of the Investor Shares of the Governor Portfolio and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding shares owned by each such shareholderMutual Fund shareholder immediately prior to the Closing (for the avoidance of doubt, indicating thereon which such shares this does not include information regarding any Mutual Fund shareholder whose Mutual Fund Shares are represented by outstanding certificates redeemed immediately prior to the Closing as described in paragraph 1.3). The Acquiring ETF’s transfer agent shall issue and which by book-entry accounts, all as of deliver to the close of business Company’s Secretary a confirmation evidencing the Acquiring ETF Shares to be credited on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide evidence satisfactory to the Governor Funds Company that such shares of beneficial interest of the Class A Acquiring ETF Shares of the Vision Portfolio have been registered in an open credited to the Mutual Fund’s account on the books of the Vision Portfolio in Acquiring ETF. 3.5 At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request. 3.6 If the Mutual Fund is unable to make delivery to the Custodian pursuant to paragraph 3.2 of any of the Assets for the reason that any of such Assets have not yet been delivered to the Mutual Fund by the Mutual Fund’s broker, dealer or other counterparty, then, in lieu of such delivery, the Mutual Fund shall deliver with respect to said Assets executed copies of an agreement of assignment and due bills executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by the Acquiring ETF or the Custodian, including broker confirmation slips.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 518, 20012002, or such later date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise provided. The Closing shall take place be held as of 5:00 p.m. at the principal office offices of the TrustSalomon Smith Barney Inc., ___________________, New York, New York _____, ▇▇ ▇▇ ▇▇▇▇ o▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on ime and/or place as the first business day following the Closing Dateparties may agree. 3.2. Notwithstanding anything herein to the contrary, in In the event that on the Closing Date, Valuation Date (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Fund shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Fundsrestored. 3.3. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds Fund shall deliver at the Closing a list of the names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio Fund's Shareholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding shares owned by each such shareholdershareholder immediately prior to the Closing, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as certified on behalf of the close Fund by the Chairman of business on the Closing Date, certified by its transfer agent, or by its President to Board of the best of their knowledge and beliefFund. The Trust Acquiring Fund shall issue and deliver a certificate or certificates confirmation evidencing Class A the Acquiring Fund Shares to be credited to the Fund's account on the Closing Date to the Secretary of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestFund, or provide evidence satisfactory to the Governor Funds Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request. 3.4. The Fund and the Acquiring Fund shall file Articles of Transfer with the Maryland State Department of Assessments and Taxation, effective as of the Closing Date.

CLOSING AND CLOSING DATE. The Closing Date shall be January 5, 2001, or such later date as the parties may mutually agree in writing. The Closing shall take place at the principal office of the Trust, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in the event that on the Closing Date, (a) the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds shall deliver at the Closing a list of names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares the shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide evidence satisfactory to the Governor Funds that such shares of beneficial interest of the Class A Shares of the Vision Portfolio have been registered in an open account on the books of the Vision Portfolio in such manner as the Governor Funds may request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5as soon as practicable after the Reorganization is approved by shareholders of the Acquired Fund, 2001but in no event later than November 30, or such later date as the parties may mutually agree in writing2006. The Closing shall take place be held at 8:00 a.m., Boston time, at the principal office offices of the TrustSurviving Fund, 500 Boylston Street, Boston, Massachusetts 02116, or at such ot▇▇▇ ▇▇▇▇ ▇▇▇/▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on . 3.2 Portfolio securities shall be transferred by the first business day following the Closing Date. Notwithstanding anything herein Acquired Fund to the contrary, in Custodian for the event that account of the Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department's book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the "1940 Act") and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of "State Street Bank and Trust Company, Custodian for the MFS Limited Maturity Fund" or in the name of any successor organization. 3.3 If on the Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Valuation Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to Date shall be transferred adjusted accordingly to the Trust's Custodianfirst business day following the Valuation Date; provided that if trading shall not be fully resumed and reporting restored on or before December 31, State Street Bank and Trust Company2006, ▇this Agreement may be terminated by either Fund upon the giving of written notice to the other.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Valuation Date (the best of their knowledge and belief"Shareholder List"). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of the Vision Portfolio to be delivered at credited on the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5February 18, 20012000, or such later date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise provided. The Closing shall take place be held as of 5:00 p.m. at the principal office offices of the Trust▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ , or at 9:00 a.m. Eastern Time on such other time and/or place as the first business day following the Closing Dateparties may agree. 3.2. Notwithstanding anything herein to the contrary, in In the event that on the Closing Date, Valuation Date (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Fundsrestored. 