Common use of COVENANTS OF THE GOVERNOR FUNDS AND THE TRUST Clause in Contracts

COVENANTS OF THE GOVERNOR FUNDS AND THE TRUST. (a) The Governor Funds and the Trust each covenant to operate their respective businesses as presently conducted between the date hereof and the Closing. (b) The Governor Funds undertakes that it will not acquire the Class A Shares of beneficial interest of the Vision Portfolio for the purpose of making distributions thereof other than to the Governor Portfolio's shareholders. (c) The Governor Funds and the Trust each agree that by the Closing, all of its federal and other Tax returns and reports required by law to be filed on or before such date shall have been filed and all federal and other Taxes shown as due on said returns shall have either been paid or adequate liability reserves shall have been provided for the payment of such Taxes. (d) The Governor Funds will at the Closing provide the Trust with: (1) A statement of the respective tax basis of all investments to be transferred by the Governor Portfolio to the Vision Portfolio. (2) A copy of the shareholder ledger accounts for all the shareholders of record of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Date, who are to become holders of the Class A Shares of the Vision Portfolio as a result of the transfer of assets which is the subject of this Agreement, certified by its transfer agent or its President to the best of their knowledge and belief. (e) The Governor Funds agrees to mail to each shareholder of record of the Investor Shares of the Governor Portfolio entitled to vote at the meeting of shareholders at which action on this Agreement is to be considered, in sufficient time to comply with requirements as to notice thereof, a Combined Proxy Statement and Prospectus which complies in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder. (f) The Trust will file with the United States Securities and Exchange Commission (the "Commission") a Registration Statement on Form N-14 under the 1933 Act ("Registration Statement"), relating to the Class A Shares of beneficial interest of the Vision Portfolio issuable hereunder, and will use its best efforts to provide that such Registration Statement becomes effective as promptly as practicable. At the time such Registration Statement becomes effective, it (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations promulgated thereunder; and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time the Registration Statement becomes effective, at the time of the Governor Portfolio's shareholders' meeting, and at the Closing, the prospectus and statement of additional information included in the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The Governor Funds and the Trust each shall supply to the other, at the Closing, the statement of assets and liabilities described in Section 6(a) of this Agreement in conformity with the requirements described in such Section.

COVENANTS OF THE GOVERNOR FUNDS AND THE TRUST. (a) The Governor Funds and the Trust each covenant to operate their respective businesses as presently conducted between the date hereof and the Closing. (b) The Governor Funds undertakes that it will not acquire the Class A Shares of beneficial interest of the Vision Portfolio for the purpose of making distributions thereof other than to the Governor Portfolio's shareholders. (c) The Governor Funds and the Trust each agree that by the Closing, all of its federal and other Tax returns and reports required by law to be filed on or before such date shall have been filed and all federal and other Taxes shown as due on said returns shall have either been paid or adequate liability reserves shall have been provided for the payment of such Taxes. (d) The Governor Funds will at the Closing provide the Trust with: (1) A statement of the respective tax basis of all investments to be transferred by the Governor Portfolio to the Vision Portfolio. (2) A copy of the shareholder ledger accounts for all the shareholders of record of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Date, who are to become holders of the Class A Shares of the Vision Portfolio as a result of the transfer of assets which is the subject of this Agreement, certified by its transfer agent or its President to the best of their knowledge and belief. (e) The Governor Funds agrees to mail to each shareholder of record of the Investor Shares of the Governor Portfolio entitled to vote at the meeting of shareholders at which action on this Agreement is to be considered, in sufficient time to comply with requirements as to notice thereof, a Combined Proxy Statement and Prospectus which complies in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder. (f) The Trust will file with the United States Securities and Exchange Commission (the "Commission") a Registration Statement on Form N-14 under the 1933 Act ("Registration Statement"), relating to the Class A Shares of beneficial interest of the Vision Portfolio issuable hereunder, and will use its best efforts to provide that such Registration Statement becomes effective as promptly as practicable. At the time such Registration Statement becomes effective, it (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations promulgated thereunder; and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time the Registration Statement becomes effective, at the time of the Governor Portfolio's shareholders' meeting, and at the Closing, the prospectus and statement of additional information included in the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The Governor Funds and the Trust each shall supply to the other, at the Closingclosing, the statement of assets and liabilities described in Section 6(a) of this Agreement in conformity with the requirements described in such Section.

