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, 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, 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 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, 0000 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, X.X. 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 writing3.1. The Closing shall take place at the principal office of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on the first Valuation Date or on the next business day following the Valuation Date (the “Closing Date”). Notwithstanding anything herein The Closing shall be held as of 9:00 a.m. Eastern time, or at such other time as the parties may agree. The Closing shall be held in a location mutually agreeable to the contraryparties hereto. All acts taking place at the Closing shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the Closing Date unless otherwise provided. 3.2. Portfolio securities held by Acquired Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to State Street Bank and Trust Company (the “Custodian”), as custodian for Acquiring Fund, for examination no later than five business days preceding the Valuation Date. Such portfolio securities (together with any cash or other assets) shall be delivered by Acquired Fund to the Custodian for the account of Acquiring Fund on or before the Closing Date in conformity with applicable custody provisions under the 1940 Act and duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers. The portfolio securities shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 0000 Xxx) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of a Federal Funds wire, payable to the order of “State Street Bank and Trust Company, Custodian for Xxxxxx Xxxxxxx Institutional Fund, Inc.” 3.3. In the event that on the Closing Valuation Date, (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, in the judgment of both the Trust or Governor FundsCompany, on behalf of Acquiring Fund, and Acquired Fund accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Acquired Fund Assets is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, disruption and reporting shall have been restored and accurate appraisal restored. 3.4. If requested, Acquired Fund shall deliver to the Company, on behalf of Acquiring Fund, or its designee (a) at the Closing, a list, certified by Acquired Fund’s Secretary, of the value names, addresses and taxpayer identification numbers of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, 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 Acquired Fund shareholders of record of the Investor Shares of the Governor Portfolio and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding Acquired Fund shares owned by each such Acquired Fund shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Valuation Date, certified by its transfer agentand (b) as soon as practicable after the Closing, or by its President all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the best of Acquired Fund shareholders’ taxpayer identification numbers and their knowledge and beliefliability for or exemption from back-up withholding. The Trust Company, on behalf of Acquiring Fund, shall issue and deliver to such Secretary a certificate or certificates confirmation evidencing Class A delivery of Acquiring Fund Shares of the Vision Portfolio to be delivered at credited on the Closing Date to said transfer agent registered in such manner as the Governor Funds may request, Acquired Fund or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to Acquired Fund’s account on the books of Acquiring Fund. At the Vision Portfolio in Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 4.1 The Closing Date hereunder (the "Closing Date") shall be January 5, 2001, ten days after all shareholder and regulatory approvals to effectuate the Merger have been received by the Fund and the Other Funds (or such later date other day and time as the parties may be mutually agree agreed upon in writing). The Closing shall take be held in a location mutually agreeable to all the parties hereto. All acts taking place at the principal office Closing shall be deemed to take place simultaneously as of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time time on the first business day following Closing Date unless otherwise agreed by the Closing Date. Notwithstanding anything herein to the contrary, in parties. 4.2 In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, that in the judgment of both the Trust or Governor Fund and the Other Funds, accurate appraisal of the value of the net assets of the Governor Portfolio Fund or the Vision Portfolio Other Funds is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, disruption and reporting shall have been restored and accurate appraisal 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. restored. 4.3 The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Other Funds shall deliver to the Fund or its designee (a) at the Closing a list of names and addresses list, certified by its Secretary, of the shareholders of record names, addresses and taxpayer identification number, of the Investor Shares of Other Funds Shareholders (the Governor Portfolio "Other Funds Shareholders") and the number of Investor Shares of the Governor Portfolio outstanding Other Funds 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 Valuation Date, and (b) as soon as practicable after the Closing Dateall original documentation (including Internal Revenue Service forms, certified by its transfer agentcertificates, or by its President certifications and correspondence) relating to the best of Other Funds Shareholders taxpayer identification numbers and their knowledge and beliefliability for or exemption from back-up withholding. The Trust Fund shall issue and deliver a certificate or certificates confirmation evidencing Class A Shares delivery of the Vision Portfolio Fund shares to be delivered at credited on the Closing Date to said transfer agent registered in such manner as the Governor Other Funds may request, Shareholders or provide evidence reasonably satisfactory to the Governor Other Funds Shareholders that such Fund shares of beneficial interest of the Class A Shares of the Vision Portfolio have been registered in an open credited to Other Funds Shareholders account on the books of the Vision Portfolio in Fund. At the Closing each party shall deliver to the other such manner other documents or instruments as such other party or its counsel may reasonably request to effect the Governor Funds may requestconsummation of the transactions contemplated by the Agreement.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5[ ], 20012006, or at such later other date as the parties may mutually agree in writingagree. The Closing shall take place be held at the principal office offices of HighMark Capital, 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000 at[ ] or at such other time and/or place as the parties may agree. 3.2. The portfolio securities of the TrustAcquired Fund shall be made available by the Acquired Fund to Union Bank of California, 0000 Xxxxxxxxx XxxxxN.A., Xxxxxxxxxxas custodian for the Acquiring Fund (the "Custodian"), Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on for examination no later than five business days preceding the first business day following Valuation Date. On the Closing Date. Notwithstanding anything herein , such portfolio securities, as modified by the Acquired Fund through the Closing Date, and all the Acquired Fund’s cash shall be delivered by the Acquired Fund to the contraryCustodian forth account of the Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department's book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the"1940 Act"), and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of "UnionBank of California, N.A., custodian for [NAME OF ACQUIRED FUND]." 3.3. In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio Acquired Fund or the Vision Portfolio Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal within three business days after the Valuation Date, this Agreement may be terminated by the Acquiring Fund or the Acquired Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000other parties. 3.4. AlsoAt the Closing, the Governor Funds Acquired Fund or its transfer agent shall deliver at to the Closing Acquiring Fund or its designated agent a list of the names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund stockholders and the number of Investor Shares outstanding shares of common stock of the Governor Portfolio Acquired Fund owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accountsbeach Acquired Fund stockholder, all as of the close of business on the Closing Valuation Date, certified by its any Vice President, Secretary or Assistant Secretary of Bailard on behalf of the Acquired Fund or bits transfer agent, or by its President . The Acquiring Fund will provide to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide Acquired Fund evidence reasonably satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio issuable pursuant to Section 1.1 have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Acquired Fund evidence reasonably satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited prorata to open accounts in the names of Acquired Fund stockholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such manner bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the Governor Funds may requesttransfer of assets, assumption of liabilities and liquidation contemplated by Section 1.

CLOSING AND CLOSING DATE. 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, 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, 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. 4.1 The Closing Date shall be January 5, 2001, on such date or such later date as the parties officers of the Acquiring Company and the Target Company may mutually agree in writingagree. The Closing shall take be held at Columbia Threadneedle’s offices, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or such other place at or virtually as the principal office officers of the TrustAcquiring Company and the Target Company may mutually agree), 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 on or before 8:59 a.m. Eastern Time ET on the first business day following the Closing Date. Notwithstanding anything herein Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2 As of the Closing, each Target Fund’s assets, including without limitation all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the contrarycustodian for the account of the Acquiring Fund. All Investments so delivered shall be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of Investments held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the 1940 Act and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3 In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange the New York Stock 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 each Target Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when on which trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal within three business days of the value Valuation Date, this Agreement may be terminated by either the Target Company, on behalf of a Target Fund, or the Acquiring Company, on behalf of the net assets Acquiring Fund, upon the giving of written notice to 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 other party. 4.4 At the Closing of those Net Assets of the Governor Portfolio to be transferred or as soon as practicable thereafter, each Target Fund or its transfer agent shall deliver to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver at the Closing Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares outstanding shares of each class of the Governor Portfolio Target Fund owned by each such Target Fund shareholder, and indicating thereon which the number, if any, of such shares are represented by an outstanding certificates and which by book-entry accountsshare certificate, all as of the close of business on the Valuation Date. On the Closing Date, certified by its transfer agent, or by its President the Acquiring Fund will provide to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide Target Fund evidence satisfactory to the Governor Funds Target Fund that such shares of beneficial interest of the Class A Acquisition Shares of the Vision Portfolio issuable pursuant to paragraph 2.1 have been registered in an open credited to the Target Fund’s account on the books of the Vision Portfolio Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to each Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.4. 4.5 At the Closing, each party shall deliver to the other such manner bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the Governor Funds may requesttransfer of assets, assumption of Obligations and liquidation contemplated by article 2.

CLOSING AND CLOSING DATE. 3.1 The transfer of the assets of the Corresponding Series of the Current Trust in exchange for the assumption by the respective Successor Trusts of the liabilities of such Corresponding Series and the issuance of Successor Trust Shares to the respective Corresponding Series, as described above, together with related acts necessary to consummate such acts (the "Closing"), shall occur at the offices of Xxxx and Xxxx LLP at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 on June 30, 1998 (the "Closing Date shall be January 5, 2001Date"), or at such later other place or date on or prior to December 31, 1998 as the parties may mutually agree in writing. The Closing shall take All acts taking place at the principal office Closing shall be deemed to take place simultaneously as of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 last daily determination of the net asset value of the Corresponding Series or at 9:00 a.m. Eastern Time on such other time and/or place as the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in parties may agree. 3.2 In the event that on the Closing Date, Date (a) the NYSE shall be New York Stock Exchange is closed to trading or trading thereon shall be is restricted or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be in any market in which portfolio securities of the Current Trust are traded is disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets Net Assets of the Governor Portfolio or the Vision Portfolio Current Trust is impracticable, the Closing Date shall be postponed until the first business day after the day when upon which trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal restored. 3.3 Each Corresponding Series of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Current 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, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver at the Closing a list certificate or separate certificates of names an authorized officer stating that it has notified the Custodian, as custodian for the respective Corresponding Series and addresses the respective Successor Trust, of the conversion of such Corresponding Series of the Current Trust to the respective Successor Trust. 3.4 Pioneering Services Corporation, as shareholder services and transfer agent for the Current Trust, shall deliver at the Closing certificates as to the conversion on its books and records of the accounts of the shareholders of record the Corresponding Series of the Investor Shares Current Trust to accounts as holders of shares of the Governor Portfolio and the number of Investor Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and beliefrespective Successor Trusts. The Each Successor Trust shall issue and deliver to the Current Trust a certificate or certificates confirmation evidencing Class A Shares the shares of the Vision Portfolio that Successor Trust to be delivered at credited on the Closing to said transfer agent registered in such manner as the Governor Funds may request, Date or provide evidence satisfactory to the Governor Funds respective Corresponding Series that such shares of beneficial interest such Successor Trust have been credited to the account of the Class A Shares of the Vision Portfolio have been registered in an open account Corresponding Series on the books of such Successor Trust. At the Vision Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts or other documents as such other party or its counsel may reasonably request. 3.5 Portfolio securities that are not held in book-entry form in the name of the Custodian as record holder for each of the Corresponding Series of the Current Trust shall be presented by the respective Corresponding Series of the Current Trust to the Custodian for examination no later than five business days preceding the Closing Date. Portfolio securities which are not held in book-entry form shall be delivered by the respective Corresponding Series of the Current Trust to the Custodian for the account of the respective Successor Trust on the Closing Date, duly endorsed in proper form for transfer, in such manner condition as to constitute good delivery thereof in accordance with the Governor Funds may requestcustom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Custodian in book-entry form on behalf of a Corresponding Series of the Current Trust shall be delivered to the respective Successor Trust by the Custodian by recording the transfer of beneficial ownership thereof on its records. The cash of a Corresponding Series of the Current Trust to be delivered shall be in the form of currency or by the Custodian crediting the respective Successor Trust's account maintained with the Custodian with immediately available funds.

