Common use of Sale and Transfer of Assets and Liabilities Clause in Contracts

Sale and Transfer of Assets and Liabilities. Liquidation and Dissolution of the Governor Portfolio (a) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Trust herein contained, and in consideration of the delivery by the Trust of the number of its Class A Shares of beneficial interest of the Vision Portfolio hereinafter provided, the Governor Funds, on behalf of the Governor Portfolio, agrees that it will sell, convey, transfer and deliver to the Trust on behalf of the Vision Portfolio at the Closing provided for in Section 3 all of the liabilities, debts, obligations and duties of any nature, whether accrued, absolute, contingent or otherwise ("Liabilities") and the assets of the Governor Portfolio as of the close of business on the closing date (as referenced in Section 3, hereinafter called the "Closing Date"), free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders' rights of redemption and such restrictions as might arise under the Securities Act of 1933, as amended (the "1933 Act"), with respect to privately placed or otherwise restricted securities that the Governor Portfolio may have acquired in the ordinary course of business), except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary (1) to discharge all of the Governor Portfolio's Liabilities on its books at the close of business on the Closing Date, including, but not limited to, its income dividends and capital gains distributions, if any, payable for any period prior to, and through, the close of business on the Closing Date, and excluding those liabilities and obligations that would otherwise be discharged at a later date in the ordinary course of business, and (2) to pay such contingent liabilities as the trustees of the Governor Funds shall reasonably deem to exist against the Governor Portfolio, if any, at the close of business on the Closing Date, for which contingent and other appropriate liability reserves shall be established on the books of the Governor Portfolio (hereinafter "Net Assets"). The Governor Funds, on behalf of the Governor Portfolio, shall also retain any and all rights that it may have over and against any person that may have accrued up to and including the close of business on the Closing Date. The Governor Funds agree to use commercially reasonable best efforts to identify all Liabilities prior to the Closing Date and to discharge all known Liabilities on or prior to the Closing Date. (b) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Governor Funds herein contained, and in consideration of such sale, conveyance, transfer, and delivery, the Trust agrees at the Closing to assume the Liabilities and to deliver to the Governor Portfolio the number of Class A Shares of beneficial interest of the Vision Portfolio, no par value, determined by dividing the net asset value per share of beneficial interest of the Investor shares ("Investor Shares") of the Governor Portfolio as of the close of business on the Closing Date by the net asset value per share of beneficial interest of the Class A Shares of the Vision Portfolio as of the close of business on the Closing Date, which net asset value per share shall be identical to that determined to be the net asset value per share of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Date, and multiplying the result by the number of outstanding shares of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Date. All such values shall be determined in the manner and as of the time set forth in Section 2 hereof. (c) As soon as practicable following the Closing, the Governor Portfolio shall dissolve and distribute pro rata to its shareholders of record as of the close of business on the Closing Date the Class A Shares of beneficial interest of the Vision Portfolio received by the Governor Portfolio pursuant to this Section 1. Such dissolution and distribution shall be accomplished by the establishment of accounts on the share records of the Vision Portfolio of the type and in the amounts due such shareholders based on their respective holdings of Investor Shares of the Governor Portfolio as of the close of business on the Closing Date. Fractional shares of beneficial interest of the Class A Shares of the Vision Portfolio shall be carried to the third decimal place. No certificates representing Class A Shares of beneficial interest will be issued to shareholders of the Investor Shares irrespective of whether such shareholders hold their Investor Shares in certificated form. (d) At the Closing, each shareholder of record of the Governor Portfolio as of the record date (the "Distribution Record Date") with respect to any unpaid dividends and other distributions that were declared prior to the Closing, including any dividend or distribution declared pursuant to Section 9(f) hereof, shall have the right to receive such unpaid dividends and distributions with respect to the shares of the Governor Portfolio that such person had on such Distribution Record Date.

