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, 5000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 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.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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, 5000 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 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.X. X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 , 2001, 1996 or such later date as -- the parties may mutually agree in writingagree. All acts taking place at the Closing Date 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 at 4:00 p.m. (Eastern time) at the principal office offices of the TrustAcquiring Fund, 5000 Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx XX 00000-0000 at 9:00 a.m. Eastern Time 0000, or such other time and/or place as the parties may mutually agree. 3.2 If on the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in the event that on the Closing Date, Valuation Date (a) the NYSE 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 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 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 restored. 3.3 ARM Transfer Agency, Inc., as transfer agent for 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 CustodianAcquired Fund, State Street Bank and Trust Company, P.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver at the Closing a list certificate of an authorized officer stating that its records contain the names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding shares 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 shareholder immediately prior to the best of their knowledge and beliefClosing. The Trust Acquiring Fund shall issue and deliver a certificate or certificates confirmation evidencing Class A the Acquiring Fund Shares to be credited 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, assumption agreements, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request. 4.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5February 18, 20012005, or such later other date as the parties may mutually agree agree. All acts taking place at the closing of the transactions provided for in writingthis Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 5:00 p.m., Eastern Time. The Closing shall take place be held at the principal office offices of Successor Trust or at such other time and/or place as the parties may agree. 3.2 Predecessor Trust shall direct JPMorgan Chase Bank, N.A., as custodian for each Predecessor Fund (Predecessor Fund Custodian), to deliver to Successor Trust, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each Predecessor Fund have been delivered in proper form to the corresponding Successor Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the TrustAssets of each Predecessor Fund, 5000 Xxxxxxxxx Xxxxxincluding all applicable federal and state stock transfer stamps, Xxxxxxxxxxif any, Xxxxxxxxxxxx 00000have been paid or provision for payment has been made. Each Predecessor Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Predecessor Fund Custodian to JPMorgan Chase Bank, N.A. as the custodian for the corresponding Successor Fund (Successor Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each Predecessor Fund as of the Closing Date for the account of the corresponding Successor Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Predecessor Funds Assets held in book-0000 at 9:00 a.m. Eastern Time entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Predecessor Fund Custodian to the Successor Fund Custodian for the account of the corresponding Successor Fund as of the Closing Date by book entry, in accordance with the customary practices of the Predecessor Fund Custodian and of each such securities depository. The cash to be transferred by each Predecessor Fund shall be delivered by wire transfer of federal funds on the first business day following the Closing Date. Notwithstanding anything herein 3.3 Predecessor Trust shall direct the transfer agent for each Predecessor Fund (Transfer Agent) to deliver to Successor Trust at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Predecessor Fund Shareholder and the number and percentage ownership of each outstanding class of Predecessor Fund Shares owned by each such shareholder immediately prior to the contraryClosing. Each Successor Fund shall deliver to the Secretary of the corresponding Predecessor Fund a confirmation evidencing that (a) the appropriate number of Successor Fund Shares have been credited to such Predecessor Funds account on the books of such Successor Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Successor Fund Shares have been credited to the accounts of the Predecessor Fund Shareholders on the books of such Successor Fund pursuant to paragraph 1.5. At the Closing, in each Predecessor Fund shall deliver to the corresponding Successor Fund such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such Successor Fund or its counsel may reasonably request. 3.4 In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of a Predecessor Fund (each, an Exchange) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of Successor Trust or Governor Fundsand the Board of Trustees of Predecessor Trust, accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio such Predecessor Fund is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day 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. 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.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 request4.

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, 5000 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 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.X. X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 5[April __, 20012017], or such later other date as the parties may mutually agree in writingagree. All acts taking place at the closing of the transaction (the "Closing") shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall take place be held at the principal office offices of Virtus Investment Partners, 000 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000 or at such other time and/or place as the parties may agree. 3.2 The Acquired Fund shall direct JPMorgan Chase Bank, NA, as custodian for the Acquired Fund (the "Custodian"), to deliver, on the next business day after the Closing, a certificate of an authorized officer stating that all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable, that are owned by the Acquired Fund, and any rights to register shares under applicable securities laws, or deferred or prepaid expenses shown as an asset on the books of the TrustAcquired Fund (collectively, 5000 Xxxxxxxxx Xxxxxthe "Assets") shall have been delivered in proper form to the Acquiring Fund. The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in the Acquired Fund's name by its Treasurer or Assistant Treasurer, Xxxxxxxxxxin a form reasonably satisfactory to the Acquiring Fund, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time and dated as of the Closing Date, to the effect that all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian as custodian for both Funds, from the Acquired Fund to the Acquiring Fund for examination no later than on the first next business day following the Closing Date, and shall be transferred and delivered by the Acquired Fund on the next business day following the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Notwithstanding anything herein The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Acquired Fund's portfolio securities and instruments deposited with a "securities depository", as defined in Rule 17f-4 under the 1940 Act. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 The Acquired Fund shall direct Computershare Trust Company NA in its capacity as transfer agent for the Acquired Fund (the "Transfer Agent") to deliver on the next business day following 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 of outstanding shares owned by each such shareholder immediately prior to the contraryClosing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquired Fund, in 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. 3.4 In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the 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 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 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 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.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 requestrestored.