CLOSING AND CLOSING DATE. 4.1 The Closing Date shall be January 5, 2001, on such date or such later date as the parties officers of the Acquiring Company and the Target Company may mutually agree in writingagree. The Closing shall take be held at Columbia Threadneedle’s offices, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or such other place at or virtually as the principal office officers of the TrustAcquiring Company and the Target Company may mutually agree), 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 on or before 8:59 a.m. Eastern Time ET on the first business day following the Closing Date. Notwithstanding anything herein Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2 As of the Closing, each Target Fund’s assets, including without limitation all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the contrarycustodian for the account of the corresponding Acquiring Fund. All Investments so delivered shall be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of Investments held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the 1940 Act and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3 In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange the New York Stock 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 each Target Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when on which trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal within three business days of the value Valuation Date, this Agreement may be terminated by either the Target Company, on behalf of a Target Fund, or the Acquiring Company, on behalf of the net assets corresponding Acquiring Fund, upon the giving of written notice to 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 other party. 4.4 At the Closing of those Net Assets of the Governor Portfolio to be transferred or as soon as practicable thereafter, each Target Fund or its transfer agent shall deliver to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver at the Closing corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares outstanding shares of each class of the Governor Portfolio Target Fund owned by each such Target Fund shareholder, and indicating thereon which the number, if any, of such shares are represented by an outstanding certificates and which by book-entry accountsshare certificate, all as of the close of business on the Valuation Date. On the Closing Date, certified by its transfer agent, or by its President the Acquiring Fund will provide to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide Target Fund evidence satisfactory to the Governor Funds Target Fund that such shares of beneficial interest of the Class A Acquisition Shares of the Vision Portfolio issuable pursuant to paragraph 2.1 have been registered in an open credited to the Target Fund’s account on the books of the Vision Portfolio Acquiring Fund. On the Liquidation Date, each Acquiring Fund will provide to the corresponding Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.4. 4.5 At the Closing, each party shall deliver to the other such manner bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the Governor Funds may requesttransfer of assets, assumption of Obligations and liquidation contemplated by article 2.

CLOSING AND CLOSING DATE. 3.1 The Closing Date transfer of the Current Fund's assets in exchange for the assumption by the Successor Fund of the Current Fund's liabilities and the issuance of Successor Shares to the Current Fund, as described above, together with related acts necessary to consummate such acts (the "Closing"), shall be January 5occur at the offices of Hale and Dorr at 60 State Street, 2001Bosxxx, Masxxxxusetxx 00000 xx Xxxxx 00, 0000 ("Xxxxxxx Xxxx"), or at such later other place or date on or prior to May 31, 1996 as the parties may mutually agree in writing. The Closing shall take All acts taking place at the principal office Closing shall be deemed to take place simultaneously as of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 last daily determination of the net asset value of any Current Fund or at 9:00 a.m. Eastern Time on such other time and/or place as the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in parties may agree. 3.2 In the event that on the Closing Date, Date (a) the NYSE shall be New York Stock Exchange is closed to trading or trading thereon shall be is restricted or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be in any market in which portfolio securities of any Current Fund are traded is disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the total net assets of the Governor Portfolio or the Vision Portfolio Current Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when upon which 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. restored. 3.3 The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds Current Fund shall deliver at the Closing a list certificate or separate certificates of names and addresses an authorized officer stating that it has notified the Custodian, as custodian for the Current Fund, of the shareholders of record Current Fund's reorganization as the Successor Fund. 3.4 Pioneering Services Corporation, as shareholder services and transfer agent for the Current Fund, shall deliver at the Closing a certificate as to the conversion on its books and records of the Investor Shares Current Fund Shareholder account to an account as a holder 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 beliefSuccessor Shares. The Successor Trust shall issue and deliver to the Current Fund a certificate or certificates confirmation evidencing Class A the Successor Shares of the Vision Portfolio to be delivered at credited on the Closing to said transfer agent registered in such manner as the Governor Funds may request, Date or provide evidence satisfactory to the Governor Funds Current Fund that such shares of beneficial interest of the Class A Successor Shares of the Vision Portfolio have been registered in an open credited to the Current Fund's account on the books of the Vision Successor Trust. At the Closing each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request. 3.5 Portfolio securities that are not held in book-entry form in the name of the Custodian as record holder for the Current Fund shall be presented by the Current Fund to the Custodian for examination no later than five business days preceding the Closing Date. Portfolio securities which are not held in book-entry form shall be delivered by the Current Fund to the Custodian for the account of the Successor Fund on the Closing Date, duly endorsed in proper form for transfer, in such manner condition as to constitute good delivery thereof in accordance with the Governor Funds may requestcustom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Custodian in book-entry form on behalf of the Current Fund shall be delivered to the Successor Fund by the Custodian by recording the transfer of beneficial ownership thereof on its records. The cash delivered shall be in the form of currency or by the Custodian crediting the Successor Fund' account maintained with the Custodian with immediately available funds.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5on May 1, 20012006, or on such later other date as the parties may mutually agree in writingagree. The Closing shall take place be held at 10:00 a.m. at the principal office Advisor's offices, Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or such other place as the parties may agree), at such time as the parties may agree. 3.2. The portfolio securities of each Acquired Fund shall be made available by the TrustAcquired Fund to the custodian for the corresponding Acquiring Fund (the "Custodian"), 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on for examination no later than five business days preceding the first business day following Valuation Date. On the Closing Date. Notwithstanding anything herein , such portfolio securities and all the Acquired Fund's cash shall be delivered by the Acquired Fund to the contraryCustodian for the account of the Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department's book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the 1940 Act and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of "State Street Bank and Trust Company, custodian for [corresponding Acquiring Fund]." 3.3. In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio each Acquired Fund or the Vision Portfolio corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal within three business days of the value Valuation Date, this Agreement may be terminated by either the Acquired Fund or the corresponding Acquiring Fund upon the giving of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodianother party. 3.4. At the Closing, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds each Acquired Fund or its transfer agent shall deliver at to the Closing corresponding Acquiring Fund or its designated agent 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 Shares outstanding shares of each class of the Governor Portfolio Acquired Fund owned by each such Acquired Fund shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Valuation Date, certified by its transfer agentany Vice President, Secretary or by its President Assistant Secretary of the Acquired Fund. The Acquiring Trust will provide to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide Acquired Fund evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquisition Shares of the Vision Portfolio issuable pursuant to paragraph 1.1 have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio Acquiring Fund. On the Liquidation Date, each Acquiring Fund will provide to the corresponding Acquired Fund evidence satisfactory to the corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the corresponding Acquired Fund's shareholders as provided in paragraph 1.3. 3.5. At the Closing, each party shall deliver to the other such manner bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the Governor Funds may requesttransfer of assets, assumption of liabilities and liquidation contemplated by paragraph 1.

CLOSING AND CLOSING DATE. 10.1 The Closing Date shall be Parties, acknowledging that the Board of Directors of the Purchaser has already approved the transaction and to the extent of the absence of any material adverse changes in the Shipping Business during the period of January 51, 20012004 to the date of today, or such later date as agree that the parties may mutually agree in writing. The Closing payment of the price and the delivery of the Shares (the “Closing”) shall take place at place, subject to the principal office satisfaction of the Trustconditions precedent referred to in Clause 10, 0000 Xxxxxxxxx Xxxxxno later than April 30, Xxxxxxxxxx2004, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on unless such date is extended by written agreement between the first business day following Parties (the “Closing Date. Notwithstanding anything herein to the contrary, in the event that on ”). 10.2 At the Closing Date, the Parties shall carry out the following actions: (ai) The Sellers and the NYSE Purchaser 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, appear before a Notary Public in the judgment city of Madrid to be designated jointly by the Sellers and the Purchaser in order to execute the transfer of the Trust or Governor Funds, accurate appraisal XXXXX Quotas by the NUFER Sellers and the NFT Minority Shares by the Minority Sellers and the shares of the value LNG Companies owned by Xx. Xxxxxxxxx Xxxxxx and by Xx. Xxxxx Xxxxxxxxx-Xxxxxx Riva in the terms and conditions contained in this Agreement. (ii) The Sellers shall deliver to the Purchaser the share certificates or provisional share certificates or title or deed of ownership, as the case may be, representing the Shares and making the appropriate entries in the Stock Registers of XXXXX and NFT. Likewise, Xx. Xxxxxxxxx Xxxxxx shall deliver to the Purchaser, the share certificates or provisional share certificates or title or deed of ownership, as the case may be, representing the shares he owns in each of the net assets LNG Companies and making the appropriate entries in the Stock Registers of each of the Governor Portfolio or LNG Companies. (iii) The Purchaser shall pay to the Vision Portfolio is impracticableSellers the Purchase Price (after deducting the Payment on Account with respect to the XXXXX Quotas owned by Xx. Xxxxxxxxx Xxxxxx) in the proportions set forth in Schedule 10.2 (iii), by means of a money transfer of immediately available funds, value same day, to the Closing Date shall be postponed until bank account that the first business day after the day when trading Sellers 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 designated. (iv) Xx. Xxxxxxxxx Xxxxxx and the Vision Portfolio is practicable Sellers, as the case may be, shall issue a statement in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery writing as of the Closing Date certifying that the Non related Assets and Liabilities have been sold, transferred and excluded from XXXXX and NFT as the case may be; (v) The Sellers shall issue a statement in writing dated as of those Net Assets Closing Date certifying the accuracy and correctness of the Governor Portfolio to be transferred Representations and Warranties of the Sellers set out in Clauses 4.1 and 4.2 as they apply to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. AlsoNFT Consolidated Statutory Accounts, the Governor Funds NFT Final Proforma Balance Sheet, the XXXXX Statutory Accounts and the XXXXX Final Proforma Balance Sheet; (vi) The Sellers shall deliver at or shall make available to the Closing a list of names and addresses of Purchaser the shareholders of record of following documentation concerning the Investor Shares of the Governor Portfolio Oil Tankers and the number LNG Vessels: (a) Certificate 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 requestownership.