Sale and Transfer of Assets and Liabilities. Liquidation and Dissolution of the Governor Portfolio Portfolio (a) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Trust herein contained, and in consideration of the delivery by the Trust of the number of its Class A Shares shares of beneficial interest of the Vision Portfolio hereinafter provided, the Governor Funds, on behalf of the Governor Portfolio, agrees that it will sell, convey, transfer and deliver to the Trust on behalf of the Vision Portfolio at the Closing provided for in Section 3 all of the liabilities, debts, obligations and duties of any nature, whether accrued, absolute, contingent or otherwise ("Liabilities") and the assets of the Governor Portfolio as of the close of business on the closing date (as referenced in Section 3, hereinafter called the "Closing Date"), free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders' rights of redemption and such restrictions as might arise under the Securities Act of 1933, as amended (the "1933 Act"), with respect to privately placed or otherwise restricted securities that the Governor Portfolio may have acquired in the ordinary course of business), except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary (1) to discharge all of the Governor Portfolio's Liabilities on its books at the close of business on the Closing Date, including, but not limited to, its income dividends and capital gains distributions, if any, payable for any period prior to, and through, the close of business on the Closing Date, and excluding those liabilities and obligations that would otherwise be discharged at a later date in the ordinary course of business, and (2) to pay such contingent liabilities as the trustees of the Governor Funds shall reasonably deem to exist against the Governor Portfolio, if any, at the close of business on the Closing Date, for which contingent and other appropriate liability reserves shall be established on the books of the Governor Portfolio (hereinafter "Net Assets"). The Governor Funds, on behalf of the Governor Portfolio, shall also retain any and all rights that it may have over and against any person that may have accrued up to and including the close of business on the Closing Date. The Governor Funds agree to use commercially reasonable best efforts to identify all Liabilities prior to the Closing Date and to discharge all known Liabilities on or prior to the Closing Date. (b) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Governor Funds herein contained, and in consideration of such sale, conveyance, transfer, and delivery, the Trust agrees at the Closing to assume the Liabilities and to deliver to the Governor Portfolio the number of Class A Shares of beneficial interest of the Vision Portfolio, no par value, determined by dividing the net asset value per share of beneficial interest of the Investor shares ("Investor Shares") of the Governor Portfolio as of the close of business on the Closing Date by the net asset value per share of beneficial interest of the Class A Shares of the Vision Portfolio as of the close of business on the Closing Date, which net asset value per share shall be identical to that determined to be the net asset value per share of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Date, and multiplying the result by the number of outstanding shares of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Date. All such values shall be determined in the manner and as of the time set forth in Section 2 hereof. (c) As soon as practicable following the Closing, the Governor Portfolio shall dissolve and distribute pro rata to its shareholders of record as of the close of business on the Closing Date the Class A Shares of beneficial interest of the Vision Portfolio received by the Governor Portfolio pursuant to this Section 1. Such dissolution and distribution shall be accomplished by the establishment of accounts on the share records of the Vision Portfolio of the type and in the amounts due such shareholders based on their respective holdings of Investor Shares of the Governor Portfolio as of the close of business on the Closing Date. Fractional shares of beneficial interest of the Class A Shares of the Vision Portfolio shall be carried to the third decimal place. No certificates representing Class A Shares of beneficial interest will be issued to shareholders of the Investor Shares irrespective of whether such shareholders hold their Investor Shares in certificated form. (d) At the Closing, each shareholder of record of the Governor Portfolio as of the record date (the "Distribution Record Date") with respect to any unpaid dividends and other distributions that were declared prior to the Closing, including any dividend or distribution declared pursuant to Section 9(f) hereof, shall have the right to receive such unpaid dividends and distributions with respect to the shares of the Governor Portfolio that such person had on such Distribution Record Date.

Sale and Transfer of Assets and Liabilities. Liquidation and Dissolution of the Governor PortfolioAcquired Fund ---------------------------------------------------------------------- (a) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Acquiring Trust herein contained, and in consideration of the delivery by the Acquiring Trust of the number of its Class A Shares shares of beneficial interest of the Vision Portfolio Decatur Equity Income Fund hereinafter provided, the Governor FundsTrust, on behalf of the Governor PortfolioAcquired Fund, agrees that it will sell, convey, transfer and deliver to the Trust Acquiring Trust, on behalf of the Vision Portfolio Decatur Equity Income Fund, at the Closing provided for in Section 3 3, all of the liabilities, debts, obligations and duties of any nature, whether accrued, absolute, contingent or otherwise ("Liabilities") and the then existing assets of the Governor Portfolio Acquired Fund as of the close of business (which hereinafter shall be, unless otherwise noted, the regular close of business of the New York Stock Exchange, Inc. ("NYSE")) ("Close of Business") on the closing valuation date (as referenced defined in Section 33 hereof, hereinafter called the "Closing Valuation Date"), free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders' rights of redemption and such restrictions as might arise under the Securities Act of 1933, as amended (the "1933 Act"), with respect to privately placed or otherwise restricted securities that the Governor Portfolio Acquired Fund may have acquired in the ordinary course of business), except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary (1) to pay the Acquired Fund's costs and expenses of carrying out this Agreement (including, but not limited to, fees of counsel and accountants, and expenses of its liquidation and dissolution contemplated hereunder), which costs and expenses shall be established on the books of the Acquired Fund as liability reserves, (2) to discharge all of the Governor PortfolioAcquired Fund's Liabilities on its books at the close Close of business Business on the Closing Date, Valuation Date including, but not limited to, its income dividends and capital gains distributions, if any, payable for any period prior to, and