CLOSING AND CLOSING DATE. 3.1. The Closing Date for the Reorganization shall be January 5April 27, 20012007, or such later other date as the parties to such Reorganization 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 trading on the NYSE on the Closing Date unless otherwise provided. The Closing shall take place be held as of 3:00 p.m., at the principal office offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP or at such other time and/or place as the Trustparties may agree. 3.2. State Street Bank and Trust Company, 5000 Xxxxxxxxx Xxxxxthe custodian for the Acquiring Fund (the "Custodian"), Xxxxxxxxxxshall deliver as soon as practicable after the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund's portfolio securities, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time cash and any other assets have been delivered in proper form to the Acquiring Fund on the first business day following the Closing Date. Notwithstanding anything herein to the contraryDate and (b) all necessary taxes, including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made, in conjunction with the delivery of portfolio securities.3.3. 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 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.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds restored.3.4.The Acquired Fund shall deliver at the Closing a list of the names and addresses of the Acquired Fund's shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor outstanding 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 shareholder immediately prior to the Closing Date, certified by its or provide such information to the Acquiring Fund's transfer agent, or by its President to the best of their knowledge and belief. 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 request, Trust 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 such manner Acquiring Fund. At the Closing, the Trust, on behalf of the Funds, shall deliver to counsel any bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds counsel may request. 4.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5February 18, 20012005, or such later other date as the parties may mutually agree agree. All acts taking place at the closing of the transactions provided for in writingthis Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 5:00 p.m., Eastern Time. The Closing shall take place be held at the principal office offices of Successor Trust or at such other time and/or place as the parties may agree. 3.2 Predecessor Trust shall direct JPMorgan Chase Bank, N.A., as custodian for each Predecessor Fund (Predecessor Fund Custodian), to deliver to Successor Trust, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each Predecessor Fund have been delivered in proper form to the corresponding Successor Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the TrustAssets of each Predecessor Fund, 5000 Xxxxxxxxx Xxxxxincluding all applicable federal and state stock transfer stamps, Xxxxxxxxxxif any, Xxxxxxxxxxxx 00000have been paid or provision for payment has been made. Each Predecessor Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Predecessor Fund Custodian to JPMorgan Chase Bank, N.A. as the custodian for the corresponding Successor Fund (Successor Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each Predecessor Fund as of the Closing Date for the account of the corresponding Successor Fund duly endorsed in proper form for transfer in such co ndition as to constitute good delivery thereof. Each Predecessor Funds Assets held in book-0000 at 9:00 a.m. Eastern Time entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Predecessor Fund Custodian to the Successor Fund Custodian for the account of the corresponding Successor Fund as of the Closing Date by book entry, in accordance with the customary practices of the Predecessor Fund Custodian and of each such securities depository. The cash to be transferred by each Predecessor Fund shall be delivered by wire transfer of federal funds on the first business day following the Closing Date. Notwithstanding anything herein 3.3 Predecessor Trust shall direct the transfer agent for each Predecessor Fund (Transfer Agent) to deliver to Successor Trust at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Predecessor Fund Shareholder and the number and percentage ownership of each outstanding class of Predecessor Fund Shares owned by each such shareholder immediately prior to the contraryClosing. Each Successor Fund shall deliver to the Secretary of the corresponding Predecessor Fund a confirmation evidencing that (a) the appropriate number of Successor Fund Shares have been credited to such Predecessor Funds account on the books of such Successor Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Successor Fund Shares have been credited to the accounts of the Predecessor Fund Shareholders on the books of such Successor Fund pursuant to paragraph 1.5. At the Closing, in each Predecessor Fund shall deliver to the corresponding Successor Fund such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such Successor Fund or its counsel may reasonably request. 3.4 In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio secur ities of a Predecessor Fund (each, an Exchange) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of Successor Trust or Governor Fundsand the Board of Trustees of Predecessor Trust, accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio such Predecessor Fund is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall s hall 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. 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.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 request4.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5[September 25], 20012009, or such later other date as the parties, through their duly authorized officers, may mutually agree. All acts taking place at the Closing shall be deemed to take place simultaneously on the Closing Date unless otherwise provided. The Closing shall be held at 5:00 p.m., Eastern time, at the offices of CSCM, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or such other time and/or place as the parties may mutually agree in writingagree. 3.2 The Closing Custodian shall take place deliver at the principal office Closing a certificate of an authorized officer stating that the Trust, 5000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time Fund's Assets have been delivered in proper form to the Acquiring Fund on the first business day following the Closing Date. Notwithstanding anything herein The Fund's portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 0000 Xxx) or with a permitted counterparty or futures commission merchant (as defined in Rule 17f-6 under the 0000 Xxx) 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 Fund shall be delivered to the Custodian for the account of the Acquiring Fund by wire transfer of federal funds 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 Acquiring Fund or the 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 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 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 Fundsparties 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 TrustFund's Custodian, State Street Bank and Trust Company, P.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds 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 shareholders of record of the Investor Shares of the Governor Portfolio Fund Shareholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding shares owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates shareholder immediately prior to the Closing. The Acquiring Fund's transfer agent shall issue and which by book-entry accounts, all as of deliver to the close of business Fund's Secretary a confirmation evidencing the Acquiring Fund 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 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 Acquiring Fund. 3.5 At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, receipts or other documents as such other party or its counsel may reasonably request. 3.6 If the 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 Fund by the Fund's broker, dealer or other counterparty, then, in lieu of such manner delivery, the 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 Governor Funds may requestAcquiring Fund or the Custodian, including broker confirmation slips. 4.

CLOSING AND CLOSING DATE. The Closing Date shall be January 5September 18, 20012015, or such later other date as the parties, through their duly authorized officers, may mutually agree. All acts taking place at the Closing shall be deemed to take place simultaneously on the Closing Date unless otherwise provided. The Closing shall be held at NY 75629060v7 5:00 p.m., Eastern time, at the offices of Dreyfus, 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, or such other time and/or place as the parties may mutually agree in writingagree. The Closing Custodian shall take place deliver at the principal office Closing a certificate of an authorized officer stating that the Trust, 5000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time Fund's Assets have been delivered in proper form to the Acquiring Fund on the first business day following the Closing Date. Notwithstanding anything herein The Fund's portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 0000 Xxx) or with a permitted counterparty or futures commission merchant (as defined in Rule 17f-6 under the 0000 Xxx) 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 Fund shall be delivered to the Custodian for the account of the Acquiring Fund by wire transfer of federal funds on the Closing Date, . If on the Valuation Date (a) the NYSE New York Stock Exchange 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 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 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 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 Fundsparties hereto may agree. 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 TrustFund's Custodian, State Street Bank and Trust Company, P.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds 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 shareholders of record of the Investor Shares of the Governor Portfolio Fund Shareholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding shares owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates shareholder immediately prior to the Closing. The Acquiring Fund's transfer agent shall issue and which by book-entry accounts, all as of deliver to the close of business Fund's Secretary a confirmation evidencing the Acquiring Fund 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 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 Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, receipts or other documents as such other party or its counsel may reasonably request. If the 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 Fund by the Fund's broker, dealer or other counterparty, then, in lieu of such manner delivery, the 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 Governor Funds may request.Acquiring Fund or the Custodian, including broker confirmation slips. NY 75629060v7