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, 0000 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, X.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 February 5, 20012010, or such later other date as the parties may mutually agree in writing. All acts taking place at 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 4:00p.m. Eastern time. The Closing shall take place be held at the principal office offices of the Acquiring Trust, 0000 Xxxxxxxxx Xxxxx000 Xxxxxxxx Xxxxxxxxx, XxxxxxxxxxXxxxxxx, Xxxxxxxxxxxx 00000-0000 , or at 9:00 a.m. Eastern Time on such other place and time as the first business day following the Closing Dateparties shall mutually agree. 3.2. Notwithstanding anything herein to the contrary, in In the event that on the Closing Date, Valuation Date (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (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 of the Trust or Governor FundsTrust’s officers, 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 restored. 3.3. The Institutional Trust shall direct the Custodian for the Acquired Fund (“Custodian”) to deliver, at the Closing, a certificate of an authorized officer stating that (a) the assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and accurate appraisal (b) all necessary taxes in connection with the delivery of the value of the net assets of the Governor Portfolio assets, including all applicable Federal and the Vision Portfolio is practicable in the judgment of the Trust and Governor Fundsstate stock transfer stamps, if any, have been paid or provision for payment has been made. The Governor Funds Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall have provided for delivery be transferred and delivered by the Acquired Fund as of the Closing of those Net Assets Date for the account of the Governor Portfolio Acquiring Fund duly endorsed in proper form for transfer in such condition as to be transferred constitute good delivery thereof. The Acquired Fund shall direct the Custodian to deliver portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, as of the Closing Date by book entry in accordance with the customary practices of such depositories and the custodian for the Acquiring Fund. 3.4. The Institutional Trust, on behalf of the Acquired Fund, shall deliver to the Acquiring Trust's Custodian, State Street Bank and Trust Companyon behalf of the Acquiring Fund, X.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 shareholders of record each shareholder of the Investor Shares of the Governor Portfolio Acquired Fund and the number of Investor Shares of the Governor Portfolio outstanding Institutional Class 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 agentthe Institutional Trust’s Secretary or Assistant Secretary. The Acquiring Trust, or by its President on behalf of the Acqiring Fund, shall cause VGI to deliver at the Closing a certificate as to the best opening of their knowledge and beliefaccounts in the shareholders' names on the Acquiring Fund’s share transfer books. The Trust Acquiring Trust, on behalf of the Acquiring Fund, shall issue and deliver a certificate or certificates evidencing Class A Shares confirmation to the Institutional Trust, on behalf of the Vision Portfolio Acquired Fund, evidencing the Acquiring Fund Shares to be delivered at credited to the Acquired Fund on the Closing to said transfer agent registered in such manner as the Governor Funds may request, Date or provide evidence satisfactory to the Governor Funds Institutional Trust, on behalf of the Acquired Fund, that such shares have been credited to the Acquired Fund’s account on such books. At the Closing, each party shall deliver to the other such bills of beneficial interest sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.5. The Institutional Trust, on behalf of the Class A Shares Acquired Fund, and the Acquiring Trust, on behalf of the Vision Portfolio have been registered Acquiring Fund, shall each deliver to the other at the Closing a certificate executed in its name by an open account on authorized officer and in form and substance satisfactory to the books recipient and dated the Closing Date to the effect that the representations and warranties it made in this Agreement are true and correct as of the Vision Portfolio in such manner as Closing Date except that they may be affected by the Governor Funds may requesttransactions contemplated by this Agreement.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5______________, 2001, or such later date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise provided. The Closing shall take place be held as of 5:00 p.m. at the principal office offices of Deutsche Asset Management, Xxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at such other time and/or place as the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 parties may agree. 3.2. The custodian for the Acquired Fund (the `Custodian') shall deliver at 9:00 a.m. Eastern Time the Closing a certificate of an authorized officer stating that: (a) the Acquired 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 to the contraryDate and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have 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 BT Trust or the MG Trust 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 or the Vision Portfolio parties hereto 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 the Closing of those Net Assets of the Governor Portfolio to be transferred deliver to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver Acquiring Fund at the Closing a list of names the names, addresses, taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding full and fractional shares owned by each such shareholdershareholder immediately prior to the Closing, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as certified on behalf of the close Acquired Fund by the President or a Vice President of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and beliefMG Trust. 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 MG Trust on behalf of the Closing to said transfer agent registered in such manner as the Governor Funds may requestAcquired Fund, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5June 28, 20012010, or on such later other date as the parties may mutually agree in writingagree. The Closing shall take place be held at the principal office offices of the TrustXxxxxx Xxxxxxxx LLP, 0000 Xxxxxxxxx Xxxxx3000 Two Xxxxx Square, Xxxxxxxxxx00xx xxx Xxxx Xxxxxxx, Xxxxxxxxxxxx Xxxxxxxxxxxx, XX 00000-0000 , at 9:00 a.m. Eastern Time on or at such other time and/or place as the first parties may agree. 3.2. The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to PFPC Trust Company, as custodian for the corresponding Acquiring Fund (the “Custodian”), for examination no later than five business day following days preceding the Closing Valuation Date. Notwithstanding anything herein to the contrary, in the event that on On the Closing Date, such portfolio securities and all the Acquired Fund’s cash shall be delivered by the Acquired Fund to the Custodian for the account of the Acquiring Fund, which portfolio securities shall be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”), and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of “PFPC Trust Company, custodian for [___] Fund.” 3.3. If on the Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio an Acquired Fund or the Vision Portfolio corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days after the Valuation Date, the Valuation Date shall be postponed to a date mutual agreeable to Pacific Capital and accurate appraisal of FundVantage. 3.4. At the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds Closing, each Acquired Fund or its transfer agent shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred deliver to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver at the Closing corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Acquired Fund shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares outstanding shares of the Governor Portfolio Acquired Fund owned by each such Acquired Fund shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Valuation Date, certified by its transfer agentthe President, any Vice President, the Secretary or by its President any Assistant Secretary of Pacific Capital on behalf of the Acquired Fund. The Acquiring Fund shall provide to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide Acquired Fund evidence reasonably satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio issuable pursuant to Section 1.1 have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio Acquiring Fund. On the Liquidation Date, the Acquiring Fund shall provide to the Acquired Fund evidence reasonably satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited pro rata to open accounts in the names of Acquired Fund shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such manner bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the Governor Funds may requesttransfer of assets, assumption of liabilities and liquidation contemplated by Section 1.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5December 10, 2001, 1999 or such later other date on or before June 30, 2000 as the parties may mutually agree in writingagree. The Closing shall take place be held as of 5:00 p.m. at the principal office offices of the TrustTrust and the Acquired Fund, 0000 Xxxxxxxxx Xxxxx000 Xxxxxxxxxx Xxxxxx, XxxxxxxxxxXxxxxx, Xxxxxxxxxxxx Xxxxxxxxxxxxx 00000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are not held in book-0000 at 9:00 a.m. Eastern Time on entry form in the first name of the Custodian as record holder for the Acquired Fund shall be presented by the Acquired Fund to the Custodian for examination no later than three business day following days preceding the Closing Date. Notwithstanding anything herein Portfolio securities which are not held in book-entry form shall be delivered by the Acquired Fund to the contraryCustodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Custodian in book- entry form on behalf of the Acquired Fund shall be delivered to the Acquiring Fund by the Custodian by recording the transfer of beneficial ownership thereof on its records. The cash delivered shall be in the form of currency or by the Custodian crediting the Acquiring Fund's account maintained with the Custodian with immediately available funds. 3.3 In the event that on the Closing Date, Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange 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 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; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before June 30, 2000, this Agreement may be terminated by the Acquiring Fund or by the Acquired Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other party. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the Acquired Fund shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares outstanding shares of each class of beneficial interest of the Governor Portfolio Acquired Fund owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agentTreasurer, Secretary or by its President to other authorized officer (the best of their knowledge and belief"Shareholder List"). The Trust Acquiring Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Acquiring Fund Shares of the Vision Portfolio to be delivered at credited on the Closing to said transfer agent registered in such manner as the Governor Funds may requestDate, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. (a) The Closing Date of the Merger (the "Closing Date") shall be January 5, 2001, or such later date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the time 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. New York Time. The Closing shall take place be held at the principal office offices of Ropes & Gray LLP, xxxxted at One Intexxxxxxxxx Xxxxx, Xxxxxx, XX 00000 xx xx xxxh other time and/or place as the parties may agree. As soon as practicable following the Closing, Acquired Fund and Acquiring Fund will cause the Certificate of Merger (the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on State of Delaware as required by the first business day following DGCL and the Closing DateLLC Act. Notwithstanding anything herein to The Merger shall become effective upon the contrary, filing of the Certificate of Merger with the Secretary of State of the State of Delaware or such later time as may be provided for in the Certificate of Merger (the "Effective Time"). (b) In the event that on the Closing Date, Valuation Date (ai) the NYSE primary trading market for portfolio securities of the Acquiring Fund or Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted or (bii) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust Board of Directors of the Acquired Fund or Governor Fundsthe Board of Trustees of the Acquiring Fund, 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 Valuation 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, 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 requestrestored.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5September 30, 20011999, or such later date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise provided. The Closing shall take place be held as of 5:00 p.m. at the principal office offices of Bankers Trust Company, One South Street, Baltimore, Maryland 21202, or at such other time and/ox xxxxx xx xxx xxxxxxx xxx xxxxx. 0.2. The custodian for the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 Acquired Fund (the "Custodian") shall deliver at 9:00 a.m. Eastern Time the Closing a certificate of an authorized officer stating that: (a) the Acquired 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 to the contraryDate and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have 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 BT Investment Portfolios 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 or the Vision Portfolio parties hereto 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 the Closing of those Net Assets of the Governor Portfolio to be transferred deliver to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver Acquiring Fund at the Closing a list of names the names, addresses, taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding shares owned by each such shareholdershareholder immediately prior to the Closing, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as certified on behalf of the close Acquired Fund by the President or a Vice President of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and beliefBT Trust. 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 BT Trust on behalf of the Closing to said transfer agent registered in such manner as the Governor Funds may requestAcquired Fund, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.. H&D Draft 7/19/99

CLOSING AND CLOSING DATE. 3.1 The Closing Date transfer of the Current Fund's assets in exchange for the assumption by the Successor Fund of the Current Fund's liabilities and the issuance of Successor Shares to the Current Fund, as described above, together with related acts necessary to consummate such acts (the "Closing"), shall be January 5occur at the offices of Hale and Dorr at 60 State Xxxeet, 2001Xxxxon, Xxxxxxxxxxxxx 00000 xx Xxxxxxx 00, 0000 ("Xxosing Date"), or at such later other place or date on or prior to March 31, 1996 as the parties may mutually agree in writing. The Closing shall take All acts taking place at the principal office Closing shall be deemed to take place simultaneously as of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 last daily determination of the net asset value of any Current Fund or at 9:00 a.m. Eastern Time on such other time and/or place as the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in parties may agree. 3.2 In the event that on the Closing Date, Date (a) the NYSE shall be New York Stock Exchange is closed to trading or trading thereon shall be is restricted or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be in any market in which portfolio securities of any Current Fund are traded is disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the total net assets of the Governor Portfolio or the Vision Portfolio Current Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when upon which 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. restored. 3.3 The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds Current Fund shall deliver at the Closing a list certificate or separate certificates of names and addresses an authorized officer stating that it has notified the Custodian, as custodian for the Current Fund, of the shareholders of record of Current Fund's reorganization as the Investor Shares of the Governor Successor Fund. 3.5 Portfolio and the number of Investor Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares securities that are represented by outstanding certificates and which by not held in book-entry accounts, all as form in the name of the close Custodian as record holder for the Current Fund shall be presented by the Current Fund to the Custodian for examination no later than five business days preceding the Closing Date. Portfolio securities which are not held in book-entry form shall be delivered by the Current Fund to the Custodian for the account of business the Successor Fund on the Closing Date, certified duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Custodian in book-entry form on behalf of the Current Fund shall be delivered to the Successor Fund by the Custodian by recording the transfer of beneficial ownership thereof on its transfer agent, records. The cash delivered shall be in the form of currency 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 Custodian crediting the Vision Portfolio to be delivered at Successor Fund' account maintained with 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 requestCustodian with immediately available funds.