3.3. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds Acquired Fund shall deliver at the Closing a list of the names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund's Shareholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding shares owned by each such shareholdershareholder immediately prior to the Closing, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as certified on behalf of the close Acquired Fund by the Chairman of business on the Closing Date, certified by its transfer agent, or by its President to Board of the best of their knowledge and beliefAcquired Fund. The Trust Acquiring Fund shall issue and deliver a certificate or certificates confirmation evidencing Class A the Acquiring Fund Shares to be credited to the Acquired Fund's account on the Closing Date to the Secretary of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestAcquired Fund, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5, 2001in June 2011, or at such other later date as to which the parties may mutually agree in writingagree. The Closing shall take place be held at the principal office offices of the TrustRopes & ▇▇▇▇, LLP, Prudential Tower, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ , at 9:00 a.m. 9AM Eastern Time on time or at such other time and/or place as the first parties may agree. 3.2. The portfolio securities of each Acquired Fund shall be made available by such Acquired Fund to PFPC Trust Company (which is anticipated to be renamed BNY Mellon Investment Servicing Trust Company effective July 1, 2011, the custodian for the Acquiring Fund (the “Custodian”), for examination no later than five business day following days preceding the Valuation Date. On the Closing Date. Notwithstanding anything herein , such portfolio securities and all the applicable Acquired Fund’s cash shall be delivered by each Acquired Fund to the contraryCustodian for the account of the Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”), and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of the custodian for the Acquiring Fund. 3.3. In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio each Acquired Fund or the Vision Portfolio Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal within three business days after the Valuation Date, this Agreement may be terminated by the Acquiring Fund or an Acquired Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodianother party. 3.4. At the Closing, State Street Bank and Trust Company, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds each Acquired Fund or its transfer agent shall deliver at to the Closing Acquiring Fund or its designated agent a list of the names and addresses of the Acquired Fund shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares outstanding shares of the Governor Portfolio such Acquired Fund owned by each such Acquired Fund shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Valuation Date, certified by its transfer agentthe President, any Vice President or by its President to the best Secretary of their knowledge and beliefsuch Acquired Fund. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio Acquiring Fund will provide to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requesteach Acquired Fund evidence, or provide evidence reasonably satisfactory to the Governor Funds Acquired Fund, that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio issuable pursuant to Section 1.1 have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to each Acquired Fund evidence, reasonably satisfactory to the Acquired Fund, that such Acquiring Fund Shares have been credited pro rata within each class of shares to open accounts in the names of Acquired Fund shareholders as provided in Section 1.3. 3.5. At the Closing, the Acquiring Fund shall deliver to the each Acquired Fund, and each Acquired Fund shall deliver to the Acquiring Fund, such manner bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the Governor Funds may requesttransfer of assets, assumption of liabilities and liquidation contemplated by Section 1.

CLOSING AND CLOSING DATE. 3.1 The Closing Date of the transactions contemplated by this Agreement shall be January 5occur on April 28, 20012016, or such later date as the parties may mutually agree in writingwriting (the “Closing Date”). The Closing shall take All acts taking place at the principal office Closing shall be deemed to take place simultaneously as of the Trust5:00 p.m., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Eastern Time, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in the event that on the Closing Date, unless otherwise agreed to by the parties. The Closing shall be held at the offices of counsel to the Acquiring Funds, or at such other place and time as the parties may agree. 3.2 Each Acquired Fund shall deliver, or cause to be delivered, to the corresponding Acquiring Fund at the Closing a schedule of the Assets. 3.3 DST Systems, Inc., as transfer agent for each Acquired Fund, shall deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding Institutional Class, Class T, Class T1, and/or Class L Acquired Fund shares owned by each such shareholder immediately prior to the Closing. Each Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited as of the Closing to the corresponding Acquired Fund or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request to effect the transactions contemplated by this Agreement. 3.4 In the event that immediately prior to the Valuation Time (a) the NYSE or another primary trading market for portfolio securities of an Acquiring Fund or an Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor FundsBoard of Directors of the Corporation (the “Board”), accurate appraisal of the value of the net assets or shares of the Governor Portfolio an Acquiring Fund or the Vision Portfolio an Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal restored. 3.5 The liabilities of an Acquired Fund to be assumed by the corresponding Acquiring Fund shall include all of the value Acquired Fund’s liabilities, debts, obligations, and duties of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery whatever kind or nature as of the Closing of those Net Assets time of the Governor Portfolio Closing, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing, and whether or not specifically referred to be transferred in this Agreement, including, but not limited, to any deferred compensation payable by the Acquired Fund to the Trust's Custodian, State Street Bank and Trust Company, ▇Corporation’s directors.