CLOSING AND CLOSING DATE. Unless otherwise agreed to in writing, the Acquisition contemplated by this Agreement shall be consummated and closed (the "Closing") at the Law Offices of Joel X. Xxxxxx, 000 X. Xxxxxx Drive, Suite 500, Chicago, Illinois 60606, or at such other location as may be mutually agreed upon by Seller and Buyer, on a date (the "Closing Date") which is after all required regulatory approvals have been obtained and all applicable waiting periods have expired, as may be mutually agreed upon by Seller and Buyer. The deliveries below to be made at the Closing shall be considered to be made simultaneously. 4.2 DELIVERIES BY SELLER, OKFC AND THE BANK AT CLOSING. At the Closing (unless another time is specifically stated), Seller, OKFC and the Bank shall deliver to Buyer the following: 4.2.1 A certificate of good standing for the Bank, dated a date not more than seven days prior to the Closing Date, from the Comptroller of the Currency. 4.2.2 Financial statements of the Bank as required by Subsection 6.6 hereof. 4.2.3 Certificates executed by the President (or a Vice President) and Secretary of each of Seller and OKFC to the effect that Seller's or OKFC's (as applicable) representations and warranties set forth in this Agreement are true and correct on the date of this Agreement and are true and correct in all material respects on and as of the Closing Date as if remade on and as of the Closing Date (except as to those representations and warranties made with respect to a specified date or event, which shall be January 5certified as still being true and correct in all material respects as of such date or event) and that all covenants and agreements to be kept and performed by it from the date hereof to and including the Closing Date have been kept and performed in all material respects. 4.2.4 The opinion of Warnxx Xxxxxxxx & Xudd XXX, 2001counsel for Seller, or such later date as OKFC and the parties may mutually agree Bank, dated the Closing Date in writingthe form of Exhibit A. Exhibit A and all other lettered exhibits referred to in this Agreement are attached to, and by reference incorporated in and made a part of, this Agreement. The Closing shall take place at the principal office 4.2.5 Copies of the TrustArticles of Association and By-Laws of the Bank, 5000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000accompanied by a certificate of the President and the Cashier of the Bank to the effect that such Articles of Association and By-0000 at 9:00 a.m. Eastern Time on the first business day following Laws are accurate and complete as of the Closing Date. Notwithstanding anything herein to 4.2.6 Certified copies of resolutions adopted by the contraryBoard of Directors and sole stockholder of Seller and the Board of Directors of OKFC, in each case authorizing the event that execution, delivery and performance of this Agreement and the transactions contemplated herein. 4.2.7 The covenants not to compete dated the Closing Date and signed on behalf of Seller and OKFC in the form of Exhibit B ("Noncompetition Agreements"). 4.2.8 Certificate or certificates for all the shares of Bank Stock, in each case duly endorsed, or with stock powers duly endorsed, for transfer to Buyer, all of which shares shall be free and clear of any and all liens, claims and encumbrances. 4.2.9 The executed resignations of such officers and directors of the Bank as Buyer shall have requested at least 30 days prior to the Closing Date, (a) . 4.2.10 If the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting merger of trading on such exchange or elsewhere shall be disrupted so that, Seller into OKFC described 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 Subsection 16.5.1 occurs prior to the Trust's CustodianClosing, State Street Bank a Certificate of Merger evidencing the merger and Trust Company, P.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000such other documents relating to such merger as may be reasonably requested by Buyer. Also, 4.2.11 Such other documents and instruments as may be reasonably requested by Buyer in order to close 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 beliefAcquisition. 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.2 3 4.3

CLOSING AND CLOSING DATE. 1.1 The Closing Date shall be January 5June 13, 20012008, or such later other date as the parties may mutually agree agree. All acts taking place at the closing of the transactions provided for in writingthis Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall take place be held at the principal office offices of the Trust. 1.2 The Trust shall direct State Street Bank and Trust Company, 5000 Xxxxxxxxx Xxxxxas custodian for the Acquired Fund (Custodian), Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 to deliver to the Trust at 9:00 a.m. Eastern Time the Closing a certificate of an authorized officer of the Custodian stating that (a) the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund within two business days prior to or on the first Closing Date, and (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund, as the Custodian also serves as the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business day following days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the Acquired Funds Assets are deposited, the Acquired Funds Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. Notwithstanding anything herein 1.3 The Trust shall direct PFPC, Inc., in its capacity as transfer agent for the Trust (Transfer Agent), to deliver to the contraryTrust at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records contain the names and addresses of each Acquired Fund Shareholder and the number and percentage ownership of outstanding Class A, in Class B, Class C, Class K and Class Y shares owned by each such shareholder immediately prior to the Closing. The Secretary of the Trust shall confirm that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4, and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing the Trust shall execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as necessary to effect the Reorganization. 1.4 In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor FundsBoard of Trustees of the Trust, 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. 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.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 request4.

CLOSING AND CLOSING DATE. 3.1. The Closing Date for the Reorganization shall be January 5December 11, 20012009, or such later other date as the parties to such Reorganization 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 trading on the NYSE on the Closing Date unless otherwise provided. The Closing shall take place be held as of 3:00 p.m., at the principal office offices of the TrustAcquired Portfolio or at such other time and/or place as the parties may agree. 3.2. State Street Bank and Trust Company, 5000 Xxxxxxxxx Xxxxxthe custodian for the Acquiring Portfolio, Xxxxxxxxxxshall deliver as soon as practicable after the Closing a certificate of an authorized officer stating that: (a) the Acquired Portfolio's portfolio securities, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time cash and any other assets have been delivered in proper form to the Acquiring Portfolio on the first business day following the Closing Date. Notwithstanding anything herein to the contraryDate and (b) all necessary taxes, including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made, in conjunction with the delivery of portfolio securities. 3.3. In the event that on the Closing Date, Valuation Date (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio 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 Acquiring Portfolio or the Vision Acquired 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, 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. 3.4. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Acquired Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, P.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver at the Closing a list of the names and addresses of the Acquired Portfolio's shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor outstanding 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 shareholder immediately prior to the Closing Date, certified by its or provide such information to the Acquiring Portfolio's transfer agent, or by its President to the best of their knowledge and belief. The Trust Acquiring Portfolio shall issue and deliver a certificate or certificates confirmation evidencing Class A the Acquiring Portfolio Shares to be credited to the Acquired Portfolio'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, Trust or provide evidence satisfactory to the Governor Funds Acquired Portfolio that such shares of beneficial interest of the Class A Acquiring Portfolio Shares of the Vision Portfolio have been registered in an open credited to the Acquired Portfolio's account on the books of the Vision Portfolio in such manner Acquiring Portfolio. At the Closing, the Trust, on behalf of the Portfolios, shall deliver to counsel any bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds counsel may request. 4.