CLOSING AND CLOSING DATE. (a) The Closing Date of the Merger (the “Closing Date”) shall be January 5, 2001, or such later date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the time 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. New York Time. The Closing shall take place be held at the principal office offices of Ropes & Xxxx LLP, located at Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, XX 00000 or at such other time and/or place as the parties may agree. As soon as practicable following the Closing, Acquired Fund and Acquiring Fund will cause the Certificate of Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on State of Delaware as required by the first business day following DGCL and the Closing DateLLC Act. Notwithstanding anything herein to The Merger shall become effective upon the contrary, filing of the Certificate of Merger with the Secretary of State of the State of Delaware or such later time as may be provided for in the Certificate of Merger (the “Effective Time”). (b) In the event that on the Closing Date, Valuation Date (ai) the NYSE primary trading market for portfolio securities of the Acquiring Fund or Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted or (bii) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust Board of Directors of the Acquired Fund or Governor Fundsthe Board of Trustees of the Acquiring Fund, 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 Valuation 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, 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 requestrestored.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5August 16, 2001, 2013 or such later other date on or before December 31, 2013 as the parties may mutually agree in writingagree. The Closing shall take place be held at 5:00 p.m., Boston time, at the principal office offices of Trust I and Trust II, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities shall be transferred by the Acquired Fund to the Surviving Fund Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department’s book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of “State Street Bank and Trust Company, Custodian for the MFS Strategic Income Portfolio” or in the name of any successor organization. 3.3 If on the Closing Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before December 31, 2013, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Date (the best of their knowledge and belief“Shareholder List”). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of credited on the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. The Closing Date 3.1 Consummation of the Reorganization and related acts (the "Closing") shall be January 5occur on October 1, 2001, 2001 or such later other date as to which the parties may mutually agree in writing(the "Closing Date"). All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise provided. The Closing shall take place be held at 4:30 p.m., New York time, at the principal office offices of Dreyfus, 200 Park Avenue, New York, New York, xx xxxx xxxxx xxxx xxx/xx xxxxx xx the parties may mutually agree. 3.2 The Fund shall deliver to the Acquiring Fund at the Closing a statement of assets and liabilities, including a schedule of the TrustAssets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, 0000 Xxxxxxxxx Xxxxxas of the Closing, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 certified by the Company's Treasurer or Assistant Treasurer. The Custodian shall deliver at 9:00 a.m. Eastern Time the Closing a certificate of an authorized officer stating that the Assets have been presented for examination to the Acquiring Fund prior to the Closing Date and have been delivered in proper form to the Acquiring Fund. 3.3 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 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 the NYSE or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal of restored. 3.4 The 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 Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds Fund 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 outstanding Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President 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 requestCompany, or provide evidence satisfactory to the Governor Funds Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5August 16, 2001, 2013 or such later other date on or before December 31, 2013 as the parties may mutually agree in writingagree. The Closing shall take place be held at 5:00 p.m., Boston time, at the principal office offices of Trust I and Trust II, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities shall be transferred by the Acquired Fund to the Surviving Fund Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department’s book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of “State Street Bank and Trust Company, Custodian for the MFS High Yield Portfolio” or in the name of any successor organization. 3.3 If on the Closing Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before December 13, 2013, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Date (the best of their knowledge and belief“Shareholder List”). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of credited on the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5April 28, 20012000, or such later date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise provided. The Closing shall take place be held as of 5:00 p.m. at the principal office offices of the Bankers Trust, 0000 Xxxxxxxxx XxxxxXxx Xxxxx Xxxxxx, XxxxxxxxxxXxxxxxxxx, Xxxxxxxxxxxx Xxxxxxxx 00000-0000 , or at 9:00 a.m. Eastern Time such other time and/or place as the parties may agree. 3.2. The custodian for the Acquired Fund (the "Custodian") shall deliver at the Closing a certificate of an authorized officer stating that: (a) the Acquired 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 to the contraryDate and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have 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 BT Trust or the MG Trust 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 or the Vision Portfolio parties hereto 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 the Closing of those Net Assets of the Governor Portfolio to be transferred deliver to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver Acquiring Fund at the Closing a list of names the names, addresses, taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding full and fractional shares owned by each such shareholdershareholder immediately prior to the Closing, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as certified on behalf of the close Acquired Fund by the President or a Vice President of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and beliefMG Trust. 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 MG Trust on behalf of the Closing to said transfer agent registered in such manner as the Governor Funds may requestAcquired Fund, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 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, 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, 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 5February 18, 20012000, or such later date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise provided. The Closing shall take place be held as of 5:00 p.m. at the principal office offices of Xxxxxxx Xxxxx Barney Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time and/or place as the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on the first business day following the Closing Dateparties may agree. 3.2. Notwithstanding anything herein to the contrary, in In the event that on the Closing Date, Valuation Date (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Fundsrestored. 3.3. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, X.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 shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund's Shareholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding shares owned by each such shareholdershareholder immediately prior to the Closing, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as certified on behalf of the close Acquired Fund by the Chairman of business on the Closing Date, certified by its transfer agent, or by its President to Board of the best of their knowledge and beliefAcquired Fund. The Trust Acquiring Fund shall issue and deliver a certificate or certificates confirmation evidencing Class A the Acquiring Fund Shares to be credited to the Acquired Fund's account on the Closing Date to the Secretary of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestAcquired Fund, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1. The transfer of substantially all of the Fund's assets in exchange for the assumption by the Trust of the liabilities of the Fund and the issuance of Class A Shares, as described above, together with all related acts necessary to consummate such acts (the "Closing"), shall occur on March 20, 1998 (the "Closing Date shall be January 5Date") at the offices of Forum Financial Services, 2001Inc., sub-administrator of the Trust, Two Portland Square, Portland, Maine, or at such other place or later date as the parties may mutually agree in writingagree. The Closing shall take All acts taking place at the principal office Closing shall be deemed to take place simultaneously as of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 last determination of the Fund's net asset value or at 9:00 a.m. Eastern Time on such other time and place as the first business day following the Closing Dateparties may agree. 3.2. Notwithstanding anything herein to the contrary, in In the event that on the Closing Date, Date (aA) the NYSE shall be New York Stock Exchange is closed to trading trading, or trading thereon shall be restricted is restricted, or (bB) trading or the reporting of trading on such said exchange or elsewhere shall be in any market in which portfolio securities of the Fund are traded is disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the total net assets of the Governor Portfolio or the Vision Portfolio Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when upon which trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal restored. For purposes of this Agreement, a "business day" shall mean each day that the value of the net assets of the Governor Portfolio and the Vision Portfolio New York Stock Exchange is practicable in the judgment of the Trust and Governor Fundsopen for trading. 3.3. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds Fund shall deliver at the Closing a list certificate of names and addresses an authorized officer of the shareholders of record Fund stating that it has notified the custodian of the Investor Shares Fund of the Governor Portfolio and the number of Investor Shares transfer 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 assets of the close of business on Fund to the Trust. 3.4. The transfer agent for the Fund shall deliver at the Closing Date, certified by its transfer agent, or by its President a certificate as to the best closing of their knowledge the transfer books of the Fund prior to the Closing Date and beliefto the transfer of the Fund Stockholders' accounts to the transfer agent of the Trust. The Trust shall issue and deliver a certificate or certificates evidencing confirmation to the Fund of the number of Class A Shares of the Vision Portfolio to be delivered at credited to the Fund with respect to the Trust on the Closing to said transfer agent registered in such manner as the Governor Funds may request, Date or provide evidence satisfactory to the Governor Funds Fund that such shares of beneficial interest of the Class A Shares of the Vision Portfolio have been registered in an open credited to the Fund's account on the books of the Vision Portfolio in Trust. 3.5. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts, instructions and other documents as the Governor Funds such party may deem appropriate or as such other party may reasonably request.

CLOSING AND CLOSING DATE. 2.1 The Closing Date shall be January 5, 20012017, or such later other date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of 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. New York Time. The Closing shall take place be held at the principal office offices of the TrustJCM, 0000 Xxxxxxxxx Xxxxx000 Xxxxxxx Xxxxxx, XxxxxxxxxxXxxxxx, Xxxxxxxxxxxx Xxxxxxxx 00000-0000 0000, or at 9:00 a.m. Eastern Time on such other time and/or place, or by such other means of communication, as the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in parties may agree. 2.2 In the event that on the Closing Date, Date or the Valuation Time (ai) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Target Fund (each, an “Exchange”) shall be closed to trading or trading thereon shall be restricted or (bii) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of the Janus Trust or Governor Fundsthe Xxxxxxxxx Trust or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Governor Portfolio a Acquiring Fund or the Vision Portfolio a Target Fund is impracticable, the Closing Date shall be postponed until at least the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal restored. 2.3 The Xxxxxxxxx Trust shall cause Boston Financial Data Services, transfer agent 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 Target Fund, to be transferred to the Trust's Custodian, State Street Bank and Trust Company, X.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 Current Shareholders and the number, class, dividend reinvestment election, tax withholding status and percentage ownership of record outstanding shares of the Investor Shares of the Governor Portfolio and the number of Investor Shares of the Governor Portfolio Target Fund owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President shareholder immediately prior to the best of their knowledge and beliefClosing. The Janus Trust shall issue and deliver or cause Janus Services LLC, the transfer agent to the Acquiring Fund, to issue and deliver a certificate or certificates confirmation evidencing the Class A A, C, I and N 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 request, Xxxxxxxxx Trust or provide evidence satisfactory to the Governor Funds Xxxxxxxxx Trust that such shares of beneficial interest Class A, C, I and N Acquiring Fund Shares have been credited to the account of the Class A Shares of the Vision Portfolio have been registered in an open account Current Shareholders on the books of the Vision Portfolio Acquiring Fund. 2.4 The Target Fund shall cause its custodian to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer identifying all of the Target Fund’s portfolio securities, investments, cash, and any other Assets as of the Valuation Time and stating that the Target Fund’s portfolio securities, investments, cash, and any other Assets shall have been delivered in proper form to constitute good delivery thereof to the Acquiring Fund’s custodian on behalf of the Acquiring Fund on the Closing Date. The Acquiring Fund shall cause its custodian to deliver to the Target Fund at the Closing, a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund’s portfolio securities, cash and other Assets on the Closing Date. 2.5 At the Closing, each party shall deliver to the other such manner bills of sales, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 2.6 The net asset value per share of the Acquiring Fund Shares to be delivered to the Target Fund, the value of the Assets of the Target Fund transferred hereunder and the value of the Liabilities of the Target Fund to be assumed hereunder shall, in each case, be determined as of the Valuation Time. Such valuations and determinations shall be made by the Acquiring Fund, in cooperation with the Target Fund, in accordance with the Acquiring Fund’s valuation procedures established by the Board of Trustees of the Janus Trust, which shall be provided to the Target Fund prior to the Valuation Time, and shall be confirmed in writing to the Target Fund. All computations of value shall be subject to review by the Target Fund and, if requested by either the Xxxxxxxxx Trust or the Janus Trust, by the independent registered public accountant of the requesting party. 2.7 The number of Acquiring Fund Shares of each class to be issued (including fractional shares to the third decimal place) shall be determined by dividing the value of the (i) Assets with respect to the corresponding class of the Target Fund, net of the Liabilities of the Target Fund with respect to the corresponding class of the Target Fund (each calculated as of the Valuation Time in accordance with Section 2.6), by (ii) the net asset value per share of the applicable class of the Acquiring Fund as of the Valuation Time. 2.8 The net asset value per share of each class of the Acquiring Fund shares issued in connection with the Reorganization shall be the net asset value per share of the corresponding class of the Target Fund as of the Valuation Time, determined as set forth in Section 2.6 above, provided that, if more than one class of shares of the Target Fund is being exchanged for a single class of shares of the Acquiring Fund, then the net asset value per share of such class of shares of the Acquiring Fund issued in connection with the Reorganization shall be the net asset value per share of the corresponding class of the Target Fund having attributes most consistent with the Acquiring Fund share class, as determined by the Acquiring Fund, or the net asset value of such other class of shares of the Acquiring Fund as the Governor Funds parties may requestmutually agree. 2.9 The Target Fund shall be the accounting and performance survivor in the Reorganization, with the result that the Acquiring Fund, as the corporate survivor in the Reorganization, shall adopt the accounting and performance history of the Target Fund.