through, the close Close of business Business on the Closing Valuation Date, and excluding those liabilities and obligations that would otherwise be discharged at a later date in the ordinary course of business, and (23) to pay such contingent liabilities as the trustees of the Governor Funds Trust shall reasonably deem to exist against the Governor PortfolioAcquired Fund, if any, at the close Close of business Business on the Closing Valuation Date, for which contingent and other appropriate liability reserves shall be established on the books of the Governor Portfolio Acquired Fund (hereinafter "Net Assets"). The Governor FundsTrust, on behalf of the Governor PortfolioAcquired Fund, shall also retain any and all rights that it may have over and against any person that may have accrued up to and including the close Close of business Business on the Closing Valuation Date. The Governor Funds agree Trust agrees to use commercially reasonable best efforts to identify all of the Acquired Fund's Liabilities prior to the Closing Valuation Date and to discharge all such known Liabilities on or prior to the Closing Valuation Date. (b) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Governor Funds Trust on behalf of the Acquired Fund herein contained, and in consideration of such sale, conveyance, transfer, and delivery, the Acquiring Trust agrees at the Closing to assume the Liabilities Liabilities, on behalf of the Decatur Equity Income Fund, and to deliver to the Governor Portfolio Trust on behalf of the Acquired Fund: (i) the number of Decatur Equity Income Fund Class A Shares of beneficial interest of the Vision Portfolio, no par valueShares, determined by dividing the net asset value per share of beneficial interest of the Investor shares ("Investor Shares") of the Governor Portfolio Acquired Fund Class A Shares as of the close Close of business Business on the Closing Valuation Date by the net asset value per share of beneficial interest of the Decatur Equity Income Fund Class A Shares of the Vision Portfolio as of the close Close of business Business on the Closing Date, which net asset value per share shall be identical to that determined to be the net asset value per share of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Valuation Date, and multiplying the result by the number of outstanding shares of the Investor Acquired Fund Class A Shares of the Governor Portfolio as of the close Close of business Business on the Closing Valuation Date; (ii) the number of Decatur Equity Income Fund Class B Shares, determined by dividing the net asset value per share of Acquired Fund Class B Shares as of Close of Business on the Valuation Date by the net asset value per share of Decatur Equity Income Fund Class B Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding shares of Acquired Fund Class B Shares as of Close of Business on the Valuation Date; (iii) the number of Decatur Equity Income Fund Class C Shares, determined by dividing the net asset value per share of Acquired Fund Class C Shares as of Close of Business on the Valuation Date by the net asset value per share of Decatur Equity Income Fund Class C Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding shares of Acquired Fund Class C Shares as of Close of Business on the Valuation Date; (iv) the number of Decatur Equity Income Fund Class R Shares, determined by dividing the net asset value per share of Acquired Fund Class R Shares as of Close of Business on the Valuation Date by the net asset value per share of Decatur Equity Income Fund Class R Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding shares of Acquired Fund Class R Shares as of Close of Business on the Valuation Date; and (v) the number of Decatur Equity Income Fund Institutional Class Shares, determined by dividing the net asset value per share of Acquired Fund Institutional Class Shares as of Close of Business on the Valuation Date by the net asset value per share of Decatur Equity Income Fund Institutional Class Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding shares of Acquired Fund Institutional Class Shares as of Close of Business on the Valuation Date. All such values shall be determined in the manner and as of the time set forth in Section 2 hereof. (c) As soon as practicable following the Closing, the Governor Portfolio Trust shall dissolve the Acquired Fund and distribute pro rata to its the Acquired Fund's shareholders of record as of the close Close of business Business on the Closing Date Valuation Date, the Class A Shares shares of beneficial interest of the Vision Portfolio Decatur Equity Income Fund received by the Governor Portfolio Acquired Fund pursuant to this Section 1. Such dissolution and distribution shall be accomplished by the establishment of accounts on the share records of the Vision Portfolio Decatur Equity Income Fund of the type and in the amounts due such shareholders pursuant to this Section 1 based on their respective holdings of Investor Shares shares of the Governor Portfolio Acquired Fund as of the close Close of business Business on the Closing Valuation Date. Fractional shares of beneficial interest of the Class A Shares of the Vision Portfolio Decatur Equity Income Fund shall be carried to the third decimal place. No Unless requested, no certificates representing Class A Shares shares of beneficial interest of the Decatur Equity Income Fund will be issued to shareholders of the Investor Acquired Fund Shares irrespective of whether such shareholders hold their Investor Shares shares in certificated form. (d) At the Closing, each shareholder of record of the Governor Portfolio Trust shall be entitled to surrender the same to the transfer agent for the Acquiring Trust and request in exchange therefor a certificate or certificates representing the number of whole shares of beneficial interest of the class of Decatur Equity Income Fund shares into which the corresponding shares of beneficial interest of the Acquired Fund theretofore represented by the certificate or certificates so surrendered shall have been converted. Certificates for fractional shares of beneficial interest of the Acquiring Trust shall not be issued, but such fractional shares shall continue to be carried by the Acquiring Trust in book entry form for the account of such shareholder. Until so surrendered, each outstanding certificate, which, prior to Closing, represented shares of beneficial interest of the Acquired Fund, shall be deemed for all Decatur Equity Income Fund purposes to evidence ownership of the number of shares of beneficial interest of the Decatur Equity Income Fund into which the shares of beneficial interest of the Acquired Fund (which prior to Closing were represented thereby) have been converted. (e) At the Closing, each shareholder of record of the Acquired Fund as of the record date (the "Distribution Record Date") with respect to any unpaid dividends and other distributions that were declared prior to the Closing, including any dividend or distribution declared pursuant to Section 9(f9(e) hereof, shall have the right to receive such unpaid dividends and distributions with respect to the shares of the Governor Portfolio Acquired Fund that such person had on such Distribution Record Date.