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds shall deliver at the Closing a list of names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide evidence satisfactory to the Governor Funds that such shares of beneficial interest of the Class A Shares of the Vision Portfolio have been registered in an open account on the books of the Vision Portfolio in such manner as the Governor Funds may request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5December 10, 2001, 1999 or such later other date on or before June 30, 2000 as the parties may mutually agree in writingagree. The Closing shall take place be held as of 5:00 p.m. at the principal office offices of the TrustTrust and the Acquired Fund, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in the event that on the Closing Date, (a) the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are not held in book-▇▇▇▇entry form in the name of the Custodian as record holder for the Acquired Fund shall be presented by the Acquired Fund to the Custodian for examination no later than three business days preceding the Closing Date. AlsoPortfolio securities which are not held in book-entry form shall be delivered by the Acquired Fund to the Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Custodian in book- entry form on behalf of the Acquired Fund shall be delivered to the Acquiring Fund by the Custodian by recording the transfer of beneficial ownership thereof on its records. The cash delivered shall be in the form of currency or by the Custodian crediting the Acquiring Fund's account maintained with the Custodian with immediately available funds. 3.3 In the event that on the Closing Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Governor Funds Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored on or before June 30, 2000, this Agreement may be terminated by the Acquiring Fund or by the Acquired Fund upon the giving of written notice to the other party. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the Acquired Fund shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares outstanding shares of each class of beneficial interest of the Governor Portfolio Acquired Fund owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agentTreasurer, Secretary or by its President to other authorized officer (the best of their knowledge and belief"Shareholder List"). The Trust Acquiring Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Acquiring Fund Shares of the Vision Portfolio to be delivered at credited on the Closing to said transfer agent registered in such manner as the Governor Funds may requestDate, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. The Closing Date shall be January 5, 2001, or such later date as the parties may mutually agree in writing3.1. The Closing shall take place on the Valuation Date or on the next business day following the Valuation Date (the “Closing Date”). The Closing shall be held as of 9:00 a.m. Eastern time, or at such other time as the parties may agree. The Closing shall be held in a location mutually agreeable to the parties hereto. All acts taking place at the principal office Closing shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the TrustClosing Date unless otherwise provided. 3.2. Portfolio securities held by Acquired Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to State Street Bank and Trust Company (the “Custodian”), as custodian for Acquiring Fund, for examination no later than five business days preceding the Valuation Date. Such portfolio securities (together with any cash or other assets) shall be delivered by Acquired Fund to the Custodian for the account of Acquiring Fund on or before the Closing Date in conformity with applicable custody provisions under the 1940 Act and duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers. The portfolio securities shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of a Federal Funds wire, payable to the order of “State Street Bank and Trust Company, Custodian for ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on the first business day following the Closing DateFocus Growth Fund.” 3.3. Notwithstanding anything herein to the contrary, in In the event that on the Closing Valuation Date, (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, in the judgment of both Acquiring Fund, and the Trust or Governor FundsCompany, on behalf of Acquired Fund, accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Acquired Fund Assets is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, disruption and reporting shall have been restored and accurate appraisal restored. 3.4. If requested, the Company, on behalf of Acquired Fund, shall deliver to Acquiring Fund, or its designee (a) at the Closing, a list, certified by the Company’s Secretary, of the value names, addresses and taxpayer identification numbers of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds shall deliver at the Closing a list of names and addresses of the Acquired Fund shareholders of record of the Investor Shares of the Governor Portfolio and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding Acquired Fund shares owned by each such Acquired Fund shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Valuation Date, certified by its transfer agentand (b) as soon as practicable after the Closing, or by its President all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the best of Acquired Fund shareholders’ taxpayer identification numbers and their knowledge and beliefliability for or exemption from back-up withholding. The Trust Acquiring Fund shall issue and deliver to such Secretary a certificate or certificates confirmation evidencing Class A delivery of Acquiring Fund Shares of the Vision Portfolio to be delivered at credited on the Closing Date to said transfer agent registered in such manner as the Governor Funds may request, Acquired Fund or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to Acquired Fund’s account on the books of Acquiring Fund. At the Vision Portfolio in Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5June 28, 20012010, or on such later other date as the parties may mutually agree in writingagree. The Closing shall take place be held at the principal office offices of the Trust, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, 3000 Two ▇▇▇▇▇ Square, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ , at 9:00 a.m. Eastern Time on or at such other time and/or place as the first parties may agree. 