CLOSING AND CLOSING DATE. The Closing Date shall be January 5, 2001, or such later date as the parties may mutually agree in writing. 3.1 The Closing shall take place at the principal office of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on the first next business day following the Valuation Date (the "Closing Date"). Notwithstanding anything herein The Closing shall be held as of 5:00 p.m. Eastern time, or at such other time as the parties may agree. The Closing shall be held in a location mutually agreeable to the contraryparties hereto. All acts taking place at the Closing shall be deemed to take place simultaneously as of 5:00 p.m. Eastern time on the Closing Date unless otherwise provided. 3.2 Portfolio securities held by the Target Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to X.X. Xxxxxx Chase & Co. (the "Custodian"), as custodian for the Acquiring Fund, for examination no later than five business days preceding the Valuation Date. Such portfolio securities (together with any cash or other assets) shall be delivered by the Target Fund to the Custodian for the account of the Acquiring Fund on or before the Closing Date in conformity with applicable custody provisions under the 1940 Act and duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers. The portfolio securities shall be accompanied by all necessary Federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 0000 Xxx) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of a Federal Funds wire, payable to the order of "X.X. Xxxxxx Xxxxx & Co., Custodian for the Acquiring Fund." 3.3 In the event that on the Closing Valuation Date, (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, in the judgment of both the Trust or Governor FundsTarget Fund and Acquiring Fund, accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Target Fund Assets is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, disruption and reporting shall have been restored and accurate appraisal restored. 3.4 If requested, the Target Fund shall deliver to the Acquiring Fund or its designee (a) at the Closing, a list, certified by the Secretary of the value Company or Trust, as applicable, of the net assets names, addresses and taxpayer identification numbers 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, 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 Target Fund Shareholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding Target Fund shares owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accountsTarget Fund Shareholder, all as of the close of business on the Closing Valuation Date, certified by its transfer agentand (b) as soon as practicable after the Closing, or by its President all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the best of Target Funds' taxpayer identification numbers and their knowledge and beliefliability for or exemption from back-up withholding. The Trust Acquiring Fund shall issue and deliver to such Secretary a certificate or certificates confirmation evidencing Class A delivery of Acquiring Fund Shares of the Vision Portfolio to be delivered at credited on the Closing Date to said transfer agent registered in such manner as the Governor Funds may request, Target Fund or provide evidence satisfactory to the Governor Funds Target 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 Target Funds' account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 2.1 The Closing Date shall be January 5________, 20012017, or such later other date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of 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. New York Time. The Closing shall take place be held at the principal office offices of the TrustJCM, 0000 Xxxxxxxxx Xxxxx000 Xxxxxxx Xxxxxx, XxxxxxxxxxXxxxxx, Xxxxxxxxxxxx Xxxxxxxx 00000-0000 0000, or at 9:00 a.m. Eastern Time on such other time and/or place, or by such other means of communication, as the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in parties may agree. 2.2 In the event that on the Closing Date, Date or the Valuation Time (ai) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Target Fund (each, an “Exchange”) shall be closed to trading or trading thereon shall be restricted or (bii) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of the Janus Trust or Governor Fundsthe Xxxxxxxxx Trust or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Governor Portfolio a Acquiring Fund or the Vision Portfolio a Target Fund is impracticable, the Closing Date shall be postponed until at least the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal restored. 2.3 The Xxxxxxxxx Trust shall cause Boston Financial Data Services, transfer agent 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 Target Fund, to be transferred to the Trust's Custodian, State Street Bank and Trust Company, X.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 Current Shareholders and the number, class, dividend reinvestment election, tax withholding status and percentage ownership of record outstanding shares of the Investor Shares of the Governor Portfolio and the number of Investor Shares of the Governor Portfolio Target Fund owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President shareholder immediately prior to the best of their knowledge and beliefClosing. The Janus Trust shall issue and deliver or cause Janus Services LLC, the transfer agent to the Acquiring Fund, to issue and deliver a certificate or certificates confirmation evidencing the Class A A, C, I and N 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 request, Xxxxxxxxx Trust or provide evidence satisfactory to the Governor Funds Xxxxxxxxx Trust that such shares of beneficial interest Class A, C, I and N Acquiring Fund Shares have been credited to the account of the Class A Shares of the Vision Portfolio have been registered in an open account Current Shareholders on the books of the Vision Portfolio Acquiring Fund. 2.4 The Target Fund shall cause its custodian to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer identifying all of the Target Fund’s portfolio securities, investments, cash, and any other Assets as of the Valuation Time and stating that the Target Fund’s portfolio securities, investments, cash, and any other Assets shall have been delivered in proper form to constitute good delivery thereof to the Acquiring Fund’s custodian on behalf of the Acquiring Fund on the Closing Date. The Acquiring Fund shall cause its custodian to deliver to the Target Fund at the Closing, a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund’s portfolio securities, cash and other Assets on the Closing Date. 2.5 At the Closing, each party shall deliver to the other such manner bills of sales, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 2.6 The net asset value per share of the Acquiring Fund Shares to be delivered to the Target Fund, the value of the Assets of the Target Fund transferred hereunder and the value of the Liabilities of the Target Fund to be assumed hereunder shall, in each case, be determined as of the Valuation Time. Such valuations and determinations shall be made by the Acquiring Fund, in cooperation with the Target Fund, in accordance with the Acquiring Fund’s valuation procedures established by the Board of Trustees of the Janus Trust, which shall be provided to the Target Fund prior to the Valuation Time, and shall be confirmed in writing to the Target Fund. All computations of value shall be subject to review by the Target Fund and, if requested by either the Xxxxxxxxx Trust or the Janus Trust, by the independent registered public accountant of the requesting party. 2.7 The number of Acquiring Fund Shares of each class to be issued (including fractional shares to the third decimal place) shall be determined by dividing the value of the (i) Assets with respect to the corresponding class of the Target Fund, net of the Liabilities of the Target Fund with respect to the corresponding class of the Target Fund (each calculated as of the Valuation Time in accordance with Section 2.6), by (ii) the net asset value per share of the applicable class of the Acquiring Fund as of the Valuation Time. 2.8 The net asset value per share of each class of the Acquiring Fund shares issued in connection with the Reorganization shall be the net asset value per share of the corresponding class of the Target Fund as of the Valuation Time, determined as set forth in Section 2.6 above, provided that, if more than one class of shares of the Target Fund is being exchanged for a single class of shares of the Acquiring Fund, then the net asset value per share of such class of shares of the Acquiring Fund issued in connection with the Reorganization shall be the net asset value per share of the corresponding class of the Target Fund having attributes most consistent with the Acquiring Fund share class, as determined by the Acquiring Fund, or the net asset value of such other class of shares of the Acquiring Fund as the Governor Funds parties may requestmutually agree . 2.9 The Target Fund shall be the accounting and performance survivor in the Reorganization, with the result that the Acquiring Fund, as the corporate survivor in the Reorganization, shall adopt the accounting and performance history of the Target Fund.

CLOSING AND CLOSING DATE. 3.1 The Closing Date of the transactions contemplated by this Agreement shall be January 5occur on April 28, 20012016, or such later date as the parties may mutually agree in writingwriting (the “Closing Date”). The Closing shall take All acts taking place at the principal office Closing shall be deemed to take place simultaneously as of the Trust5:00 p.m., 0000 Xxxxxxxxx XxxxxEastern 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, unless otherwise agreed to by the parties. The Closing shall be held at the offices of counsel to the Acquiring Funds, or at such other place and time as the parties may agree. 3.2 Each Acquired Fund shall deliver, or cause to be delivered, to the corresponding Acquiring Fund at the Closing a schedule of the Assets. 3.3 DST Systems, Inc., as transfer agent for each Acquired Fund, shall deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding Institutional Class, Class T, Class T1, and/or Class L Acquired Fund shares owned by each such shareholder immediately prior to the Closing. Each Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited as of the Closing to the corresponding Acquired Fund or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request to effect the transactions contemplated by this Agreement. 3.4 In the event that immediately prior to the Valuation Time (a) the NYSE or another primary trading market for portfolio securities of an Acquiring Fund or an Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor FundsBoard of Directors of the Corporation (the “Board”), accurate appraisal of the value of the net assets or shares of the Governor Portfolio an Acquiring Fund or the Vision Portfolio an Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal restored. 3.5 The liabilities of an Acquired Fund to be assumed by the corresponding Acquiring Fund shall include all of the value Acquired Fund’s liabilities, debts, obligations, and duties of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery whatever kind or nature as of the Closing of those Net Assets time of the Governor Portfolio Closing, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing, and whether or not specifically referred to be transferred in this Agreement, including, but not limited, to any deferred compensation payable by the Acquired Fund to the Trust's Custodian, State Street Bank and Trust Company, 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 requestCorporation’s directors.