Sale and Transfer of Assets and Liabilities. Liquidation and Dissolution of the Governor PortfolioAcquired Fund ---------------------------------------------------------------------- (a) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Acquiring Trust herein contained, and in consideration of the delivery by the Acquiring Trust of the number of its Class A Shares shares of beneficial interest of the Vision Portfolio Select Growth Fund hereinafter provided, the Governor FundsTrust, on behalf of the Governor PortfolioAcquired Fund, agrees that it will sell, convey, transfer and deliver to the Trust Acquiring Trust, on behalf of the Vision Portfolio Select Growth Fund, at the Closing provided for in Section 3 3, all of the liabilities, debts, obligations and duties of any nature, whether accrued, absolute, contingent or otherwise ("Liabilities") and the then existing assets of the Governor Portfolio Acquired Fund as of the close of business (which hereinafter shall be, unless otherwise noted, the regular close of business of the New York Stock Exchange, Inc. ("NYSE")) ("Close of Business") on the closing valuation date (as referenced defined in Section 33 hereof, hereinafter called the "Closing Valuation Date"), free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders' rights of redemption and such restrictions as might arise under the Securities Act of 1933, as amended (the "1933 Act"), with respect to privately placed or otherwise restricted securities that the Governor Portfolio Acquired Fund may have acquired in the ordinary course of business), except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary (1) to pay the Acquired Fund's costs and expenses of carrying out this Agreement (including, but not limited to, fees of counsel and accountants, and expenses of its liquidation and dissolution contemplated hereunder), which costs and expenses shall be established on the books of the Acquired Fund as liability reserves, (2) to discharge all of the Governor PortfolioAcquired Fund's Liabilities on its books at the close Close of business Business on the Closing Date, Valuation Date including, but not limited to, its income dividends and capital gains distributions, if any, payable for any period prior to, and through, the close Close of business Business on the Closing Valuation Date, and excluding those liabilities and obligations that would otherwise be discharged at a later date in the ordinary course of business, and (23) to pay such contingent liabilities as the trustees of the Governor Funds Trust shall reasonably deem to exist against the Governor PortfolioAcquired Fund, if any, at the close Close of business Business on the Closing Valuation Date, for which contingent and other appropriate liability reserves shall be established on the books of the Governor Portfolio Acquired Fund (hereinafter "Net Assets"). The Governor FundsTrust, on behalf of the Governor PortfolioAcquired Fund, shall also retain any and all rights that it may have over and against any person that may have accrued up to and including the close Close of business Business on the Closing Valuation Date. The Governor Funds agree Trust agrees to use commercially reasonable best efforts to identify all of the Acquired Fund's Liabilities prior to the Closing Valuation Date and to discharge all such known Liabilities on or prior to the Closing Valuation Date. (b) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Governor Funds Trust on behalf of the Acquired Fund herein contained, and in consideration of such sale, conveyance, transfer, and delivery, the Acquiring Trust agrees at the Closing to assume the Liabilities Liabilities, on behalf of the Select Growth Fund, and to deliver to the Governor Portfolio Trust on behalf of the Acquired Fund: (i) the number of Select Growth Fund Class A Shares of beneficial interest of the Vision Portfolio, no par valueShares, determined by dividing the net asset value per share of beneficial interest of the Investor shares ("Investor Shares") of the Governor Portfolio Acquired Fund Class A Shares as of the close Close of business Business on the Closing Valuation Date by the net asset value per share of beneficial interest of the Select Growth Fund Class A Shares of the Vision Portfolio as of the close Close of business Business on the Closing Date, which net asset value per share shall be identical to that determined to be the net asset value per share of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Valuation Date, and multiplying the result by the number of outstanding shares of the Investor Acquired Fund Class A Shares of the Governor Portfolio as of the close Close of business Business on the Closing Valuation Date; (ii) the number of Select Growth Fund Class B Shares, determined by dividing the net asset value per share of Acquired Fund Class B Shares as of Close of Business on the Valuation Date by the net asset value per share of Select Growth Fund Class B Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding shares of Acquired Fund Class B Shares as of Close of Business on the Valuation Date; (iii) the number of Select Growth Fund Class C Shares, determined by dividing the net asset value per share of Acquired Fund Class C Shares as of Close of Business on the Valuation Date by the net asset value per share of Select Growth Fund Class C Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding shares of Acquired Fund Class C Shares as of Close of Business on the Valuation Date; (iv) the number of Select Growth Fund Class R Shares, determined by dividing the net asset value per share of Acquired Fund Class R Shares as of Close of Business on the Valuation Date by the net asset value per share of Select Growth Fund Class R Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding shares of Acquired Fund Class R Shares as of Close of Business on the Valuation Date; and (v) the number of Select Growth Fund Institutional Class Shares, determined by dividing the net asset value per share of Acquired Fund Institutional Class Shares as of Close of Business on the Valuation Date by the net asset value per share of Select Growth Fund Institutional