ITEM 77Q(g)  COPIES OF ANY MERGER OR CONSOLIDATION AGREEMENT, AND OTHER

DOCUMENTS RELEVANT TO THE INFORMATION SOUGHT IN SUB-ITEM 77M









AGREEMENT AND PLAN OF REORGANIZATION





AGREEMENT AND PLAN OF REORGANIZATION, made as of this 10th day of

November, 2000, by and between Vision Group of Funds (the "Trust"), a

business trust created under the laws of the State of Delaware, with its

principal place of business at 5800 Corporate Drive, Pittsburgh, Pennsylvania

15237-7010, and Governor Funds (the "Governor Funds"), a business trust

created under the laws of the State of Delaware, with its principal place of

business at 3435 Stelzer Road, Columbus, Ohio 43218.

PLAN OF REORGANIZATION

The reorganization (hereinafter referred to as the "Plan of

Reorganization") will consist of (i) the acquisition by the Trust on behalf

of the Vision Portfolio (as hereinafter defined) of all of the property,

assets and goodwill of the Limited Duration Government Securities Fund series

(the "Governor Portfolio") of the Governor Funds in exchange solely for

shares of beneficial interest, no par value, of the Vision Institutional

Limited Duration U.S. Government Fund series (the "Vision Portfolio") of the

Trust, and the assumption by the Trust on behalf of the Vision Portfolio of

all of the liabilities of the Governor Portfolio, (ii) the distribution of

such shares of beneficial interest of the Vision Portfolio to the

shareholders of the Governor Portfolio according to their respective

interests, and (iii) the dissolution of the Governor Portfolio as soon as

practicable after the closing (as referenced in Section 3, hereinafter called

the "Closing"), all upon and subject to the terms and conditions of this

Agreement hereinafter set forth.

AGREEMENT

In order to consummate the Plan of Reorganization and in

consideration of the premises and of the covenants and agreements hereinafter

set forth, and intending to be legally bound, the parties hereto covenant and

agree as follows:

1.	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 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 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

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