CLOSING AND CLOSING DATE. The Closing Date shall be January 5, 2001, or such later date as the parties may mutually agree in writing. 3.1 The Closing shall take place at the principal office of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on the first Valuation Date or on the next business day following the Valuation Date (the “Closing Date”). Notwithstanding anything herein The Closing shall be held as of 9:00 a.m. Eastern time, or at such other time as the parties may agree. The Closing shall be held in a location mutually agreeable to the contraryparties hereto. All acts taking place at the Closing shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the Closing Date unless otherwise provided. 3.2 Portfolio securities held by Acquired Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to State Street Bank and Trust Company (the “Custodian”), as custodian for Acquiring Fund, for examination no later than five business days preceding the Valuation Date. Such portfolio securities (together with any cash or other assets) shall be delivered by Acquired Fund to the Custodian for the account of Acquiring Fund on or before the Closing Date in conformity with applicable custody provisions under the 1940 Act and duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers. The portfolio securities shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 0000 Xxx) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of a Federal Funds wire, payable to the order of “State Street Bank and Trust Company, Custodian for Xxxxxx Xxxxxxx Institutional Fund, Inc.” 3.3 In the event that on the Closing Valuation Date, (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, in the judgment of both the Trust or Governor FundsCompany, on behalf of Acquiring Fund, and Acquired Fund, accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Acquired Fund Assets is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, disruption and reporting shall have been restored and accurate appraisal restored. 3.4 If requested, Acquired Fund shall deliver to the Company, on behalf of Acquiring Fund, or its designee (a) at the Closing, a list, certified by Acquired Fund’s Secretary, of the value names, addresses and taxpayer identification numbers of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, 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 Acquired Fund Stockholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding Acquired Fund shares owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accountsAcquired Fund Stockholder, all as of the close of business on the Closing Valuation Date, certified by its transfer agentand (b) as soon as practicable after the Closing, or by its President all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the best of Acquired Fund Stockholders’ taxpayer identification numbers and their knowledge and beliefliability for or exemption from back-up withholding. The Trust Company, on behalf of Acquiring Fund, shall issue and deliver to such Secretary a certificate or certificates confirmation evidencing Class A delivery of Acquiring Fund Shares of the Vision Portfolio to be delivered at credited on the Closing Date to said transfer agent registered in such manner as the Governor Funds may request, Acquired Fund or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to Acquired Fund’s account on the books of Acquiring Fund. At the Vision Portfolio in Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5March 27, 2001, 2015 or such later other date on or before December 31, 2015, as the parties may mutually agree in writingagree. The Closing shall take place be held at 5:00 p.m., Boston time, at the principal office offices of Trust II and Trust I, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities shall be transferred by the Acquired Fund to the Surviving Fund Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department’s book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of “State Street Bank and Trust Company, Custodian for the MFS Massachusetts Investors Growth Stock Portfolio” or in the name of any successor organization. 3.3 If on the Closing Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before December 31, 2015, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Date (the best of their knowledge and belief“Shareholder List”). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of credited on the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5August 8, 2001, 2014 or such later other date on or before December 31, 2014, as the parties may mutually agree in writingagree. The Closing shall take place be held at 5:00 p.m., Boston time, at the principal office offices of Trust I and Trust II, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities shall be transferred by the Acquired Fund to the Surviving Fund Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department’s book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of “State Street Bank and Trust Company, Custodian for the MFS Value Series” or in the name of any successor organization. 3.3 If on the Closing Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before December 31, 2014, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Date (the best of their knowledge and belief“Shareholder List”). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of credited on the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5as soon as practicable after the Reorganization is approved by shareholders of the Acquired Fund, 2001but in no event later than November 30, or such later date as the parties may mutually agree in writing2006. The Closing shall take place be held at 8:00 a.m., Boston time, at the principal office offices of the TrustSurviving Fund, 0000 Xxxxxxxxx Xxxxx500 Boylston Street, XxxxxxxxxxBoston, Xxxxxxxxxxxx 00000-0000 Massachusetts 02116, or at 9:00 a.m. Eastern Time on such otxxx xxxx xxx/xx xxxxx xx xxx xxxxxxx xxx xxxxx. 3.2 Portfolio securities shall be transferred by the first business day following the Closing Date. Notwithstanding anything herein Acquired Fund to the contrary, in Custodian for the event that account of the Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department's book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the "1940 Act") and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of "State Street Bank and Trust Company, Custodian for the MFS Limited Maturity Fund" or in the name of any successor organization. 3.3 If on the Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Valuation Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to Date shall be transferred adjusted accordingly to the Trust's Custodianfirst business day following the Valuation Date; provided that if trading shall not be fully resumed and reporting restored on or before December 31, State Street Bank and Trust Company2006, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, this Agreement may be terminated by either Fund upon the Governor Funds giving of written notice to the other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Valuation Date (the best of their knowledge and belief"Shareholder List"). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of the Vision Portfolio to be delivered at credited on the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5on March 24, 20012008 or March 31, 2008 (as identified in Exhibit A hereto), or on such later other date as the parties may mutually agree in writingagree. The Closing shall take be held at Columbia's offices, Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or such other place as the parties may agree), at such time as the principal office parties may agree. 3.2. The portfolio securities of each Acquired Fund shall be made available by the TrustAcquired Fund to the custodian for the corresponding Acquiring Fund (the "Custodian"), 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on for examination no later than five business days preceding the first business day following Valuation Date. On the Closing Date. Notwithstanding anything herein , such portfolio securities and all the Acquired Fund's cash shall be delivered by the Acquired Fund to the contraryCustodian for the account of the corresponding Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department's book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the "1940 Act") and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of "State Street Bank and Trust Company, custodian for [Acquiring Fund]". 3.3. In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio each Acquired Fund or the Vision Portfolio corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal within three business days of the value Valuation Date, this Agreement may be terminated by either the Acquired Fund or the corresponding Acquiring Fund upon the giving of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodianother party. 3.4. At the Closing, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds each Acquired Fund or its transfer agent shall deliver at to the Closing corresponding Acquiring Fund or its designated agent 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 Shares outstanding shares of each class of the Governor Portfolio Acquired Fund owned by each such Acquired Fund shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Valuation Date, certified by its transfer agentany Vice President, Secretary or by its President Assistant Secretary of the Acquired Fund. The Acquiring Trust will provide to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide Acquired Fund evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquisition Shares of the Vision Portfolio issuable pursuant to paragraph 1.1 have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio Acquiring Fund. On the Liquidation Date, each Acquiring Fund will provide to the corresponding Acquired Fund evidence satisfactory to the corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the corresponding Acquired Fund's shareholders as provided in paragraph 1.3. 3.5. At the Closing, each party shall deliver to the other such manner bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the Governor Funds may requesttransfer of assets, assumption of liabilities and dissolution contemplated by paragraph 1.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5December 12, 20012008, or such later other date as the parties may mutually agree in writing. All acts taking place at 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 the Trust, 0000 Xxxxxxxxx Xxxxx000 Xxxxxxxx Xxxxxxxxx, XxxxxxxxxxXxxxxxx, Xxxxxxxxxxxx 00000-0000 , or at 9:00 a.m. Eastern Time on such other place and time as the first business day following the Closing Dateparties shall mutually agree. 3.2. Notwithstanding anything herein to the contrary, in 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 FundsTrust's officers, 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 restored. 3.3. The Trust shall direct the Custodian for the Acquired Fund ("Custodian") to deliver, at the Closing, a certificate of an authorized officer stating that (a) the assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and accurate appraisal (b) all necessary taxes in connection with the delivery of the value of the net assets of the Governor Portfolio assets, including all applicable Federal and the Vision Portfolio is practicable in the judgment of the Trust and Governor Fundsstate stock transfer stamps, if any, have been paid or provision for payment has been made. The Governor Funds Acquired Fund's portfolio securities represented by a certificate or other written instrument shall have provided for delivery be transferred and delivered by the Acquired Fund as of the Closing of those Net Assets Date for the account of the Governor Portfolio Acquiring Fund duly endorsed in proper form for transfer in such condition as to be transferred constitute good delivery thereof. The Acquired Fund shall direct the Custodian to deliver portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act"), as of the Closing Date by book entry in accordance with the customary practices of such depositories and the custodian for the Acquiring Fund. 3.4. The Trust, on behalf of the Acquired Fund shall deliver to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, on behalf of the Governor Funds shall deliver Acquiring Fund at the Closing a list of the names and addresses of the shareholders of record each shareholder of the Investor Shares of the Governor Portfolio Acquired Fund and the number of outstanding Investor Shares of the Governor Portfolio Class and Admiral Class Acquired Fund 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 agentTrust's Secretary or Assistant Secretary. The Trust, or by its President on behalf of the Acquiring Fund, shall cause VGI to deliver at the Closing a certificate as to the best opening of their knowledge and beliefaccounts in the shareholders' names on the Acquiring Fund's share transfer books. The Trust Trust, on behalf of the Acquiring Fund, shall issue and deliver a certificate or certificates evidencing Class A Shares confirmation to the Trust, on behalf of the Vision Portfolio Acquired Fund, evidencing the Acquiring Fund Shares to be delivered at credited to the Acquired Fund on the Closing to said transfer agent registered in such manner as the Governor Funds may request, Date or provide evidence satisfactory to the Governor Funds Trust, on behalf of the Acquired Fund, that such shares have been credited to the Acquired Fund's account on such books. At the Closing, each party shall deliver to the other such bills of beneficial interest sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.5. The Trust on behalf of the Class A Shares Acquired Fund and the Trust on behalf of the Vision Portfolio have been registered Acquiring Fund shall each deliver to the other at the Closing a certificate executed in its name by an open account on authorized officer and in form and substance satisfactory to the books recipient and dated the Closing Date to the effect that the representations and warranties it made in this Agreement are true and correct as of the Vision Portfolio in such manner as Closing Date except that they may be affected by the Governor Funds may requesttransactions contemplated by this Agreement.