Class Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding shares of Acquired Fund Institutional Class Shares as of Close of Business on the Valuation Date. All such values shall be determined in the manner and as of the time set forth in Section 2 hereof. (c) As soon as practicable following the Closing, the Governor Portfolio Trust shall dissolve the Acquired Fund and distribute pro rata to its the Acquired Fund's shareholders of record as of the close Close of business Business on the Closing Date Valuation Date, the Class A Shares shares of beneficial interest of the Vision Portfolio Select Growth Fund received by the Governor Portfolio Acquired Fund pursuant to this Section 1. Such dissolution and distribution shall be accomplished by the establishment of accounts on the share records of the Vision Portfolio Select Growth Fund of the type and in the amounts due such shareholders pursuant to this Section 1 based on their respective holdings of Investor Shares shares of the Governor Portfolio Acquired Fund as of the close Close of business Business on the Closing Valuation Date. Fractional shares of beneficial interest of the Class A Shares of the Vision Portfolio Select Growth Fund shall be carried to the third decimal place. No Unless requested, no certificates representing Class A Shares shares of beneficial interest of the Select Growth Fund will be issued to shareholders of the Investor Acquired Fund Shares irrespective of whether such shareholders hold their Investor Shares shares in certificated form. (d) At the Closing, each shareholder of record of the Governor Portfolio Trust shall be entitled to surrender the same to the transfer agent for the Acquiring Trust and request in exchange therefor a certificate or certificates representing the number of whole shares of beneficial interest of the class of Select Growth Fund shares into which the corresponding shares of beneficial interest of the Acquired Fund theretofore represented by the certificate or certificates so surrendered shall have been converted. Certificates for fractional shares of beneficial interest of the Acquiring Trust shall not be issued, but such fractional shares shall continue to be carried by the Acquiring Trust in book entry form for the account of such shareholder. Until so surrendered, each outstanding certificate, which, prior to Closing, represented shares of beneficial interest of the Acquired Fund, shall be deemed for all Select Growth Fund purposes to evidence ownership of the number of shares of beneficial interest of the Select Growth Fund into which the shares of beneficial interest of the Acquired Fund (which prior to Closing were represented thereby) have been converted. (e) At the Closing, each shareholder of record of the Acquired Fund as of the record date (the "Distribution Record Date") with respect to any unpaid dividends and other distributions that were declared prior to the Closing, including any dividend or distribution declared pursuant to Section 9(f9(e) hereof, shall have the right to receive such unpaid dividends and distributions with respect to the shares of the Governor Portfolio Acquired Fund that such person had on such Distribution Record Date.

Sale and Transfer of Assets and Liabilities. Liquidation and Dissolution of the Governor Portfolio PaineWebber Fund (a) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Trust herein contained, and in consideration of the delivery by the Trust of the number of its Class A Shares shares of beneficial interest of the Vision Portfolio Xxxxxxx Fund hereinafter provided, the Governor FundsPaineWebber Trust, on behalf of the Governor PortfolioPaineWebber Fund, agrees that it will sell, convey, transfer and deliver to the Trust Trust, on behalf of the Vision Portfolio Xxxxxxx Fund, at the Closing provided for in Section 3 3, all of the liabilities, debts, obligations and duties of any nature, whether accrued, absolute, contingent or otherwise ("Liabilities") and the assets of the Governor Portfolio PaineWebber Fund as of the close of business (which hereinafter shall be, unless otherwise noted, the regular close of business of the New York Stock Exchange, Inc. ("NYSE")) ("Close of Business") on the closing valuation date (as referenced defined in Section 33 hereof, hereinafter called the "Closing Valuation Date"), free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders' rights of redemption and such restrictions as might arise under the Securities Act of 1933, as amended (the "1933 Act"), with respect to privately placed or otherwise restricted securities that the Governor Portfolio PaineWebber Fund may have acquired in the ordinary course of business), except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary (1) to pay the PaineWebber Fund's costs and expenses of carrying out this Agreement (including, but not limited to, fees of counsel and accountants, and expenses of its liquidation and dissolution contemplated hereunder), which costs and expenses shall be established on the books of the PaineWebber Fund as liability reserves, (2) to discharge all of the Governor PortfolioPaineWebber Fund's Liabilities on its books at the close Close of business Business on the Closing Date, Valuation Date including, but not limited to, its income dividends and capital gains distributions, if any, payable for any period prior to, and through, the close Close of business Business on the Closing Valuation Date, and excluding those liabilities and obligations that would otherwise be discharged at a later date in the ordinary course of business, and (23) to pay such contingent liabilities as the trustees of the Governor Funds PaineWebber Trust shall reasonably deem to exist against the Governor PortfolioPaineWebber Fund, if any, at the close Close of business Business on the Closing Valuation Date, for which contingent and other appropriate liability reserves shall be established on the books of the Governor Portfolio PaineWebber Fund (hereinafter "Net Assets"). The Governor FundsPaineWebber Trust, on behalf of the Governor PortfolioPaineWebber Fund, shall also retain any and all rights that it may have over and against any person that may have accrued up to