CLOSING AND CLOSING DATE. The Closing Date Subject to satisfaction of Purchaser's conditions precedent set forth in this Agreement, the consummation of the sale by Seller and the purchase by Purchaser of the Property (herein referred to as the "Closing") shall be January 5held on or before the date which is not greater than sixty (60) days after the expiration of the Inspection Period (as hereinafter defined) (subject to extension as provided in Paragraph 10 hereof) at such specific place, 2001, or such later time and date as shall be designated by Purchaser in a written notice to Seller not less than three (3) business days prior to the parties may mutually agree in writingdate of Closing. The In the event Purchaser fails to give written notice of the specific place, time and date for Closing, the Closing shall take place occur at the principal local office of the TrustTitle Company, 5000 0000-X Xxxxxxxxx XxxxxXxxxxxxx Xxxx, XxxxxxxxxxXxxxx 000, Xxxxxxxxxxxx 00000-0000 Xxxxxxx, Xxxxxxx, at 9:00 a.m. Eastern Time two o'clock p.m. on the first business day following last date for Closing pursuant to this Agreement (as the Closing Datesame may be extended in writing pursuant to this Agreement). Notwithstanding anything herein At Closing, Seller shall execute and deliver to the contrary, in the event that on the Closing Date, Purchaser (a) a Special Warranty Deed conveying fee simple marketable record title to the NYSE Property to Purchaser, which conveyance shall be closed made expressly subject to trading the documents and instruments listed as special exceptions on Schedule B of Exhibit "D" attached hereto and on Exhibit ----------- ------- "E" attached hereto if and to the extent such documents and instruments relate --- to the Property and to all other easements, agreements, covenants and restrictions that are duly recorded among the land records of Chesterfield County, Virginia, after the effective date of the Seller's Owner's Policy and prior to date hereof and that affect the Property or trading thereon shall be restricted or any portion thereof, (b) trading or the reporting an Affidavit of trading on such exchange or elsewhere shall be disrupted so Seller which has as its subject matter averments that, with respect to the Property, there are no rights or claims of parties in possession not shown by the judgment public records and that there are no liens, or rights to a lien, for services, labor or materials furnished and/or imposed by law and not shown by the public records, (c) an Affidavit of Seller stating that Seller is not a "foreign person", as that term is defined in 7 C.F.R. Section 781.2 of the Trust or Governor FundsRules and Regulations promulgated under the Agricultural Foreign Investment Disclosure Act of 1978 and is not required to file any reports under said Act and its supporting rules and regulations, accurate appraisal and further stating that Seller is not a "foreign person", as that term is defined in Section 1445 of the value Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and otherwise in form and content sufficient to eliminate Purchaser's withholding obligations under said Section 1445 with respect to the sale and purchase of the net assets of the Governor Portfolio or the Vision Portfolio Property, (d) such information as is impracticablerequired for Purchaser to file IRS Form 1099-S, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruptionand (e) any and all other documents deemed reasonably necessary by Purchaser, 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.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 agentSeller, or by its President other governmental requirement to consummate the best transaction contemplated herein in accordance with the terms 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 requestthis Agreement.

CLOSING AND CLOSING DATE. The Closing Date shall be January 5December 3, 2001, 2008 or such later date as the parties may mutually agree in writing. agree.? The Closing shall take place at the principal office of the TrustAcquiring Trust at 2:00 p.m., 5000 Xxxxxxxxx XxxxxPacific Time, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 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 .? Target Trust on behalf 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 Target Fund shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio Target Fund to be transferred to the Trust's account of Acquiring Fund?s Custodian, State Street Bank and Trust Companyof New York Mellon, P.X. Xxx 0000Mutual Funds Division, 000 Xxxxxx Xxxxxx, Xxxxxxxxxxxxx Xxx Xxxx, XX 00000-0000. .? Also, the Governor Funds Target Trust, on behalf of Target Fund, shall deliver at the Closing a list of names and addresses of the shareholders of record of the Investor Target Fund Shares of the Governor Portfolio and the number of Investor Shares full and fractional shares of the Governor Portfolio beneficial interest 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 1:00 p.m., Pacific Time, on the Closing Date, certified by its transfer agent, agent or by its President to the best of their its or his knowledge and belief. The .? Acquiring Trust on behalf of Acquiring Fund shall issue and deliver a certificate or certificates evidencing Class A provide evidence satisfactory to Target Trust that such Acquiring Fund Shares have been registered in an account on the books of the Vision Portfolio to be delivered at the Closing to said transfer agent registered Acquiring Fund in such manner as the Governor Funds officers of Target Trust on behalf of Target Fund may reasonably request. ? 4. Representations and Warranties by Acquiring Trust on behalf of Acquiring Fund. ? Acquiring Trust, or provide evidence satisfactory on behalf of Acquiring Fund, represents and warrants to Target Trust that: ? (a) Acquiring Fund is a series of Acquiring Trust, a statutory trust organized originally as a Delaware corporation in September 1947, reincorporated as a Maryland corporation in 1979, and converted into a Delaware statutory trust effective February 1, 2008.? Acquiring Trust is duly registered under the 1940 Act as an open-end, management investment company and all of Acquiring Fund Shares sold were sold pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the ?1933 Act?), except for those shares sold pursuant to the Governor Funds that such private offering exemption for the purposes of raising initial capital or obtaining any required initial shareholder approvals. ? (b) Acquiring Trust is authorized to issue an unlimited number shares of beneficial interest interest, without par value, of Acquiring Fund, each outstanding share of which is, and each share of which when issued pursuant to and in accordance with the Plan will be, fully paid, non-assessable, and has or will have full voting rights.? Acquiring Trust currently issues shares of five (5)? series, including Acquiring Fund.? Acquiring Fund issues five classes of shares: Class?A, Class A Shares B, Class C, Class R, and Advisor Class shares.? No shareholder of Acquiring Trust shall have any preemptive or other right to subscribe for Acquiring Fund Shares. ? (c) The financial statements appearing in Acquiring Fund?s Annual Report to Shareholders for the Vision Portfolio fiscal year ended September 30, 2007, audited by PricewaterhouseCoopers LLP, and unaudited Semi-Annual Report to Shareholders for the period ended March 31, 2008, copies of which have been registered delivered to Target Trust, and any interim unaudited financial statements, copies of which may be furnished to Target Trust, fairly present the financial position of Acquiring Fund as of their respective dates and the results of Acquiring Fund?s operations for the periods indicated in an open account conformity with Generally Accepted Accounting Principles applied on a consistent basis. ? (d) The books and records of Acquiring Fund accurately summarize the books accounting data represented and contain no material omissions with respect to the business and operations of the Vision Portfolio in such manner as the Governor Funds may requestAcquiring Fund.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5April 3, 20012009, or such later other date as the parties may mutually agree in writingagree. All acts taking place at the closing of the transaction (the "Closing") shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall take place be held at the principal office offices of Virtus Partners, Inc., 000 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000 or at such other time and/or place as the Trustparties may agree. 3.2 The Trust shall direct State Street Bank and Trust Company, 5000 Xxxxxxxxx Xxxxxas custodian for the Acquired Fund (the "Custodian"), Xxxxxxxxxxto deliver, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on the first next business day after the Closing, a certificate of an authorized officer stating that the Assets shall have been delivered in proper form to the Acquiring Fund on the next business day following the Closing Date. Notwithstanding anything herein The Acquired Fund shall have delivered to the contraryAcquiring Fund a certificate executed in the Acquired Fund's name by its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund's Custodian to the custodian for the Acquiring Fund for examination no later than on the next business day following the Closing Date, and shall be transferred and delivered by the Acquired Fund on the next business day following the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Acquired Fund's portfolio securities and instruments deposited with a "securities depository", as defined in Rule 17f-4 under the 1940 Act. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 The Trust shall direct PEPCO (the "Transfer Agent"), on behalf of the Acquired Fund, to deliver on the next business day following 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 of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the 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. 3.4 In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the 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 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 Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day Friday 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 be transferred to the Trust's Custodian, State Street Bank and Trust Company, P.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 requestrestored.

