Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of HIMCO Variable Insurance Trust, on behalf of the Acquiring Fund Fund, to complete consummate the transactions provided for herein shall bebe subject, at its HIMCO Variable Insurance Trust’s election, subject to the performance by Hartford Series Fund, on behalf of the Acquired Fund Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 7.1. All representations and warranties of the Safeco Trust Hartford Series Fund, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust 7.2. Hartford Series Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases Fund’s Assets and holding periods of such securitiesLiabilities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurerof Hartford Series Fund; 7.3 The Safeco Trust 7.3. Hartford Series Fund, on behalf of the Acquired Fund, shall have delivered to the Acquiring Trust on the Closing Date Fund a certificate of executed in the Safeco Trust on behalf name of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Treasurer and dated as of the Closing Date, Date to the effect that the representations and warranties of Hartford Series Fund, on behalf of the Safeco Trust contained Acquired Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust 7.4. Hartford Series Fund, on behalf of the Acquired Fund Fund, shall have delivered to performed all of the Acquiring Trust covenants and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to complied with all of the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to provisions required by this Agreement as Annex Bto be performed or complied with by Hartford Series Fund, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization on behalf of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, on or before the Board Closing Date; and 7.5. The number of Trustees of full and fractional Acquiring Fund Shares to be issued in connection with the Safeco Trust Reorganization shall have determined that the Reorganization is been calculated in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated herebyaccordance with paragraph 1.1 herein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to the Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the 6.1. The Acquired Fund contained in this Agreement shall be true and correct as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of certificate executed on its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified behalf by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its ’s President or any Vice President and a its Treasurer or any Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Acquired Fund has complied in all material respects with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied in all material respects by it under this Agreement at or prior to the Closing Date. 6.2. The Acquired Fund shall have furnished to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, with values determined as provided in Section 2 of this Article 7 have been metAgreement, together with a list of Investments with their respective adjusted tax basis, all as of the Valuation Date, and a certificate of the Trust’s President or any Vice President and Treasurer or any Assistant Treasurer, dated the Closing Date, to the effect that as to such other matters of the Valuation Date and as of the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust on behalf Closing Date there has been no material adverse change in the financial position of the Acquired Fund since January 31, 2013 (other than changes caused by changes in market conditions generally and those occurring in the ordinary course of business). 6.3. The Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed on its behalf by the President or any Vice President and the Treasurer or any Assistant Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, together with any such other evidence as to such adjusted tax basis as the Acquiring Fund may reasonably request within a reasonable time prior to the Closing Date. 6.4. Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends that, together with all previous such dividends, shall have the effect of distributing to the Acquired Fund’s shareholders, in distributions qualifying for the dividends paid deduction under section 561 of the Code, all of its investment company taxable income (computed without regard to any deduction for dividends paid), all of its net tax-exempt income and all of its net capital gain, in each case for or in its taxable year ended July 31, 2012, and the short taxable year beginning on August 1, 2012, and ending on the Closing Date. 6.5. The Acquired Fund’s custodian shall have delivered to the Acquiring Trust Fund a certificate identifying all of the assets of the Acquired Fund held by such custodian as of the Valuation Date. 6.6. The Acquiring Fund or its designated agent shall have (i) a record specifying the number of Acquired Fund shares outstanding as of the Valuation Date and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate(ii) a record specifying the name and address of each holder of record of any Acquired Fund shares and the number of Acquired Fund shares held of record by each such shareholder as of the Valuation Date. (1) This Agreement shall have been approved by the shareholders of the Acquired Fund in the manner required by the Trust’s declaration of trust, code of regulations and applicable law and the Acquiring Fund shall have received reasonable evidence of each such approval, and (2) the conditions for the closing of the Reorganization shall have been satisfied or waived by the applicable party. 6.8. The Acquiring Fund shall have received a favorable opinion of counsel to the Acquired Fund for the transactions contemplated hereby, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of counsel appropriate to render the opinions expressed therein, and in a form satisfactory to the Acquiring Fund, substantially to the following effect: (a) The Trust is an unincorporated voluntary association validly existing under the laws of the Commonwealth of Massachusetts, and the Acquired Fund is a separate series of the Trust duly constituted under the declaration of trust and code of regulations of the Trust. (b) The Agreement has been duly authorized, executed and delivered by the Trust, on behalf of the Acquired Fund, and assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and binding obligation of the Acquired Fund, enforceable against the Trust and Wilmer Cutler Pickering the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles. (c) The Xxxx xxx Xxxr XXXof Sale is sufficient in form to transfer to the Acquiring Fund the assets purported to be transferred thereby to it by the Acquired Fund. (d) Under the laws of the Commonwealth of Massachusetts and the federal laws of the United States, xxxxxxxxially xx no consent, approval, license or exemption by, or order or authorization of, or filing, recording or registration with, any governmental authority is required to be obtained by the form attached Trust or the Acquired Fund in connection with the execution and delivery of the Agreement or the consummation of the Reorganization, except (i) such as have been obtained or made prior to this Agreement the date hereof or (ii) such as Annex B, concerning certain tax-related matters with respect may be required under state securities or Blue Sky laws (as to which counsel to the Acquired Fund;Fund expresses no opinion). 7.5 (e) The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization execution and delivery of this Agreement by the Safeco Trust, on behalf of the Acquired Fund, did not, and the performance by the Trust and related matters the Acquired Fund of Kirkpatrick & Lockhart XXXtheir obligations hereunder will not, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring violate the Trust; and’s declaration of trust or code of regulations. 7.6 With respect (f) To the knowledge of counsel to the Acquired Fund, the Board of Trustees of Trust is registered as an investment company under the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon 1940 Act and no order suspending such determination, shall have approved this Agreement and the transactions contemplated herebyregistration has been issued.