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

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

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

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

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

CLOSING AND CLOSING DATE. 3.1 The Closing Date 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 5, 2001, or such later date as the parties may mutually agree in writing. The Closing shall take place occur at the principal office offices of the TrustHale and Dorr at 60 State Street, 5Bos▇▇▇, Mas▇▇▇▇uset▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇ ("▇▇▇▇▇▇▇ ▇▇▇▇▇"), ▇▇▇▇▇▇▇▇▇▇or at such other place or date on or prior to May 31, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ 1996 as the parties may agree in writing. All acts taking place at 9:00 a.m. Eastern Time on the first business day following the Closing Date. Notwithstanding anything herein shall be deemed to take place simultaneously as of the contrary, in last daily determination of the net asset value of any Current Fund or at such other time and/or place as the 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, P.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. 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 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, 5▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in the event that on the Closing Date, (a) the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, P.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are not held in book-▇▇▇▇entry form in the name of the Custodian as record holder for the Acquired Fund shall be presented by the Acquired Fund to the Custodian for examination no later than three business days preceding the Closing Date. AlsoPortfolio securities which are not held in book-entry form shall be delivered by the Acquired Fund to the Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Custodian in book- entry form on behalf of the Acquired Fund shall be delivered to the Acquiring Fund by the Custodian by recording the transfer of beneficial ownership thereof on its records. The cash delivered shall be in the form of currency or by the Custodian crediting the Acquiring Fund's account maintained with the Custodian with immediately available funds. 3.3 In the event that on the Closing Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Governor Funds Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored on or before June 30, 2000, this Agreement may be terminated by the Acquiring Fund or by the Acquired Fund upon the giving of written notice to the other party. 3.4 The Acquired Fund shall deliver at the Closing a list of names the names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the Acquired Fund shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares outstanding shares of each class of beneficial interest of the Governor Portfolio Acquired Fund owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agentTreasurer, Secretary or by its President to other authorized officer (the best of their knowledge and belief"Shareholder List"). The Trust Acquiring Fund shall issue and deliver to the Acquired Fund a certificate or certificates confirmation evidencing Class A the Acquiring Fund Shares of the Vision Portfolio to be delivered at credited on the Closing to said transfer agent registered in such manner as the Governor Funds may requestDate, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, stock certificates, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