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, 5000 Xxxxxxxxx Xxxxx000 Xxxxxxx Xxxxxx, XxxxxxxxxxXxxxx 000, Xxxxxxxxxxxx Xxxxx Xx, Xxx Xxxxxx, 00000-0000 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, P.X. Xxx 0000N.A., Xxxxxx000 Xxxxx Xxxx., Xxxxxxxxxxxxx 00xx Xxxxx, Xxxxxx Xxxx, XX 00000-0000. 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 shall be January 5February 18, 20012005, or such later other date as the parties may mutually agree agree. All acts taking place at the closing of the transactions provided for in writingthis Agreement ("Closing") shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 5:00 p.m., Eastern Time. The Closing shall take place be held at the principal office offices of Successor Trust or at such other time and/or place as the parties may agree. 3.2 Predecessor Trust shall direct the custodian for each Predecessor Fund ("Predecessor Fund Custodian"), to deliver to Successor Trust, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each Predecessor Fund have been delivered in proper form to the corresponding Successor Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the TrustAssets of each Predecessor Fund, 5000 Xxxxxxxxx Xxxxxincluding all applicable federal and state stock transfer stamps, Xxxxxxxxxxif any, Xxxxxxxxxxxx 00000have been paid or provision for payment has been made. Each Predecessor Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Predecessor Fund Custodian to JPMorgan Chase Bank, N.A. as the custodian for the corresponding Successor Fund ("Successor Fund Custodian"). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each Predecessor Fund as of the Closing Date for the account of the corresponding Successor Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Predecessor Funds Assets held in book-0000 at 9:00 a.m. Eastern Time entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Predecessor Fund Custodian to the Successor Fund Custodian for the account of the corresponding Successor Fund as of the Closing Date by book entry, in accordance with the customary practices of the Predecessor Fund Custodian and of each such securities depository. The cash to be transferred by each Predecessor Fund shall be delivered by wire transfer of federal funds on the first business day following the Closing Date. Notwithstanding anything herein 3.3 Predecessor Trust shall direct the transfer agent for each Predecessor Fund ("Transfer Agent") to deliver to Successor Trust at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Predecessor Fund Shareholder and the number and percentage ownership of each outstanding class of Predecessor Fund Shares owned by each such shareholder immediately prior to the contraryClosing. Each Successor Fund shall deliver to the Secretary of the corresponding Predecessor Fund a confirmation evidencing that (a) the appropriate number of Successor Fund Shares have been credited to such Predecessor Funds account on the books of such Successor Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Successor Fund Shares have been credited to the accounts of the Predecessor Fund Shareholders on the books of such Successor Fund pursuant to paragraph 1.5. At the Closing, in each Predecessor Fund shall deliver to the corresponding Successor Fund such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such Successor Fund or its counsel may reasonably request. 3.4 In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of a Predecessor Fund (each, an "Exchange") shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of Successor Trust or Governor Fundsand the Board of Trustees of Predecessor Trust, accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio such Predecessor Fund is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day 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. 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.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 request4.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5February 18, 20012005, or such later other date as the parties may mutually agree agree. All acts taking place at the closing of the transactions provided for in writingthis Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 5:00 p.m., Eastern Time. The Closing shall take place be held at the principal office offices of Successor Trust or at such other time and/or place as the parties may agree. 3.2 Predecessor Trust shall direct the custodian for each Predecessor Fund (Predecessor Fund Custodian), to deliver to Successor Trust, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each Predecessor Fund have been delivered in proper form to the corresponding Successor Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the TrustAssets of each Predecessor Fund, 5000 Xxxxxxxxx Xxxxxincluding all applicable federal and state stock transfer stamps, Xxxxxxxxxxif any, Xxxxxxxxxxxx 00000have been paid or provision for payment has been made. Each Predecessor Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Predecessor Fund Custodian to JPMorgan Chase Bank, N.A. as the custodian for the corresponding Successor Fund (Successor Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each Predecessor Fund as of the Closing Date for the account of the corresponding Successor Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Predecessor Funds Assets held in book-0000 at 9:00 a.m. Eastern Time entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Predecessor Fund Custodian to the Successor Fund Custodian for the account of the corresponding Successor Fund as of the Closing Date by book entry, in accordance with the customary practices of the Predecessor Fund Custodian and of each such securities depository. The cash to be transferred by each Predecessor Fund shall be delivered by wire transfer of federal funds on the first business day following the Closing Date. Notwithstanding anything herein 3.3 Predecessor Trust shall direct the transfer agent for each Predecessor Fund (Transfer Agent) to deliver to Successor Trust at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Predecessor Fund Shareholder and the number and percentage ownership of each outstanding class of Predecessor Fund Shares owned by each such shareholder immediately prior to the contraryClosing. Each Successor Fund shall deliver to the Secretary of the corresponding Predecessor Fund a confirmation evidencing that (a) the appropriate number of Successor Fund Shares have been credited to such Predecessor Funds account on the books of such Successor Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Successor Fund Shares have been credited to the accounts of the Predecessor Fund Shareholders on the books of such Successor Fund pursuant to paragraph 1.5. At the Closing, in each Predecessor Fund shall deliver to the corresponding Successor Fund such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such Successor Fund or its counsel may reasonably request. 3.4 In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of a Predecessor Fund (each, an Exchange) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of Successor Trust or Governor Fundsand the Board of Trustees of Predecessor Trust, accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio such Predecessor Fund is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day 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. 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.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 request4.