CLOSING AND CLOSING DATE. 3.1 Consummation of the Reorganization and related acts (the "Closing") shall occur on October 1, 2001 or such other date as to which the parties may mutually agree (the "Closing Date"). All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise provided. The Closing Date shall be January 5held at 4:30 p.m., 2001New York time, at the offices of Dreyfus, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or such later date other time and/or place as the parties may mutually agree in writingagree. 3.2 The Fund shall deliver to the Acquiring Fund at the Closing a statement of assets and liabilities, including a schedule of the Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing, certified by the Company's Treasurer or Assistant Treasurer. The Closing Custodian shall take place deliver at the principal office Closing a certificate of an authorized officer stating that the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time Assets have been presented for examination to the Acquiring Fund prior to the Closing Date and have been delivered in proper form to the Acquiring Fund. 3.3 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 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 the NYSE or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal of restored. 3.4 The 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 Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds Fund 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 Fund 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 requestCompany, or provide evidence satisfactory to the Governor Funds Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The transfer of the Current Fund's assets in exchange for the assumption by the Successor Fund of the Current Fund's liabilities and the issuance of Successor Shares to the Current Fund, as described above, together with related acts necessary to consummate such acts (the "Closing"), shall occur at the offices of Xxxx and Xxxx at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 on January __, 1996 ("Closing Date shall be January 5, 2001Date"), or at such later other place or date on or prior to March 31, 1996 as the parties may mutually agree in writing. The Closing shall take All acts taking place at the principal office Closing shall be deemed to take place simultaneously as of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 last daily determination of the net asset value of any Current Fund or at 9:00 a.m. Eastern Time on such other time and/or place as the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in parties may agree. 3.2 In the event that on the Closing Date, Date (a) the NYSE shall be New York Stock Exchange is closed to trading or trading thereon shall be is restricted or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be in any market in which portfolio securities of any Current Fund are traded is disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the total net assets of the Governor Portfolio or the Vision Portfolio Current Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when upon which 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. restored. 3.3 The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds Current Fund shall deliver at the Closing a list certificate or separate certificates of names and addresses an authorized officer stating that it has notified the Custodian, as custodian for the Current Fund, of the shareholders of record Current Fund's reorganization as the Successor Fund. 3.4 Pioneering Services Corporation, as shareholder services and transfer agent for the Current Fund, shall deliver at the Closing a certificate as to the conversion on its books and records of the Investor Shares Current Fund Shareholder account to an account as a holder 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 beliefSuccessor Shares. The Successor Trust shall issue and deliver to the Current Fund a certificate or certificates confirmation evidencing Class A the Successor Shares of the Vision Portfolio to be delivered at credited on the Closing to said transfer agent registered in such manner as the Governor Funds may request, Date or provide evidence satisfactory to the Governor Funds Current Fund that such shares of beneficial interest of the Class A Successor Shares of the Vision Portfolio have been registered in an open credited to the Current Fund's account on the books of the Vision Successor Trust. At the Closing each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request. 3.5 Portfolio securities that are not held in book-entry form in the name of the Custodian as record holder for the Current Fund shall be presented by the Current Fund to the Custodian for examination no later than five business days preceding the Closing Date. Portfolio securities which are not held in book-entry form shall be delivered by the Current Fund to the Custodian for the account of the Successor Fund on the Closing Date, duly endorsed in proper form for transfer, in such manner condition as to constitute good delivery thereof in accordance with the Governor Funds may requestcustom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Custodian in book-entry form on behalf of the Current Fund shall be delivered to the Successor Fund by the Custodian by recording the transfer of beneficial ownership thereof on its records. The cash delivered shall be in the form of currency or by the Custodian crediting the Successor Fund' account maintained with the Custodian with immediately available funds.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5________ , 20012002, or such later date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise provided. The Closing shall take place be held as of 4:00 p.m. at the principal office offices of Deutsche Asset Management, One South Street, Baltimore, Maryland 21202, or at such other time and/xx xxxxx xx xxx xxxxxxx xxx xxxxx. 3.2. The custodian for the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 Acquired Fund (the 'CUSTODIAN') shall deliver at 9:00 a.m. Eastern Time the Closing a certificate of an authorized officer stating that: (a) the Acquired 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 to the contraryDate and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have 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 BT Trust or the Fund shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio parties hereto 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 the Closing of those Net Assets of the Governor Portfolio to be transferred deliver to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver Acquiring Fund at the Closing a list of names the names, addresses, taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Stockholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding full and fractional shares owned by each such shareholderstockholder immediately prior to the Closing, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as certified on behalf of the close Acquired Fund by the President or a Vice President of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and beliefFund. The Trust Acquiring Fund shall issue and deliver a certificate or certificates confirmation evidencing Class A the Acquiring Fund Shares to be credited to the Acquired Fund's account on the Closing Date to the Secretary of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestAcquired Fund, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5as soon as practicable after the Reorganization is approved by shareholders of the Acquired Fund, 2001but in no event later than August 31, 2003. The Closing shall be held at 8:00 a.m., Boston time, at the offices of Trust VI, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such later date other time and/or place as the parties may mutually agree in writing. The Closing agree. 3.2 Portfolio securities shall take place at be delivered by the principal office Acquired Fund to the Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of "State Street Bank and Trust Company, Custodian for the MFS Global Total Return Fund" or in the name of any successor organization. 3.3 If on the proposed Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before September 30, 2003, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Valuation Date (the best of their knowledge and belief"Shareholder List"). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of the Vision Portfolio to be delivered at credited on the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5August 17, 2001, 2012 or such later other date on or before December 31, 2012 as the parties may mutually agree in writingagree. The Closing shall take place be held at 5:00 p.m., Boston time, at the principal office offices of Trust I and Trust II, 500 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities shall be transferred by the Acquired Fund to the Surviving Fund Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department's book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the "1940 Act") and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of "State Street Bank and Trust Company, Custodian for the MFS Mid Cap Growth Series" or in the name of any successor organization. 3.3 If on the Closing Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before December 31, 2012, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Date (the best of their knowledge and belief"Shareholder List"). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of credited on the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5______________, 2001, or such later date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise provided. The Closing shall take place be held as of 5:00 p.m. at the principal office offices of Deutsche Asset Management, Xxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at such other time and/or place as the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 parties may agree. 3.2. The custodian for the Acquired Fund (the "Custodian") shall deliver at 9:00 a.m. Eastern Time the Closing a certificate of an authorized officer stating that: (a) the Acquired 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 to the contraryDate and (b) all necessary transfer taxes EXHIBIT 99.4 including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have 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 BT Trust or the MG Trust 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 or the Vision Portfolio parties hereto 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 the Closing of those Net Assets of the Governor Portfolio to be transferred deliver to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver Acquiring Fund at the Closing a list of names the names, addresses, taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding full and fractional shares owned by each such shareholdershareholder immediately prior to the Closing, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as certified on behalf of the close Acquired Fund by the President or a Vice President of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and beliefMG Trust. 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 MG Trust on behalf of the Closing to said transfer agent registered in such manner as the Governor Funds may requestAcquired Fund, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5August 8, 2001, 2014 or such later other date on or before December 31, 2014, as the parties may mutually agree in writingagree. The Closing shall take place be held at 5:00 p.m., Boston time, at the principal office offices of Trust I and Trust II, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities shall be transferred by the Acquired Fund to the Surviving Fund Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department’s book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of “State Street Bank and Trust Company, Custodian for the MFS Utilities Series” or in the name of any successor organization. 3.3 If on the Closing Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before December 31, 2014, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Date (the best of their knowledge and belief“Shareholder List”). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of credited on the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5August 16, 2001, 2013 or such later other date on or before December 31, 2013, as the parties may mutually agree in writingagree. The Closing shall take place be held at 5:00 p.m., Boston time, at the principal office offices of Trust I and Trust II, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities shall be transferred by the Acquired Fund to the Surviving Fund Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department’s book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of “State Street Bank and Trust Company, Custodian for the MFS Total Return Series” or in the name of any successor organization. 3.3 If on the Closing Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before December 31, 2013, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Date (the best of their knowledge and belief“Shareholder List”). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of credited on the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5December 7, 2001, 2012 or such later other date on or before April 30, 2013 as the parties may mutually agree in writingagree. The Closing shall take place be held at 5:00 p.m., Boston time, at the principal office offices of MFS VIT II, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities shall be transferred by the Acquired Fund to the Surviving Fund Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department’s book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of “State Street Bank & Trust Company, Custodian for the [name of Surviving Fund]” or in the name of any successor organization. 3.3 If on the Closing Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before April 30, 2013, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Date (the best of their knowledge and belief“Shareholder List”). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of credited on the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 2.1 The Closing Date shall be January 5June 2, 20012017, or such later other date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of 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. New York Time. The Closing shall take place be held at the principal office offices of the TrustJCM, 0000 Xxxxxxxxx Xxxxx000 Xxxxxxx Xxxxxx, XxxxxxxxxxXxxxxx, Xxxxxxxxxxxx Xxxxxxxx 00000-0000 0000, or at 9:00 a.m. Eastern Time on such other time and/or place, or by such other means of communication, as the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in parties may agree. 2.2 In the event that on the Closing Date, Date or the Valuation Time (ai) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Target Fund (each, an “Exchange”) shall be closed to trading or trading thereon shall be restricted or (bii) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of the Janus Trust or Governor Fundsthe Xxxxxxxxx Trust or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Governor Portfolio a Acquiring Fund or the Vision Portfolio a Target Fund is impracticable, the Closing Date shall be postponed until at least the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal restored. 2.3 The Xxxxxxxxx Trust shall cause Boston Financial Data Services, transfer agent 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 Target Fund, to be transferred to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver at the Closing a list certificate of names an authorized officer stating that its records contain the name and addresses addresse of the shareholders Sole Shareholder and the number, class, dividend reinvestment election, tax withholding status and percentage ownership of record outstanding shares of the Investor Shares of the Governor Portfolio and the number of Investor Shares of the Governor Portfolio Target Fund owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President Sole Shareholder immediately prior to the best of their knowledge and beliefClosing. The Janus Trust shall issue and deliver or cause Janus Services LLC, the transfer agent to the Acquiring Fund, to issue and deliver a certificate or certificates confirmation evidencing the Class A N 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 request, Xxxxxxxxx Trust or provide evidence satisfactory to the Governor Funds Xxxxxxxxx Trust that such shares of beneficial interest Class N Acquiring Fund Shares have been credited to the account of the Class A Shares of the Vision Portfolio have been registered in an open account Sole Shareholder on the books of the Vision Portfolio Acquiring Fund. 2.4 The Target Fund shall cause its custodian to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer identifying all of the Target Fund’s portfolio securities, investments, cash, and any other Assets as of the Valuation Time and stating that the Target Fund’s portfolio securities, investments, cash, and any other Assets shall have been delivered in proper form to constitute good delivery thereof to the Acquiring Fund’s custodian on behalf of the Acquiring Fund on the Closing Date. The Acquiring Fund shall cause its custodian to deliver to the Target Fund at the Closing, a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund’s portfolio securities, cash and other Assets on the Closing Date. 2.5 At the Closing, each party shall deliver to the other such manner bills of sales, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 2.6 The net asset value per share of the Acquiring Fund Shares to be delivered to the Target Fund, the value of the Assets of the Target Fund transferred hereunder and the value of the Liabilities of the Target Fund to be assumed hereunder shall, in each case, be determined as of the Valuation Time. Such valuations and determinations shall be made by the Acquiring Fund, in cooperation with the Target Fund, in accordance with the Acquiring Fund’s valuation procedures established by the Board of Trustees of the Janus Trust, which shall be provided to the Target Fund prior to the Valuation Time, and shall be confirmed in writing to the Target Fund. All computations of value shall be subject to review by the Target Fund and, if requested by either the Xxxxxxxxx Trust or the Janus Trust, by the independent registered public accountant of the requesting party. 2.7 The number of Class N Acquiring Fund Shares to be issued (including fractional shares to the fourth decimal place) shall be determined by dividing the value of the (i) Assets of the Target Fund, net of the Liabilities of the Target Fund (each calculated as of the Valuation Time in accordance with paragraph 2.6), by (ii) the net asset value per share of the Acquiring Fund as of the Valuation Time. 2.8 The net asset value per share of the Class N Acquiring Fund Shares issued in connection with the Reorganization shall be the net asset value per share of the Class R6 Target Fund Shares as of the Valuation Time, determined as set forth in paragraph 2.6 above. 2.9 The Target Fund shall be the accounting and performance survivor in the Reorganization, with the result that the Acquiring Fund, as the Governor Funds may requestcorporate survivor in the Reorganization, shall adopt the accounting and performance history of the Target Fund.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5August 17, 2001, 2012 or such later other date on or before December 31, 2012 as the parties may mutually agree in writingagree. The Closing shall take place be held at 5:00 p.m., Boston time, at the principal office offices of Trust I and Trust II, 500 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities shall be transferred by the Acquired Fund to the Surviving Fund Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department's book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the "1940 Act") and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of "State Street Bank and Trust Company, Custodian for the MFS Growth Series" or in the name of any successor organization. 3.3 If on the Closing Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before December 31, 2012, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Date (the best of their knowledge and belief"Shareholder List"). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of credited on the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5August 8, 2001, 2014 or such later other date on or before December 31, 2014, as the parties may mutually agree in writingagree. The Closing shall take place be held at 5:00 p.m., Boston time, at the principal office offices of Trust I and Trust II, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities shall be transferred by the Acquired Fund to the Surviving Fund Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department’s book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of “State Street Bank and Trust Company, Custodian for the MFS New Discovery Series” or in the name of any successor organization. 3.3 If on the Closing Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before December 31, 2014, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Date (the best of their knowledge and belief“Shareholder List”). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of credited on the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1. The Closing Date for the Reorganization shall be January 5June 21, 20012024, 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, 0000 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, X.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 abrdn 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, abrdn 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.