3.2. The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to PFPC Trust Company, as custodian for the corresponding Acquiring Fund (the “Custodian”), for examination no later than five business day following days preceding the Closing Valuation Date. Notwithstanding anything herein to the contrary, in the event that on On the Closing Date, such portfolio securities and all the Acquired Fund’s cash shall be delivered by the Acquired Fund to the Custodian for the account of the Acquiring Fund, which portfolio securities shall be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”), and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of “PFPC Trust Company, custodian for [___] Fund.” 3.3. If on the Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio an Acquired Fund or the Vision Portfolio corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days after the Valuation Date, the Valuation Date shall be postponed to a date mutual agreeable to Pacific Capital and accurate appraisal of FundVantage. 3.4. At the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds Closing, each Acquired Fund or its transfer agent shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred deliver to the Trust's Custodian, State Street Bank and Trust Company, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds shall deliver at the Closing corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Acquired Fund shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares outstanding shares of the Governor Portfolio Acquired Fund owned by each such Acquired Fund shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Valuation Date, certified by its transfer agentthe President, any Vice President, the Secretary or by its President any Assistant Secretary of Pacific Capital on behalf of the Acquired Fund. The Acquiring Fund shall provide to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide Acquired Fund evidence reasonably satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio issuable pursuant to Section 1.1 have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio Acquiring Fund. On the Liquidation Date, the Acquiring Fund shall provide to the Acquired Fund evidence reasonably satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited pro rata to open accounts in the names of Acquired Fund shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such manner bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the Governor Funds may requesttransfer of assets, assumption of liabilities and liquidation contemplated by Section 1.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall for the Reorganization will be January 5June 14, 20012002, or such later other date agreed to in writing by the on Vanguard Trust and the Provident Trust. All acts taking place at the Closing will be deemed to take place simultaneously as of the parties may mutually agree in writingon close of business on the Closing Date unless otherwise provided. The Closing shall take place will be held as of 4:00 p.m., at the principal office offices of the on Vanguard Trust, 100 Vanguard Blvd., Malvern, PA 19355, or at such other time and/or p▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ d the on Provident Trust. 3.2 The Acquiring Fund will arrange for its custodian to deliver at 9:00 a.m. Eastern Time the Closing a certificate of an authorized officer stating that: (a) the Selling Fund's portfolio securities, cash and any other assets will have been delivered in proper form to the on the first business day following Acquiring Fund prior to or on the Closing Date. Notwithstanding anything herein to the contrary, and (b) all necessary taxes, including all applicable federal and state stock on transfer stamps, if any, will have been paid, or provision for payment has been made, in conjunction with the delivery of portfolio on securities. 3.3 In the event that on the Closing Date, Valuation Date (a) the NYSE shall be or another primary trading market for portfolio securities of the Acquiring Fund or the Selling Fund is closed to trading or trading thereon shall be restricted on the market is restricted; or (b) trading or the reporting on of trading on such exchange the NYSE or elsewhere shall be is disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Selling Fund is impracticable, the Closing Date shall will be postponed until the first business day after the day when normal trading shall have been has fully resumed without restriction or disruptionand reporting has been restored. 3.4 The Provident Trust, reporting shall have been restored and accurate appraisal on behalf of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's CustodianSelling Fund, State Street Bank and Trust Company, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds shall will deliver at the Closing a list of the names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio Selling Fund Shareholders and the number of Investor outstanding Selling Fund Shares of the Governor Portfolio owned by each such shareholdershareholder immediately prior on to the Closing or provide evidence that the information has been provided to the Acquiring Fund's transfer agent. The Vanguard on Trust, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as on behalf of the close of business on the Closing DateAcquiring Fund, certified by its transfer agent, or by its President to the best of their knowledge and belief. The Trust shall will issue and deliver a certificate or certificates confirmation evidencing Class A the Acquiring Fund Shares to be credited to the Selling Fund's account on the Closing Date to the Secretary of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, Provident Trust or provide evidence satisfactory to the Governor Funds on Provident Trust that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Selling Fund's account on the books of the Vision Portfolio in Acquiring Fund. on At the Closing, each party to this Agreement will deliver to the other party such manner bills of sale, checks, assignments, share on certificates, if any, receipts or other documents as the Governor Funds other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. The Closing Date shall be January 54, 2001, or such later date as the parties may mutually agree in writing. The Closing shall take place at the principal office of the Trust, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in the event that on the Closing Date, (a) the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds shall deliver at the Closing a list of names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide evidence satisfactory to the Governor Funds that such shares of beneficial interest of the Class A Shares of the Vision Portfolio have been registered in an open account on the books of the Vision Portfolio in such manner as the Governor Funds may request.