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, 5000 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 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.X. X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 5December 3, 2001, 2008 or such later date as the parties may mutually agree in writing. agree.? The Closing shall take place at the principal office of the TrustAcquiring Trust at 2:00 p.m., 5000 Xxxxxxxxx XxxxxPacific Time, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 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 .? Target Trust on behalf 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 Target Fund shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio Target Fund to be transferred to the Trust's account of Acquiring Fund?s Custodian, State Street Bank and Trust Companyof New York Mellon, P.X. Xxx 0000Mutual Funds Division, 000 Xxxxxx Xxxxxx, Xxxxxxxxxxxxx Xxx Xxxx, XX 00000-0000. .? Also, the Governor Funds Target Trust, on behalf of Target Fund, shall deliver at the Closing a list of names and addresses of the shareholders of record of the Investor Target Fund Shares of the Governor Portfolio and the number of Investor Shares full and fractional shares of the Governor Portfolio beneficial interest 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 1:00 p.m., Pacific Time, on the Closing Date, certified by its transfer agent, agent or by its President to the best of their its or his knowledge and belief. The .? Acquiring Trust on behalf of Acquiring Fund shall issue and deliver a certificate or certificates evidencing Class A provide evidence satisfactory to Target Trust that such Acquiring Fund Shares have been registered in an account on the books of the Vision Portfolio to be delivered at the Closing to said transfer agent registered Acquiring Fund in such manner as the Governor Funds officers of Target Trust on behalf of Target Fund may reasonably request. ? 4. Representations and Warranties by Acquiring Trust on behalf of Acquiring Fund. ? Acquiring Trust, or provide evidence satisfactory on behalf of Acquiring Fund, represents and warrants to Target Trust that: ? (a) Acquiring Fund is a series of Acquiring Trust, a statutory trust organized originally as a Delaware corporation in September 1947, reincorporated as a Maryland corporation in 1979, and converted into a Delaware statutory trust effective February 1, 2008.? Acquiring Trust is duly registered under the 1940 Act as an open-end, management investment company and all of Acquiring Fund Shares sold were sold pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the ?1933 Act?), except for those shares sold pursuant to the Governor Funds that such private offering exemption for the purposes of raising initial capital or obtaining any required initial shareholder approvals. ? (b) Acquiring Trust is authorized to issue an unlimited number shares of beneficial interest interest, without par value, of Acquiring Fund, each outstanding share of which is, and each share of which when issued pursuant to and in accordance with the Plan will be, fully paid, non-assessable, and has or will have full voting rights.? Acquiring Trust currently issues shares of five (5)?series, including Acquiring Fund.? Acquiring Fund issues five classes of shares: Class?A, Class A Shares B, Class C, Class R, and Advisor Class shares.? No shareholder of Acquiring Trust shall have any preemptive or other right to subscribe for Acquiring Fund Shares. ? (c) The financial statements appearing in Acquiring Fund?s Annual Report to Shareholders for the Vision Portfolio fiscal year ended September 30, 2007, audited by PricewaterhouseCoopers LLP, and unaudited Semi-Annual Report to Shareholders for the period ended March 31, 2008, copies of which have been registered delivered to Target Trust, and any interim unaudited financial statements, copies of which may be furnished to Target Trust, fairly present the financial position of Acquiring Fund as of their respective dates and the results of Acquiring Fund?s operations for the periods indicated in an open account conformity with Generally Accepted Accounting Principles applied on a consistent basis. ? (d) The books and records of Acquiring Fund accurately summarize the books accounting data represented and contain no material omissions with respect to the business and operations of the Vision Portfolio in such manner as the Governor Funds may requestAcquiring Fund.

CLOSING AND CLOSING DATE. 3.1. The Closing Date for the Reorganization shall be January 5October 10, 20012003, or such later other date as the parties to such Reorganization 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 trading on the NYSE on the Closing Date unless otherwise provided. The Closing shall take place be held as of 10:00 a.m., at the principal office offices of Wxxxxxx Xxxx & Gxxxxxxxx or at such other time and/or place as the Trustparties may agree. 3.2. State Street Bank and Trust Company, 5000 Xxxxxxxxx Xxxxxthe custodian for the Acquiring Fund (the "Custodian"), Xxxxxxxxxxshall deliver as soon as practicable after the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund's portfolio securities, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time cash and any other assets have been delivered in proper form to the Acquiring Fund on the first business day following the Closing Date. Notwithstanding anything herein to the contraryDate and (b) all necessary taxes, including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made, in conjunction with the delivery of portfolio securities. 3.3. 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 applicable 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. 3.4. 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, P.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds Acquired Fund shall deliver at the Closing a list of the names and addresses of the Acquired Fund's shareholders of record of the Investor Shares of the Governor Portfolio and the number and class of Investor outstanding 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 shareholder immediately prior to the Closing Date, certified by its or provide evidence that such information has been provided to the Acquiring Fund's transfer agent, or by its President to the best of their knowledge and belief. 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 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 the Acquired Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the relevant other parties 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. 4.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5October 8, 20012004, or such later other date as the parties may mutually agree in writingagree. All acts taking place at the closing of the transaction (the "Closing") shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall take place be held at the principal office offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP or at such other time and/or place as the Trustparties may agree. 3.2 The FMI Company shall direct U.S. Bank, 5000 Xxxxxxxxx XxxxxN.A. (formerly Firstar Trust Company), Xxxxxxxxxxas custodian for the Acquired Fund (the "Custodian"), Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time to deliver, on the first next business day after the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Acquiring Fund on the next business day following the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Notwithstanding anything herein The Acquired Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to the contrarycustodian for the Acquiring Fund for examination no later than on the next business day following the Closing Date, and shall be transferred and delivered by the Acquired Fund on the next business day following the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Acquired Fund's portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 The FMI Company shall direct U.S. Bancorp Fund Services LLC (the "Transfer Agent"), on behalf of the Acquired Fund, to deliver on the next business day following 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 of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquiring 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. 3.4 In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the 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 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 Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day Friday 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. 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.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 request4.

CLOSING AND CLOSING DATE. 3.1. The Closing Date for the Reorganization shall be January 5September 26, 20012003, or such later other date as the parties to such Reorganization 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 trading on the NYSE on the Closing Date unless otherwise provided. The Closing shall take place be held as of 10:00 a.m., at the principal office offices of Wxxxxxx Xxxx & Gxxxxxxxx or at such other time and/or place as the Trustparties may agree. 3.2. State Street Bank and Trust Company, 5000 Xxxxxxxxx Xxxxxthe custodian for the Acquiring Fund (the "Custodian"), Xxxxxxxxxxshall deliver as soon as practicable after the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund's portfolio securities, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time cash and any other assets have been delivered in proper form to the Acquiring Fund on the first business day following the Closing Date. Notwithstanding anything herein to the contraryDate and (b) all necessary taxes, including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made, in conjunction with the delivery of portfolio securities. 3.3. 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 applicable 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. 3.4. 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, P.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds Acquired Fund shall deliver at the Closing a list of the names and addresses of the Acquired Fund's shareholders of record of the Investor Shares of the Governor Portfolio and the number and class of Investor outstanding 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 shareholder immediately prior to the Closing Date, certified by its or provide evidence that such information has been provided to the Acquiring Fund's transfer agent, or by its President to the best of their knowledge and belief. 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 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 the Acquired Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the relevant other parties 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. 4.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5April 25, 20012003, or such later other date as the parties may mutually agree agree. All acts taking place at the closing of the transactions provided for in writingthis Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall take place be held at the principal office offices of Framlington or at such other time and/or place as the parties may agree. 3.2 Framlington shall direct State Street Bank and Trust Company, as custodian for each Acquired Fund (Custodian), to deliver to the Trust, 5000 Xxxxxxxxx Xxxxxat the Closing, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time a certificate of an authorized officer stating that (i) the Assets of each Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the first Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of each Acquired Fund, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each Acquired Fund*s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund, as the Custodian also serves as the custodian for each Acquiring Fund. Such presentation shall be made for examination no later than five business day following days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of each Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Fund*s Assets are deposited, the corresponding Acquired Fund*s Assets deposited with such depositories. The cash to be transferred by each Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. Notwithstanding anything herein 3.3 Framlington shall direct PFPC, Inc., in its capacity as transfer agent for each Acquired Fund (Transfer Agent), to deliver to the contraryTrust at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of shares owned by each such shareholder immediately prior to the Closing. Each Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Fund*s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each Acquired Fund shall deliver to the corresponding Acquiring Fund such bills of sale, in checks, assignments, share certificates, if any, receipts or other documents as the corresponding Acquiring Fund or its counsel may reasonably request. 3.4 In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of an Acquiring Fund or the corresponding Acquired Fund (each, an Exchange) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or Governor Fundsthe Board of Trustees of Framlington, accurate appraisal of the value of the net assets of the Governor Portfolio 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. 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.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 request4.