CLOSING AND CLOSING DATE. 4.1 The Closing Date hereunder (the "Closing Date") shall be January 5, 2001, ten days after all shareholder and regulatory approvals to effectuate the Merger have been received by the Fund and the Other Funds (or such later date other day and time as the parties may be mutually agree agreed upon in writing). The Closing shall take be held in a location mutually agreeable to all the parties hereto. All acts taking place at the principal office Closing shall be deemed to take place simultaneously as of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time time on the first business day following Closing Date unless otherwise agreed by the Closing Date. Notwithstanding anything herein to the contrary, in parties. 4.2 In the event that on the Closing Date, Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, that in the judgment of both the Trust or Governor Fund and the Other Funds, accurate appraisal of the value of the net assets of the Governor Portfolio Fund or the Vision Portfolio Other Funds is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, disruption and reporting shall have been restored and accurate appraisal 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. restored. 4.3 The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Other Funds shall deliver to the Fund or its designee (a) at the Closing a list of names and addresses list, certified by its Secretary, of the shareholders of record names, addresses and taxpayer identification number, of the Investor Shares of Other Funds shareholders (the Governor Portfolio "Other Funds Shareholders") and the number of Investor Shares of the Governor Portfolio outstanding Other Funds 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 Valuation Date, and (b) as soon as practicable after the Closing Dateall original documentation (including Internal Revenue Service forms, certified by its transfer agentcertificates, or by its President certifications and correspondence) relating to the best of Other Funds Shareholders taxpayer identification numbers and their knowledge and beliefliability for or exemption from back-up withholding. The Trust Fund shall issue and deliver a certificate or certificates confirmation evidencing Class A Shares delivery of the Vision Portfolio Fund shares to be delivered at credited on the Closing Date to said transfer agent registered in such manner as the Governor Other Funds may request, Shareholders or provide evidence reasonably satisfactory to the Governor Other Funds Shareholders that such Fund shares of beneficial interest of the Class A Shares of the Vision Portfolio have been registered in an open credited to Other Funds Shareholders account on the books of the Vision Portfolio in Fund. At the Closing each party shall deliver to the other such manner other documents or instruments as such other party or its counsel may reasonably request to effect the Governor Funds may requestconsummation of the transactions contemplated by the Agreement.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5March 28, 20012025, 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 The Bank of New York Mellon, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other time and/or place as the parties may mutually agree in writing. agree. 3.2 The Closing Custodian shall take place deliver at the principal office Closing a certificate of an authorized officer stating that the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time Mutual Fund’s Assets have been delivered in proper form to the Acquiring ETF on the first business day following the Closing Date. Notwithstanding anything herein The Mutual Fund’s portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 1940 Act) or with a permitted counterparty or futures commission merchant (as defined in Rule 17f-6 under the 1940 Act) shall be delivered to the contraryCustodian as of the Closing Date by book entry, in accordance with the event that customary practices of the Custodian. The cash to be transferred by the Mutual Fund shall be delivered to the Custodian for the account of the Acquiring ETF by wire transfer of federal funds, or such other method as shall be mutually agreed upon by the parties hereto, on the Closing Date, . 3.3 If on the Valuation Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Mutual Fund shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio Mutual Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal of or such other date as the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. parties hereto may agree. 3.4 The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds Mutual Fund’s transfer agent shall deliver at the Closing a list certificate of an authorized officer stating that its records contain the names and addresses of the Mutual Fund shareholders of record of the Investor Shares of the Governor Portfolio and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding shares owned by each such shareholderMutual Fund shareholder immediately prior to the Closing (for the avoidance of doubt, indicating thereon which such shares this does not include information regarding any Mutual Fund shareholder whose Mutual Fund Shares are represented by outstanding certificates redeemed immediately prior to the Closing as described in paragraph 1.3). The Acquiring ETF’s transfer agent shall issue and which by book-entry accounts, all as of deliver to the close of business Company’s Secretary a confirmation evidencing the Acquiring ETF Shares to be credited on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide evidence satisfactory to the Governor Funds Company that such shares of beneficial interest of the Class A Acquiring ETF Shares of the Vision Portfolio have been registered in an open credited to the Mutual Fund’s account on the books of the Vision Portfolio in Acquiring ETF. 3.5 At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request. 3.6 If the Mutual Fund is unable to make delivery to the Custodian pursuant to paragraph 3.2 of any of the Assets for the reason that any of such Assets have not yet been delivered to the Mutual Fund by the Mutual Fund’s broker, dealer or other counterparty, then, in lieu of such delivery, the Mutual Fund shall deliver with respect to said Assets executed copies of an agreement of assignment and due bills executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by the Acquiring ETF or the Custodian, including broker confirmation slips.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5March 27, 2001, 2015 or such later other date on or before December 31, 2015, as the parties may mutually agree in writingagree. The Closing shall take place be held at 5:00 p.m., Boston time, at the principal office offices of Trust II and Trust I, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities shall be transferred by the Acquired Fund to the Surviving Fund Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department’s book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of “State Street Bank and Trust Company, Custodian for the MFS Core Equity Portfolio” or in the name of any successor organization. 3.3 If on the Closing Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before December 31, 2015, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Date (the best of their knowledge and belief“Shareholder List”). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of credited on the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. The Closing Date shall be January 5, 2001, or such later date as the parties may mutually agree in writing3.1. The Closing shall take place at the principal office of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 at 9:00 a.m. Eastern Time on the first Valuation Date or on the next business day following the Valuation Date (the “Closing Date”). Notwithstanding anything herein The Closing shall be held as of 9:00 a.m. Eastern time, or at such other time as the parties may agree. The Closing shall be held in a location mutually agreeable to the contraryparties hereto. All acts taking place at the Closing shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the Closing Date unless otherwise provided. 3.2. Portfolio securities held by Acquired Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to State Street Bank and Trust Company (the “Custodian”), as custodian for Acquiring Fund, for examination no later than five business days preceding the Valuation Date. Such portfolio securities (together with any cash or other assets) shall be delivered by Acquired Fund to the Custodian for the account of Acquiring Fund on or before the Closing Date in conformity with applicable custody provisions under the 1940 Act and duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers. The portfolio securities shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 0000 Xxx) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of a Federal Funds wire, payable to the order of “State Street Bank and Trust Company, Custodian for Xxxxxx Xxxxxxx Focus Growth Fund.” 3.3. In the event that on the Closing Valuation Date, (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange Exchange or elsewhere shall be disrupted so that, in the judgment of both Acquiring Fund, and the Trust or Governor FundsCompany, on behalf of Acquired Fund, accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Acquired Fund Assets is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, disruption and reporting shall have been restored and accurate appraisal restored. 3.4. If requested, the Company, on behalf of Acquired Fund, shall deliver to Acquiring Fund, or its designee (a) at the Closing, a list, certified by the Company’s Secretary, of the value names, addresses and taxpayer identification numbers of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, 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 Acquired Fund shareholders of record of the Investor Shares of the Governor Portfolio and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding Acquired Fund shares owned by each such Acquired Fund shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Valuation Date, certified by its transfer agentand (b) as soon as practicable after the Closing, or by its President all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the best of Acquired Fund shareholders’ taxpayer identification numbers and their knowledge and beliefliability for or exemption from back-up withholding. The Trust Acquiring Fund shall issue and deliver to such Secretary a certificate or certificates confirmation evidencing Class A delivery of Acquiring Fund Shares of the Vision Portfolio to be delivered at credited on the Closing Date to said transfer agent registered in such manner as the Governor Funds may request, Acquired Fund or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to Acquired Fund’s account on the books of Acquiring Fund. At the Vision Portfolio in Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5March 27, 2001, 2015 or such later other date on or before December 31, 2015, as the parties may mutually agree in writingagree. The Closing shall take place be held at 5:00 p.m., Boston time, at the principal office offices of Trust II and Trust I, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities shall be transferred by the Acquired Fund to the Surviving Fund Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department’s book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of “State Street Bank and Trust Company, Custodian for the MFS Research International Portfolio” or in the name of any successor organization. 3.3 If on the Closing Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before December 31, 2015, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Date (the best of their knowledge and belief“Shareholder List”). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of credited on the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be January 5December 7, 2001, 2012 or such later other date on or before April 30, 2013 as the parties may mutually agree in writingagree. The Closing shall take place be held at 5:00 p.m., Boston time, at the principal office offices of MFS VIT, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities shall be transferred by the Acquired Fund to the Surviving Fund Custodian for the account of the Trust, 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 Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department’s book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of “State Street Bank & Trust Company, Custodian for the [name of Surviving Fund]” or in the name of any successor organization. 3.3 If on the Closing Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored and accurate appraisal on or before April 30, 2013, this Agreement may be terminated by either Fund upon the giving of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred written notice to the Trust's Custodian, State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds other. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund Shareholders and the number of Investor outstanding Acquired Fund Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to Date (the best of their knowledge and belief“Shareholder List”). The Trust Surviving Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Reorganization Shares of credited on the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestLiquidation Date, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Reorganization Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund’s account on the books of the Vision Portfolio in Surviving Fund. At the Closing each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5August 24, 20012012, or such later other date as the parties may mutually agree in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise provided. The Closing shall take place be held at 5:00 p.m., Eastern time, at the principal office offices of the TrustXxxxx & Tang Asset Management, LLC, 0000 Xxxxxxxxx Xxxxxxxx, 00xx Xxxxx, XxxxxxxxxxXxx Xxxx, Xxxxxxxxxxxx 00000-0000 Xxx Xxxx, xx such other time and/or place as the parties may mutually agree in writing. 3.2. The Custodian shall deliver at 9:00 a.m. Eastern Time the Closing a certificate of an authorized officer stating that the Acquired 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 Acquired 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 Acquired 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 Time (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 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 Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have has been fully resumed without restriction or disruption, and reporting shall have has 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 parties hereto may agree in the judgment of the Trust and Governor Fundswriting. 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, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds Acquired Fund’s transfer agent shall deliver at the Closing a list certificate of an authorized officer stating that its records contain the names and addresses of the 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 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 Acquired 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 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. 3.5. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, receipts, transfer agent certificates, officers certificates, custodian certificates, opinion(s) and other certificates and documents as the Governor Funds such other party or its counsel may reasonably request. 3.6. If the Acquired 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 Acquired Fund by the Acquired Fund’s broker, dealer or other counterparty, then, in lieu of such delivery, the Acquired Fund shall deliver with respect to said Assets executed copies of an agreement of assignment and due bills executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by the Acquiring Fund or the Custodian, including broker confirmation slips.

CLOSING AND CLOSING DATE. 3.1 The transfer of the assets of the Corresponding Series of the Current Trust in exchange for the assumption by the respective Successor Trusts of the liabilities of such Corresponding Series and the issuance of Successor Trust Shares to the respective Corresponding Series, as described above, together with related acts necessary to consummate such acts (the "Closing"), shall occur at the offices of [Xxxx and Xxxx LLP at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000] on [April, 1998] ("Closing Date shall be January 5, 2001Date"), or at such later other place or date on or prior to [December 31, 1998] as the parties may mutually agree in writing. The Closing shall take All acts taking place at the principal office Closing shall be deemed to take place simultaneously as of the Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 last daily determination of the net asset value of the Corresponding Series or at 9:00 a.m. Eastern Time on such other time and or place as the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in parties may agree. 3.2 In the event that on the Closing Date, Date (a) the NYSE shall be New York Stock Exchange is closed to trading or trading thereon shall be is restricted or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere shall be in any market in which portfolio securities of the Current Trust are traded is disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets Net Assets of the Governor Portfolio or the Vision Portfolio Current Trust is impracticable, the Closing Date shall be postponed until the first business day after the day when upon which trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal restored. 3.3 Each Corresponding Series of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Current 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, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. Also, the Governor Funds shall deliver at the Closing a list certificate or separate certificates of names an authorized officer stating that it has notified the Custodian, as custodian for the respective Corresponding Series and addresses the respective Successor Trust, of the conversion of such Corresponding Series of the Current Trust to the respective Successor Trust. 3.4 Pioneering Services Corporation, as shareholder services and transfer agent for the Current Trust, shall deliver at the Closing certificates as to the conversion on its books and records of the accounts of the shareholders of record the Corresponding Series of the Investor Shares Current Trust to accounts as holders of shares of the Governor Portfolio and the number of Investor Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and beliefrespective Successor Trusts. The Each Successor Trust shall issue and deliver to the Current Trust a certificate or certificates confirmation evidencing Class A Shares the shares of the Vision Portfolio Successor Trust to be delivered at credited on the Closing to said transfer agent registered in such manner as the Governor Funds may request, Date or provide evidence satisfactory to the Governor Funds respective Corresponding Series that such shares of beneficial interest such Successor Trust have been credited to the account of the Class A Shares of the Vision Portfolio have been registered in an open account Corresponding Series on the books of such Successor Trust. At the Vision Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts or other documents as such other party or its counsel may reasonably request. 3.5 Portfolio securities that are not held in book-entry form in the name of the Custodian as record holder for each of the Corresponding Series of the Current Trust shall be presented by the respective Corresponding Series of the Current Trust to the Custodian for examination no later than five business days preceding the Closing Date. Portfolio securities which are not held in book-entry form shall be delivered by the respective Corresponding Series of the Current Trust to the Custodian for the account of the respective Successor Trust on the Closing Date, duly endorsed in proper form for transfer, in such manner condition as to constitute good delivery thereof in accordance with the Governor Funds may requestcustom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Custodian in book- entry form on behalf of a Corresponding Series of the Current Trust shall be delivered to the respective Successor Trust by the Custodian by recording the transfer of beneficial ownership thereof on its records. The cash of a Corresponding Series of the Current Trust to be delivered shall be in the form of currency or by the Custodian crediting the respective Successor Trust's account maintained with the Custodian with immediately available funds.