and including the close Close of business Business on the Closing Valuation Date. The Governor Funds agree PaineWebber Trust agrees to use commercially reasonable best efforts to identify all of the PaineWebber Fund's Liabilities prior to the Closing Valuation Date and to discharge all such known Liabilities on or prior to the Closing Valuation Date. (b) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Governor Funds herein contained, and in consideration of such sale, conveyance, transfer, and delivery, the Trust agrees at the Closing to assume the Liabilities and to deliver to the Governor Portfolio the number of Class A Shares of beneficial interest of the Vision Portfolio, no par value, determined by dividing the net asset value per share of beneficial interest of the Investor shares ("Investor Shares") of the Governor Portfolio as of the close of business on the Closing Date by the net asset value per share of beneficial interest of the Class A Shares of the Vision Portfolio as of the close of business on the Closing Date, which net asset value per share shall be identical to that determined to be the net asset value per share of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Date, and multiplying the result by the number of outstanding shares of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Date. All such values shall be determined in the manner and as of the time set forth in Section 2 hereof. (c) As soon as practicable following the Closing, the Governor Portfolio shall dissolve and distribute pro rata to its shareholders of record as of the close of business on the Closing Date the Class A Shares of beneficial interest of the Vision Portfolio received by the Governor Portfolio pursuant to this Section 1. Such dissolution and distribution shall be accomplished by the establishment of accounts on the share records of the Vision Portfolio of the type and in the amounts due such shareholders based on their respective holdings of Investor Shares of the Governor Portfolio as of the close of business on the Closing Date. Fractional shares of beneficial interest of the Class A Shares of the Vision Portfolio shall be carried to the third decimal place. No certificates representing Class A Shares of beneficial interest will be issued to shareholders of the Investor Shares irrespective of whether such shareholders hold their Investor Shares in certificated form. (d) At the Closing, each shareholder of record of the Governor Portfolio as of the record date (the "Distribution Record Date") with respect to any unpaid dividends and other distributions that were declared prior to the Closing, including any dividend or distribution declared pursuant to Section 9(f) hereof, shall have the right to receive such unpaid dividends and distributions with respect to the shares of the Governor Portfolio that such person had on such Distribution Record Date.

Sale and Transfer of Assets and Liabilities. Liquidation and Dissolution of the Governor PortfolioAcquired Fund ---------------------------------------------------------------------- (a) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Acquiring Trust herein contained, and in consideration of the delivery by the Acquiring Trust of the number of its Class A Shares shares of beneficial interest of the Vision Portfolio Diversified Income Fund hereinafter provided, the Governor FundsTrust, on behalf of the Governor PortfolioAcquired Fund, agrees that it will sell, convey, transfer and deliver to the Trust Acquiring Trust, on behalf of the Vision Portfolio Diversified Income Fund, at the Closing provided for in Section 3 3, all of the liabilities, debts, obligations and duties of any nature, whether accrued, absolute, contingent or otherwise ("Liabilities") and the then existing assets of the Governor Portfolio Acquired Fund as of the close of business (which hereinafter shall be, unless otherwise noted, the regular close of business of the New York Stock Exchange, Inc. ("NYSE")) ("Close of Business") on the closing valuation date (as referenced defined in Section 33 hereof, hereinafter called the "Closing Valuation Date"), free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders' rights of redemption and such restrictions as might arise under the Securities Act of 1933, as amended (the "1933 Act"), with respect to privately placed or otherwise restricted securities that the Governor Portfolio Acquired Fund may have acquired in the ordinary course of business), except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary (1) to pay the Acquired Fund's costs and expenses of carrying out this Agreement (including, but not limited to, fees of counsel and accountants, and expenses of its liquidation and dissolution contemplated hereunder), which costs and expenses shall be established on the books of the Acquired Fund as liability reserves, (2) to discharge all of the Governor PortfolioAcquired Fund's Liabilities on its books at the close Close of business Business on the Closing Date, Valuation Date including, but not limited to, its income dividends and capital gains distributions, if any, payable for any period prior to, and through, the close Close of business Business on the Closing Valuation Date, and excluding those liabilities and obligations that would otherwise be discharged at a later date in the ordinary course of business, and (23) to pay such contingent liabilities as the trustees of the Governor Funds Trust shall reasonably deem to exist against the Governor PortfolioAcquired Fund, if any, at the close Close of business Business on the Closing Valuation Date, for which contingent and other appropriate liability reserves shall be established on the books of the Governor Portfolio Acquired Fund (hereinafter "Net Assets"). The Governor FundsTrust, on behalf of the Governor PortfolioAcquired Fund, shall also retain any and all rights that it may have over and against any person that may have accrued up to and including the close Close of business Business on the Closing Valuation Date. The Governor Funds agree Trust agrees to use commercially reasonable best efforts to identify all of the Acquired Fund's Liabilities prior to the