CLOSING AND CLOSING DATE. The Closing Date shall be January 5December 3, 2001, 2008 or such later date as the parties may mutually agree in writing. agree.? The Closing shall take place at the principal office of the TrustAcquiring Trust at 2:00 p.m., 5000 Xxxxxxxxx XxxxxPacific Time, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 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 .? Target Trust on behalf 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 Target Fund shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio Target Fund to be transferred to the Trust's account of Acquiring Fund?s Custodian, State Street Bank and Trust Companyof New York Mellon, P.X. Xxx 0000Mutual Funds Division, 000 Xxxxxx Xxxxxx, Xxxxxxxxxxxxx Xxx Xxxx, XX 00000-0000. .? Also, the Governor Funds Target Trust, on behalf of Target Fund, shall deliver at the Closing a list of names and addresses of the shareholders of record of the Investor Target Fund Shares of the Governor Portfolio and the number of Investor Shares full and fractional shares of the Governor Portfolio beneficial interest 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 1:00 p.m., Pacific Time, on the Closing Date, certified by its transfer agent, agent or by its President to the best of their its or his knowledge and belief. The .? Acquiring Trust on behalf of Acquiring Fund shall issue and deliver a certificate or certificates evidencing Class A provide evidence satisfactory to Target Trust that such Acquiring Fund Shares have been registered in an account on the books of the Vision Portfolio to be delivered at the Closing to said transfer agent registered Acquiring Fund in such manner as the Governor Funds officers of Target Trust on behalf of Target Fund may reasonably request. ? 4. Representations and Warranties by Acquiring Trust on behalf of Acquiring Fund. ? Acquiring Trust, or provide evidence satisfactory on behalf of Acquiring Fund, represents and warrants to Target Trust that: ? (a) Acquiring Fund is a series of Acquiring Trust, a statutory trust organized originally as a Delaware corporation in September 1947, reincorporated as a Maryland corporation in 1979, and converted into a Delaware statutory trust effective February 1, 2008.? Acquiring Trust is duly registered under the 1940 Act as an open-end, management investment company and all of Acquiring Fund Shares sold were sold pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the ?1933 Act?), except for those shares sold pursuant to the Governor Funds that such private offering exemption for the purposes of raising initial capital or obtaining any required initial shareholder approvals. ? (b) Acquiring Trust is authorized to issue an unlimited number shares of beneficial interest interest, without par value, of Acquiring Fund, each outstanding share of which is, and each share of which when issued pursuant to and in accordance with t he Plan will be, fully paid, non-assessable, and has or will have full voting rights.? Acquiring Trust currently issues shares of five (5)?series, including Acquiring Fund.? Acquiring Fund issues five classes of shares: Class?A, Class B, Class C, Class R, and Advisor Class shares.? No shareholder of Acquiring Trust shall have any preemptive or other right to subscribe for Acquiring Fund Shares. ? (c) The financial statements appearing in Acquiring Fund?s Annual Report to Shareholders for the Class A Shares fiscal year ended September 30, 2007, audited by PricewaterhouseCoopers LLP, and unaudited Semi-Annual Report to Shareholders for the period ended March 31, 2008, copies of the Vision Portfolio which have been registered deliver ed to Target Trust, and any interim unaudited financial statements, copies of which may be furnished to Target Trust, fairly present the financial position of Acquiring Fund as of their respective dates and the results of Acquiring Fund?s operations for the periods indicated in an open account conformity with Generally Accepted Accounting Principles applied on a consistent basis. ? (d) The books and records of Acquiring Fund accurately summarize the books accounting data represented and contain no material omissions with respect to the business and operations of the Vision Portfolio in such manner as the Governor Funds may requestAcquiring Fund.

CLOSING AND CLOSING DATE. 3.1. The Closing Date for the Reorganization shall be January 5August 15, 20012016, or such later other date as the parties to such Reorganization may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place immediately prior to the opening of trading on the NYSE on the Closing Date unless otherwise provided. The Closing shall take place be held at the principal office offices of the TrustAcquired Fund or at such other place as the parties may agree. 3.2. State Street, 5000 Xxxxxxxxx Xxxxxthe custodian for the Acquiring Fund, Xxxxxxxxxxshall deliver as soon as practicable after the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund's portfolio securities, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time cash and any other assets have been delivered in proper form to the Acquiring Fund on the first business day following the Closing Date. Notwithstanding anything herein to the contrary; and (b) all necessary taxes, including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made, in conjunction with the delivery of portfolio securities. 3.3. 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 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. 3.4. The Governor Funds Acquired Fund shall have provided for delivery as of instruct its transfer agent to provide at the Closing of those Net Assets of the Governor Portfolio to be transferred Closing, or immediately prior to the Trust's CustodianClosing, State Street Bank and Trust Company, P.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver at the Closing a list of the names and addresses of the Acquired Fund's shareholders of record of the Investor Shares of the Governor Portfolio and the number and value of Investor each class of outstanding 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 shareholder to the close of business on the Closing Date, certified by Acquiring Fund's transfer agent. The Acquiring Fund shall instruct its transfer agent, or by its President agent to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates confirmation evidencing Class A Shares the value of the Vision Portfolio Acquiring Fund Shares to be delivered at credited to the Acquired Fund's account on the Closing Date to said transfer agent registered in such manner as the Governor Funds may request, Secretary of the Aberdeen Trust 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 such manner Acquiring Fund. At the Closing, the Aberdeen Trust, on behalf of the Funds, shall deliver to counsel any bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds counsel may request. 4.