COVENANTS OF THE GOVERNOR FUNDS AND THE TRUST. (a) The Governor Funds and the Trust each covenant to operate their respective businesses as presently conducted between the date hereof and the Closing. (b) The Governor Funds undertakes that it will not acquire the Class A Shares shares of beneficial interest of the Vision Portfolio for the purpose of making distributions thereof other than to the Governor Portfolio's shareholders. (c) The Governor Funds and the Trust each agree that by the Closing, all of its federal and other Tax returns and reports required by law to be filed on or before such date shall have been filed and all federal and other Taxes shown as due on said returns shall have either been paid or adequate liability reserves shall have been provided for the payment of such Taxes. (d) The Governor Funds will at the Closing provide the Trust with: (1) A statement of the respective tax basis of all investments to be transferred by the Governor Portfolio to the Vision Portfolio. (2) A copy of the shareholder ledger accounts for all the shareholders of record of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Date, who are to become holders of the Class A Shares of the Vision Portfolio as a result of the transfer of assets which is the subject of this Agreement, certified by its transfer agent or its President to the best of their knowledge and belief. (e) The Governor Funds agrees to mail to each shareholder of record of the Investor Shares of the Governor Portfolio entitled to vote at the meeting of shareholders at which action on this Agreement is to be considered, in sufficient time to comply with requirements as to notice thereof, a Combined Proxy Statement and Prospectus which complies in all material respects with the applicable provisions of Section 14(a) of the 1934 Act Act, and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder. (f) The Trust will file with the United States Securities and Exchange Commission (the "Commission") a Registration Statement on Form N-14 under the 1933 Act ("Registration Statement"), relating to the Class A Shares shares of beneficial interest of the Vision Portfolio issuable hereunder, and will use its best efforts to provide that such Registration Statement becomes effective as promptly as practicable. At the time such Registration Statement becomes effective, it (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations promulgated thereunder; and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time the Registration Statement becomes effective, at the time of the Governor Portfolio's shareholders' meeting, and at the Closing, the prospectus and statement of additional information included in the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The Governor Funds and the Trust each shall supply to the other, at the Closing, the statement of the assets and liabilities described in Section 6(a) of this Agreement in conformity with the requirements described in such Section.

COVENANTS OF THE GOVERNOR FUNDS AND THE TRUST. (a) The Governor Funds and the Trust each covenant to operate their respective businesses as presently conducted between the date hereof and the Closing. (b) The Governor Funds undertakes that it will not acquire the Class A Shares of beneficial interest of the Vision Portfolio for the purpose of making distributions thereof other than to the Governor Portfolio's shareholders. (c) The Governor Funds and the Trust each agree that by the Closing, all of its federal and other Tax returns and reports required by law to be filed on or before such date shall have been filed and all federal and other Taxes shown as due on said returns shall have either been paid or adequate liability reserves shall have been provided for the payment of such Taxes. (d) The Governor Funds will at the Closing provide the Trust with: (1) A statement of the respective tax basis of all investments to be transferred by the Governor Portfolio to the Vision Portfolio. (2) A copy of the shareholder ledger accounts for all the shareholders of record of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Date, who are to become holders of the Class A Shares of the Vision Portfolio as a result of the transfer of assets which is the subject of this Agreement, certified by its transfer agent or its President to the best of their knowledge and belief. (e) The Governor Funds agrees to mail to each shareholder of record of the Investor Shares of the Governor Portfolio entitled to vote at the meeting of shareholders at which action on this Agreement is to be considered, in sufficient time to comply with requirements as to notice thereof, a Combined Proxy Statement and Prospectus which complies in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder. (f) The Trust will file with the United States Securities and Exchange Commission (the "Commission") a Registration Statement on Form N-14 under the 1933 Act ("Registration Statement"), relating to the Class A Shares of beneficial interest of the Vision Portfolio issuable hereunder, and will use its best efforts to provide that such Registration Statement becomes effective as promptly as practicable. At the time such Registration Statement becomes effective, it (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations promulgated thereunder; and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time the Registration Statement becomes effective, at the time of the Governor Portfolio's shareholders' meeting, and at the Closing, the prospectus and statement of additional information included in the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The Governor Funds and the Trust Trusts each shall supply to the other, at the Closing, the statement of assets and liabilities described in Section 6(a) of this Agreement in conformity with the requirements described in such Section.