Closing Valuation Date and to discharge all such known Liabilities on or prior to the Closing Valuation Date. (b) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Governor Funds Trust on behalf of the Acquired Fund herein contained, and in consideration of such sale, conveyance, transfer, and delivery, the Acquiring Trust agrees at the Closing to assume the Liabilities Liabilities, on behalf of the Diversified Income Fund, and to deliver to the Governor Portfolio Trust on behalf of the Acquired Fund: (i) the number of Diversified Income Fund Class A Shares of beneficial interest of the Vision Portfolio, no par valueShares, determined by dividing the net asset value per share of beneficial interest of the Investor shares ("Investor Shares") of the Governor Portfolio Acquired Fund Class A Shares as of the close Close of business Business on the Closing Valuation Date by the net asset value per share of beneficial interest of the Diversified Income Fund Class A Shares of the Vision Portfolio as of the close Close of business Business on the Closing Date, which net asset value per share shall be identical to that determined to be the net asset value per share of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Valuation Date, and multiplying the result by the number of outstanding shares of the Investor Acquired Fund Class A Shares of the Governor Portfolio as of the close Close of business Business on the Closing Valuation Date; (ii) the number of Diversified Income Fund Class B Shares, determined by dividing the net asset value per share of Acquired Fund Class B Shares as of Close of Business on the Valuation Date by the net asset value per share of Diversified Income Fund Class B Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding shares of Acquired Fund Class B Shares as of Close of Business on the Valuation Date; (iii) the number of Diversified Income Fund Class C Shares, determined by dividing the net asset value per share of Acquired Fund Class C Shares as of Close of Business on the Valuation Date by the net asset value per share of Diversified Income Fund Class C Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding shares of Acquired Fund Class C Shares as of Close of Business on the Valuation Date; (iv) the number of Diversified Income Fund Class R Shares, determined by dividing the net asset value per share of Acquired Fund Class R Shares as of Close of Business on the Valuation Date by the net asset value per share of Diversified Income Fund Class R Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding shares of Acquired Fund Class R Shares as of Close of Business on the Valuation Date; and (v) the number of Diversified Income Fund Institutional Class Shares, determined by dividing the net asset value per share of Acquired Fund Institutional Class Shares as of Close of Business on the Valuation Date by the net asset value per share of Diversified Income Fund Institutional Class Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding shares of Acquired Fund Institutional Class Shares as of Close of Business on the Valuation Date. All such values shall be determined in the manner and as of the time set forth in Section 2 hereof. (c) As soon as practicable following the Closing, the Governor Portfolio Trust shall dissolve the Acquired Fund and distribute pro rata to its the Acquired Fund's shareholders of record as of the close Close of business Business on the Closing Date Valuation Date, the Class A Shares shares of beneficial interest of the Vision Portfolio Diversified Income Fund received by the Governor Portfolio Acquired Fund pursuant to this Section 1. Such dissolution and distribution shall be accomplished by the establishment of accounts on the share records of the Vision Portfolio Diversified Income Fund of the type and in the amounts due such shareholders pursuant to this Section 1 based on their respective holdings of Investor Shares shares of the Governor Portfolio Acquired Fund as of the close Close of business Business on the Closing Valuation Date. Fractional shares of beneficial interest of the Class A Shares of the Vision Portfolio Diversified Income Fund shall be carried to the third decimal place. No Unless requested, no certificates representing Class A Shares shares of beneficial interest of the Diversified Income Fund will be issued to shareholders of the Investor Acquired Fund Shares irrespective of whether such shareholders hold their Investor Shares shares in certificated form. (d) At the Closing, each shareholder of record of the Governor Portfolio Trust shall be entitled to surrender the same to the transfer agent for the Acquiring Trust and request in exchange therefor a certificate or certificates representing the number of whole shares of beneficial interest of the class of Diversified Income Fund shares into which the corresponding shares of beneficial interest of the Acquired Fund theretofore represented by the certificate or certificates so surrendered shall have been converted. Certificates for fractional shares of beneficial interest of the Acquiring Trust shall not be issued, but such fractional shares shall continue to be carried by the Acquiring Trust in book entry form for the account of such shareholder. Until so surrendered, each outstanding certificate, which, prior to Closing, represented shares of beneficial interest of the Acquired Fund, shall be deemed for all Diversified Income Fund purposes to evidence ownership of the number of shares of beneficial interest of the Diversified Income Fund into which the shares of beneficial interest of the Acquired Fund (which prior to Closing were represented thereby) have been converted. (e) At the Closing, each shareholder of record of the Acquired Fund as of the record date (the "Distribution Record Date") with respect to any unpaid dividends and other distributions that were declared prior to the Closing, including any dividend or distribution declared pursuant to Section 9(f9(e) hereof, shall have the right to receive such unpaid dividends and distributions with respect to the shares of the Governor Portfolio Acquired Fund that such person had on such Distribution Record Date.