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

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, 5500 Boylston Street, Boston, Massachusetts 02116, or at such ot▇▇▇ ▇▇▇▇ ▇▇▇/▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on . 3.2 Portfolio securities shall be transferred by the first business day following the Closing Date. Notwithstanding anything herein Acquired Fund to the contrary, in Custodian for the event that account of the Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department's book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the "1940 Act") and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of "State Street Bank and Trust Company, Custodian for the MFS Limited Maturity Fund" or in the name of any successor organization. 3.3 If on the Valuation Date (a) the NYSE New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Governor Portfolio or the Vision Portfolio Reorganization Shares is impracticable, the Closing Valuation Date shall be postponed until the first next business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to Date shall be transferred adjusted accordingly to the Trust's Custodianfirst business day following the Valuation Date; provided that if trading shall not be fully resumed and reporting restored on or before December 31, State Street Bank and Trust Company2006, P.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. 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 5February 18, 20012000, or such later date as the parties may mutually agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise provided. The Closing shall take place be held as of 5:00 p.m. at the principal office offices of the Trust▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., 5▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ , or at 9:00 a.m. Eastern Time on such other time and/or place as the first business day following the Closing Dateparties may agree. 3.2. Notwithstanding anything herein to the contrary, in In the event that on the Closing Date, Valuation Date (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, and reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Fundsrestored. 3.3. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, P.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds Acquired Fund shall deliver at the Closing a list of the names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio Acquired Fund's Shareholders and the number and percentage ownership of Investor Shares of the Governor Portfolio outstanding shares owned by each such shareholdershareholder immediately prior to the Closing, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as certified on behalf of the close Acquired Fund by the Chairman of business on the Closing Date, certified by its transfer agent, or by its President to Board of the best of their knowledge and beliefAcquired Fund. The Trust Acquiring Fund shall issue and deliver a certificate or certificates confirmation evidencing Class A the Acquiring Fund Shares to be credited to the Acquired Fund's account on the Closing Date to the Secretary of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may requestAcquired Fund, or provide evidence satisfactory to the Governor Funds Acquired Fund that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Acquired Fund's account on the books of the Vision Portfolio in Acquiring Fund. At the Closing, each party shall deliver to the other such manner bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the Governor Funds such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5______________, 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 the TrustDeutsche Asset Management, 5▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ , 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, P.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. 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, 5▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in the event that on the Closing Date, (a) the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, P.▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds shall deliver at the Closing a list of names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide evidence satisfactory to the Governor Funds that such shares of beneficial interest of the Class A Shares of the Vision Portfolio have been registered in an open account on the books of the Vision Portfolio in such manner as the Governor Funds may request.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be January 5August 11, 20012009, 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 open of business on the Closing Date unless otherwise agreed to by the parties. The open of business on the Closing Date shall be as of 9:00 a.m. Eastern time. The Closing shall take place be held at the principal office offices of the Admiral Trust, 5▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ , 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 Treasury Trust’s or Governor FundsAdmiral Trust’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 Admiral 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 Treasury Trust shall deliver to the Trust's Custodian, State Street Bank and Admiral Trust Company, P.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. 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 outstanding Investor Shares of the Governor Portfolio 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 agent, Treasury Trust’s Secretary or by its President Assistant Secretary. The Admiral Trust 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 Admiral Trust shall issue and deliver a certificate or certificates confirmation to the Treasury Trust evidencing Class A the Acquiring Fund Shares of the Vision Portfolio 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 Treasury Trust 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 Treasury Trust and the Admiral Trust shall each deliver to the other at the Closing a certificate executed in its name by an authorized officer and in form and substance satisfactory to the 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 Class A Shares Closing Date except that they may be affected by the transactions contemplated by this Agreement. 3.6. If the Acquired Fund is unable to make delivery pursuant to paragraph 3.3. hereof to the account of the Vision Portfolio have been registered in an open account on the books Acquiring Fund of any of the Vision Portfolio assets of the Acquired Fund because any such assets have not yet been delivered to it by the Acquired Fund’s broker, dealer or other counterparty, then, in lieu of such manner delivery, the Acquired Fund shall deliver, with respect to said assets, executed copies of an agreement of assignment executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by the Governor Funds may requestAcquiring Fund, including brokers’ confirmation slips.