CLOSING AND CLOSING DATE. 3.1. The Closing Date for the Reorganization shall be January 5October 2, 20012009, or such later other date as the parties to such Reorganization 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 trading on the NYSE on the Closing Date unless otherwise provided. The Closing shall take place be held as of 3:00 p.m., at the principal office offices of the Acquired Portfolio or at such other time and/or place as the parties may agree. 3.2. The Trust shall direct State Street, as custodian, to transfer ownership of the assets from the accounts of the Acquired Portfolio that State Street maintains as custodian for the Acquired Portfolio to the accounts of the Acquiring Portfolio that State Street maintains as custodian for the Acquiring Portfolio and to deliver to the Trust, 5000 Xxxxxxxxx Xxxxxat the Closing, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on a certificate of an authorized officer stating that the first business day following assets of the Acquired Portfolio are being delivered as of the Closing Date. Notwithstanding anything herein to The Acquired Portfolio shall deliver a certificate stating that all necessary taxes in connection with the contrarydelivery of the assets of the Acquired Portfolio, in including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. In the event that on the Closing Date, Valuation Date (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio 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 Acquiring Portfolio or the Vision Acquired 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, 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. 3.4. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Acquired Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, P.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver at the Closing a list of the names and addresses of the Acquired Portfolio's shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor outstanding 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 shareholder immediately prior to the Closing Date, certified by its or provide such information to the Acquiring Portfolio's transfer agent, or by its President to the best of their knowledge and belief. The Trust Acquiring Portfolio shall issue and deliver a certificate or certificates confirmation evidencing Class A the Acquiring Portfolio Shares to be credited to the Acquired Portfolio'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, Trust or provide evidence satisfactory to the Governor Funds Acquired Portfolio that such shares of beneficial interest of the Class A Acquiring Portfolio Shares of the Vision Portfolio have been registered in an open credited to the Acquired Portfolio's account on the books of the Vision Portfolio in such manner Acquiring Portfolio. At the Closing, the Trust, on behalf of the Portfolios, shall deliver to counsel any bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds counsel may request. 4.

CLOSING AND CLOSING DATE. The Closing Date As soon as practicable after the satisfaction or waiver of the conditions set forth herein and prior to the filing of the Certificate of Merger, a closing of the transactions contemplated hereby (the "Closing") shall be January 5take place at the offices of Vinsxx & Xlkixx X.X.P., 2001First City Tower, Houston, Texas or at such later date other location as the parties may mutually agree in writing. The date on which the Closing shall take place at occurs is referred to as the principal office "Closing Date." SECTION 5.2. Conditions to the Obligations of the TrustCompany, 5000 Xxxxxxxxx XxxxxParent and Merger Sub. The respective obligations of the Company, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on the first business day following one hand, and Parent and Merger Sub, on the other hand, to consummate the transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date. Notwithstanding anything herein Date of the following conditions, any or all of which may be waived in writing by the parties hereto, in whole or in part, to the contraryextent permitted by applicable law: (a) this Agreement shall have been approved and adopted by the stockholders of the Company as contemplated hereby; 25 27 (b) the issuance of Parent Common Stock pursuant to the Merger shall have been approved by the stockholders of Parent as contemplated hereby; (c) approval for listing by the NYSE upon official notice of issuance of the Parent Common Stock to be issued in the Merger shall have been received by Parent; (d) any waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; (e) no federal, state or foreign governmental authority or other agency or commission or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute or rule, regulation, injunction or other order (whether temporary or preliminary or permanent) which remains in effect and which has the effect of making the transactions contemplated hereby illegal or otherwise prohibiting the transactions contemplated by this Agreement, or which questions the validity or the legality of the transactions contemplated hereby and which could reasonably be expected to materially and adversely affect the value of the business of the Company; (f) the Joint Proxy Statement/Prospectus shall have been declared effective under the Securities Act and no stop orders with respect thereto shall have been issued; and Parent shall have received all Blue Sky permits and other authorizations necessary to consummate the Transactions; and (g) Parent and the Company shall have received a confirmation in writing by Ernst & Young LLP and Price Waterhouse LLP, respectively, on the Closing Date that the Merger should be treated for financial accounting purposes as a Pooling Transaction. SECTION 5.3. Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated hereby are also subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived in writing by Parent, in whole or in part, to the event extent permitted by applicable law: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct except to the extent that the breach thereof shall not constitute a Company Material Adverse Effect as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and Parent and Merger Sub shall have received a certificate of the President or the chief financial officer of the Company, dated the Closing Date, to such effect; (b) the Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate of the President or the chief financial officer of the Company, dated the Closing Date, to that effect; and (c) Vinsxx & Xlkixx X.X.P. shall have delivered to Parent its written opinion as of the date that the Joint Proxy Statement/Prospectus is first mailed to Parent's stockholders substantially to the effect that (x) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code, (y) Parent, Merger Sub and the Company will each be a party to that reorganization within the meaning of Section 368(b) of the Code, and (z) Parent, Merger Sub and the Company will not recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger, and such opinion shall not have been withdrawn or modified in any material respect. SECTION 5.4. Additional Conditions to Obligations of the Company. The obligations of the Company to effect the Merger and the other transactions contemplated hereby are also subject to the satisfaction at or 26 28 prior to the Closing Date of the following conditions, any or all of which may be waived in writing by the Company, in whole or in part, to the extent permitted by applicable law: (a) each of the NYSE representations and warranties of Parent and Merger Sub contained in this Agreement shall be closed true and correct except to trading or trading thereon the extent that the breach thereof 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 not constitute a Parent Material Adverse Effect as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank Date as though made on and Trust Company, P.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. 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 Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct as of business on such earlier date), and the Company shall have received a certificate of the President or the chief financial officer of each of the Parent and Merger Sub, dated the Closing Date, certified to such effect; (b) Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by its transfer agent, this Agreement to be performed or complied with by its President them on or prior to the best of their knowledge Closing Date, and belief. The Trust the Company shall issue and deliver have received a certificate or certificates evidencing Class A Shares of the Vision Portfolio President or the chief financial officer of each of the Parent and Merger Sub, dated the Closing Date, to that effect; (c) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing (subject to official notice of issuance) on the NYSE; and (d) Morgxx, Xxxxx & Xockius LLP shall have 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 its written opinion as of the date that such the Joint Proxy Statement/Prospectus is first mailed to the Company's stockholders substantially to the effect that (x) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code, (y) Parent, Merger Sub and the Company will each be a party to that reorganization within the meaning of Section 368(b) of the Code, and (z) no gain or loss for U.S. federal income tax purposes will be recognized by the holders of Company Common Stock upon receipt of shares of beneficial Parent Common Stock in the Merger, except with respect to any cash received in lieu of a fractional share interest of the Class A Shares of the Vision Portfolio in Parent Common Stock, and such opinion shall not have been registered withdrawn or modified in an open account on the books of the Vision Portfolio in such manner as the Governor Funds may request.any material respect. ARTICLE VI