Sale and Transfer of Assets and Liabilities. Liquidation and Dissolution of the Governor Portfolio (a) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Trust herein contained, and in consideration of the delivery by the Trust of the number of its Class A Shares of beneficial interest of the Vision Portfolio hereinafter provided, the Governor Funds, on behalf of the Governor Portfolio, agrees that it will sell, convey, transfer and deliver to the Trust on behalf of the Vision Portfolio at the Closing provided for in Section 3 all of the liabilities, debts, obligations and duties of any nature, whether accrued, absolute, contingent or otherwise ("Liabilities") and the assets of the Governor Portfolio as of the close of business on the closing date (as referenced in Section 3, hereinafter called the "Closing Date"), free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders' rights of redemption and such restrictions as might arise under the Securities Act of 1933, as amended (the "1933 Act"), with respect to privately placed or otherwise restricted securities that the Governor Portfolio may have acquired in the ordinary course of business), except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary (1) to discharge all of the Governor Portfolio's Liabilities on its books at the close of business on the Closing Date, including, but not limited to, its income dividends and capital gains distributions, if any, payable for any period prior to, and through, the close of business on the Closing Date, and excluding those liabilities and obligations that would otherwise be discharged at a later date in the ordinary course of business, and (2) to pay such contingent liabilities as the trustees of the Governor Funds shall reasonably deem to exist against the Governor Portfolio, if any, at the close of business on the Closing Date, for which contingent and other appropriate liability reserves shall be established on the books of the Governor Portfolio (hereinafter "Net Assets"). The Governor Funds, on behalf of the Governor Portfolio, shall also retain any and all rights that it may have over and against any person that may have accrued up to and including the close of business on the Closing Date. The Governor Funds agree to use commercially reasonable best efforts to identify all Liabilities prior to the Closing Date and to discharge all known Liabilities on or prior to the Closing Date. (b) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of the Governor Funds herein contained, and in consideration of such sale, conveyance, transfer, and delivery, the Trust agrees at the Closing to assume the Liabilities and to deliver to the Governor Portfolio the number of Class A Shares of beneficial interest of the Vision Portfolio, no par value, determined by dividing the net asset value per share of beneficial interest of the Investor shares ("Investor Shares") of the Governor Portfolio as of the close of business on the Closing Date by the net asset value per share of beneficial interest of the Class A Shares of the Vision Portfolio as of the close of business on the Closing Date, which net asset value per share shall be identical to that determined to be the net asset value per share of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Date, and multiplying the result by the number of outstanding shares of the Investor Shares of the Governor Portfolio as of the close of business on the Closing Date. All such values shall be determined in the manner and as of the time set forth in Section 2 hereof. . (c) As soon as practicable following the Closing, the Governor Portfolio shall dissolve and distribute pro rata to its shareholders of record as of the close of business on the Closing Date the Class A Shares of beneficial interest of the Vision Portfolio received by the Governor Portfolio pursuant to this Section 1. Such dissolution and distribution shall be accomplished by the establishment of accounts on the share records of the Vision Portfolio of the type and in the amounts due such shareholders based on their respective holdings of Investor Shares of the Governor Portfolio as of the close of business on the Closing Date. Fractional shares of beneficial interest of the Class A Shares of the Vision Portfolio shall be carried to the third decimal place. No certificates representing Class A Shares of beneficial interest will be issued to shareholders of the Investor Shares irrespective of whether such shareholders hold their Investor Shares in certificated form. (d) At the Closing, each shareholder of record of the Governor Portfolio as of the record date (the "Distribution Record Date") with respect to any unpaid dividends and other distributions that were declared prior to the Closing, including any dividend or distribution declared pursuant to Section 9(f) hereof, shall have the right to receive such unpaid dividends and distributions with respect to the shares of the Governor Portfolio that such person had on such Distribution Record Date.