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 5, 2001, or such later date as the parties may mutually agree in writing. The Closing shall take place occur at the principal office offices of the Trust, 5▇▇▇▇ and ▇▇▇▇ at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:00 a.m. Eastern Time on the first business day following the Closing Date. Notwithstanding anything herein to the contrary, in the event that on the Closing Date, (a) the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust or Governor Funds, accurate appraisal of the value of the net assets of the Governor Portfolio or the Vision Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's Custodian, State Street Bank and Trust Company, P.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ on January __, 1996 ("Closing Date"), or at such other place or date on or prior to March 31, 1996 as the parties may agree in writing. AlsoAll acts taking place at the Closing shall be deemed to take place simultaneously as of the last daily determination of the net asset value of any Current Fund or at such other time and/or place as the parties may agree. 3.2 In the event that on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon is restricted or (b) trading or reporting of trading on said Exchange or in any market in which portfolio securities of any Current Fund are traded is disrupted so that accurate appraisal of the value of the total net assets of the Current Fund is impracticable, the Governor Funds Closing shall be postponed until the first business day upon which trading shall have been fully resumed and reporting shall have been restored. 3.3 The 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 for the Reorganization will be January 5June 14, 20012002, or such later other date agreed to in writing by the on Vanguard Trust and the Provident Trust. All acts taking place at the Closing will be deemed to take place simultaneously as of the parties may mutually agree in writingon close of business on the Closing Date unless otherwise provided. The Closing shall take place will be held as of 4:00 p.m., at the principal office offices of the on Vanguard Trust, 5100 Vanguard Blvd., Malvern, PA 19355, or at such other time and/or p▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ d the on Provident Trust. 3.2 The Acquiring Fund will arrange for its custodian to deliver at 9:00 a.m. Eastern Time the Closing a certificate of an authorized officer stating that: (a) the Selling Fund's portfolio securities, cash and any other assets will have been delivered in proper form to the on the first business day following Acquiring Fund prior to or on the Closing Date. Notwithstanding anything herein to the contrary, and (b) all necessary taxes, including all applicable federal and state stock on transfer stamps, if any, will have been paid, or provision for payment has been made, in conjunction with the delivery of portfolio on securities. 3.3 In the event that on the Closing Date, Valuation Date (a) the NYSE shall be or another primary trading market for portfolio securities of the Acquiring Fund or the Selling Fund is closed to trading or trading thereon shall be restricted on the market is restricted; or (b) trading or the reporting on of trading on such exchange the NYSE or elsewhere shall be is disrupted so that, in the judgment of the Trust or Governor Funds, that accurate appraisal of the value of the net assets of the Governor Portfolio Acquiring Fund or the Vision Portfolio Selling Fund is impracticable, the Closing Date shall will be postponed until the first business day after the day when normal trading shall have been has fully resumed without restriction or disruptionand reporting has been restored. 3.4 The Provident Trust, reporting shall have been restored and accurate appraisal on behalf of the value of the net assets of the Governor Portfolio and the Vision Portfolio is practicable in the judgment of the Trust and Governor Funds. The Governor Funds shall have provided for delivery as of the Closing of those Net Assets of the Governor Portfolio to be transferred to the Trust's CustodianSelling Fund, State Street Bank and Trust Company, P.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds shall will deliver at the Closing a list of the names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio Selling Fund Shareholders and the number of Investor outstanding Selling Fund Shares of the Governor Portfolio owned by each such shareholdershareholder immediately prior on to the Closing or provide evidence that the information has been provided to the Acquiring Fund's transfer agent. The Vanguard on Trust, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as on behalf of the close of business on the Closing DateAcquiring Fund, certified by its transfer agent, or by its President to the best of their knowledge and belief. The Trust shall will issue and deliver a certificate or certificates confirmation evidencing Class A the Acquiring Fund Shares to be credited to the Selling Fund's account on the Closing Date to the Secretary of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, Provident Trust or provide evidence satisfactory to the Governor Funds on Provident Trust that such shares of beneficial interest of the Class A Acquiring Fund Shares of the Vision Portfolio have been registered in an open credited to the Selling Fund's account on the books of the Vision Portfolio in Acquiring Fund. on At the Closing, each party to this Agreement will deliver to the other party such manner bills of sale, checks, assignments, share on certificates, if any, receipts or other documents as the Governor Funds other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. (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 the Trust, 5Ropes & ▇▇▇▇ LLP, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ or at 9:00 a.m. Eastern Time on such other time and/or place as the first business day parties may agree. As soon as practicable following the Closing DateClosing, 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 State of Delaware as required by the DGCL and the LLC 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, P.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Also, the Governor Funds shall deliver at the Closing a list of names and addresses of the shareholders of record of the Investor Shares of the Governor Portfolio and the number of Investor Shares of the Governor Portfolio owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the close of business on the Closing Date, certified by its transfer agent, or by its President to the best of their knowledge and belief. The Trust shall issue and deliver a certificate or certificates evidencing Class A Shares of the Vision Portfolio to be delivered at the Closing to said transfer agent registered in such manner as the Governor Funds may request, or provide evidence satisfactory to the Governor Funds that such shares of beneficial interest of the Class A Shares of the Vision Portfolio have been registered in an open account on the books of the Vision Portfolio in such manner as the Governor Funds may requestrestored.

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

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