CLOSING AND CLOSING DATE. The Closing Date shall be January 5July 30, 2001, or such later date as the parties may mutually agree in writing. The Closing shall take place at the principal office of the TrustATC, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. 12:00 noon, Eastern Time on the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in the event that on the Closing Date, (a) the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust ATC or Governor FundsDeclaration, accurate appraisal of the value of the net assets of the Governor Declaration Portfolio or the Vision Portfolio ATC Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Declaration Portfolio and the Vision Portfolio ATC Fund is practicable in the judgment of the Trust ATC and Governor FundsDeclaration. The Governor Funds Declaration shall have provided for delivery as of the Closing of those Net Assets of the Governor Declaration Portfolio to be transferred to the TrustATC's Custodian, State Street Bank and Trust CompanyUMB Bank, ▇.▇. N.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds Declaration shall deliver at the Closing a list of names and addresses of the shareholders of record of the Investor No-Load Shares of the Governor Declaration Portfolio and the number of Investor No-Load Shares of the Governor Declaration Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and belief. The Trust ATC shall issue and deliver a certificate or certificates evidencing Class A I Shares of the Vision Portfolio ATC Fund to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds Declaration may request, or provide evidence satisfactory to the Governor Funds Declaration that such shares of beneficial interest of the Class A I Shares of the Vision Portfolio ATC Fund have been registered in an open account on the books of the Vision Portfolio ATC Fund in such manner as the Governor Funds Declaration may request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date transfer of the assets of the Corresponding Series of the Current Trust in exchange for the assumption by the respective Successor Trusts of the liabilities of such Corresponding Series and the issuance of Successor Trust Shares to the respective Corresponding Series, as described above, together with related acts necessary to consummate such acts (the "Closing"), shall be January 5, 2001, or such later date as the parties may mutually agree in writing. The Closing shall take place occur at the principal office offices of the Trust, [▇▇▇▇ and ▇▇▇▇ LLP at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in the event that on the Closing Date, (a) the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇] on [April, 1998] ("Closing Date"), or at such other place or date on or prior to [December 31, 1998] as the parties may agree in writing. AlsoAll acts taking place at the Closing shall be deemed to take place simultaneously as of the last daily determination of the net asset value of the Corresponding Series or at such other time and or place as the parties may agree. 3.2 In the event that on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon is restricted or (b) trading or reporting of trading on said Exchange or in any market in which portfolio securities of the Current Trust are traded is disrupted so that accurate appraisal of the value of the Net Assets of the Current Trust is impracticable, the Governor Funds Closing shall be postponed until the first business day upon which trading shall have been fully resumed and reporting shall have been restored. 3.3 Each Corresponding Series of the Current Trust shall deliver at the Closing a list certificate or separate certificates of names an authorized officer stating that it has notified the Custodian, as custodian for the respective Corresponding Series and addresses the respective Successor Trust, of the conversion of such Corresponding Series of the Current Trust to the respective Successor Trust. 3.4 Pioneering Services Corporation, as shareholder services and transfer agent for the Current Trust, shall deliver at the Closing certificates as to the conversion on its books and records of the accounts of the shareholders of record the Corresponding Series of the Investor Shares Current Trust to accounts as holders of shares of the Governor Portfolio and the number of Investor Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and beliefrespective Successor Trusts. The Each Successor Trust shall issue and deliver to the Current Trust a certificate or certificates confirmation evidencing Class A Shares the shares of the Vision Portfolio Successor Trust to be delivered at credited on the Closing to said transfer agent registered in such manner as the Governor Funds may request, Date or provide evidence satisfactory to the Governor Funds respective Corresponding Series that such shares of beneficial interest such Successor Trust have been credited to the account of the Class A Shares of the Vision Portfolio have been registered in an open account Corresponding Series on the books of such Successor Trust. At the Vision Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts or other documents as such other party or its counsel may reasonably request. 3.5 Portfolio securities that are not held in book-entry form in the name of the Custodian as record holder for each of the Corresponding Series of the Current Trust shall be presented by the respective Corresponding Series of the Current Trust to the Custodian for examination no later than five business days preceding the Closing Date. Portfolio securities which are not held in book-entry form shall be delivered by the respective Corresponding Series of the Current Trust to the Custodian for the account of the respective Successor Trust on the Closing Date, duly endorsed in proper form for transfer, in such manner condition as to constitute good delivery thereof in accordance with the Governor Funds may requestcustom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Custodian in book- entry form on behalf of a Corresponding Series of the Current Trust shall be delivered to the respective Successor Trust by the Custodian by recording the transfer of beneficial ownership thereof on its records. The cash of a Corresponding Series of the Current Trust to be delivered shall be in the form of currency or by the Custodian crediting the respective Successor Trust's account maintained with the Custodian with immediately available funds.