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Acquired Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Acquired Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Acquired Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Acquired Trust contained in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx x xxxm mutxxxxy acceptable to the form attached to this Agreement as Annex BAcquiring Trust and the Acquired Trust, concerning certain tax-related matters with respect to the Acquired Fund;; and 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Acquired Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Pilgrim Trust on behalf of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its the Pilgrim Trust's election, subject to the performance by the ING Trust on behalf of the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco ING Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco ING Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases Fund's assets and holding periods of such securitiesliabilities, as of the Closing Date, certified by the Safeco Treasurer of the ING Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco ING Trust shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Pilgrim Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco ING Trust contained on behalf of the Acquired Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Pilgrim Trust shall reasonably request; 7.4 The Safeco ING Trust on behalf of the Acquired Fund Fund, shall have delivered to performed all of the Acquiring Trust covenants and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to complied with all of the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to provisions required by this Agreement as Annex B, concerning certain tax-related matters to be performed or complied with respect to by the ING Trust on behalf of the Acquired Fund, on or before the Closing Date; 7.5 The Acquired Fund and the Acquiring Trust Fund shall have received at agreed on the Closing a favorable opinion as number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, Reorganization after such number has been calculated in a form reasonably satisfactory to Acquiring Trustaccordance with paragraph 1.1; and 7.6 With respect The Acquired Fund shall have declared and paid a distribution or distributions prior to the Acquired FundClosing that, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determinationtogether with all previous distributions, shall have approved this Agreement the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the transactions contemplated herebyperiod from the close of its last fiscal year to 4:00 p.m. Eastern time on the Closing; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement by the Acquired Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco TrustAcquired Fund's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust Acquired Fund, shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate executed in the name of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President Secretary and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust Acquired Fund contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing closing in this Article Section 7 have been met, and as to such other matters as the Acquiring Trust Fund shall reasonably request; 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust Fund and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Hale and Dorr LLP an Acxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust Fund and Wilmer Cutler Pickering Xxxx xxx Xxxr XXXHale and Dorr LLP, xxxxxxxxially subsxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust Fund shall have received at the Closing a favorable opinion of counsel, dated as to of the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Closing Date, in a form reasonably satisfactory to Acquiring TrustFund; and 7.6 With respect to the Acquired Fund, the Board of Trustees Directors of the Safeco Trust Acquired Fund shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and that the transactions contemplated herebyinterests of the existing the Acquired Fund Stockholders would not be diluted as a result of the Reorganization.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund Entity, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund Reorganization of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writingshall be subject, at the Acquiring Entity’s election, to the following conditions with respect to the Acquiring Fund: 7.1 All representations and warranties of the Safeco Trust Acquired Entity, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date;. 7.2 The Safeco Trust Acquired Entity, on behalf of the Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Entity, on behalf of the Acquired Fund, on or before the Closing Date. 7.3 The Acquired Entity shall have delivered to the Acquiring Fund Entity, on behalf of the Acquiring Fund, a Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, including a schedule of investments, certified by the Safeco Trust's Treasurer of the Acquired Entity on behalf of the Acquired Fund. The Acquired Entity, on behalf of the Acquired Fund, shall have executed and delivered all such assignments and other instruments of transfer as the Acquiring Entity may reasonably deem necessary or Assistant Treasurer;desirable in order to vest in and confirm (a) the Acquired Fund’s title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Fund’s title to and possession of all the Assets and to otherwise to carry out the intent and purpose of this Agreement. 7.3 7.4 The Safeco Trust Acquired Entity, on behalf of the Acquired Fund, shall have delivered to the Acquiring Trust on the Closing Date Entity a certificate executed in the name of the Safeco Trust Acquired Entity, on behalf of the Acquired Fund executed in its name Fund, by its the Acquired Entity’s President or Vice President and a its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Trust Entity and dated as of the Closing Date, as to the effect that the representations matters set forth in paragraphs 7.1 and warranties of the Safeco Trust contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, 7.2 and as to such other matters as the Acquiring Trust Entity shall reasonably request;. 7.4 7.5 The Safeco Trust Acquired Entity, on behalf of the Acquired Fund shall have delivered to Fund, and the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation CertificateEntity, satisfactory to on behalf of the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement agreed on the number of full and fractional Acquiring Fund Shares to be issued by the transactions contemplated herebyAcquiring Fund in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco AmSouth Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco AmSouth Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco AmSouth Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco AmSouth Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco AmSouth Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco AmSouth Trust contained in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco AmSouth Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx x xxxm mutxxxxy acceptable to the form attached to this Agreement as Annex BAcquiring Trust and the AmSouth Trust, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco AmSouth Trust and related matters of Kirkpatrick & Lockhart Xxxxxxxxx Xrahxx XXX, xxxxx as dxxxx xx xx xxx Xlosing Date, in a form reasonably satisfactory to the Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco AmSouth Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject the Acquiring Fund's election to the performance by the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases Fund's assets and holding periods of such securitiesliabilities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurerof the Acquired Fund; 7.3 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust Fund shall reasonably request; 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to performed all of the Acquiring Trust covenants and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to complied with all of the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to provisions required by this Agreement as Annex B, concerning certain tax-related matters to be performed or complied with respect to by the Acquired FundFund on or before the Closing Date; 7.5 The Acquired Fund and the Acquiring Trust Fund shall have received at agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1; 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXXthat, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determinationtogether with all previous distributions, shall have approved this Agreement the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the transactions contemplated herebyperiod from the close of its last fiscal year to 4:00 p.m. Eastern time on the Closing; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund Portfolio to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund Portfolio of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund Portfolio in writing: 7.1 All representations and warranties of the Safeco AmSouth Trust on behalf of the Acquired Fund Portfolio contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco AmSouth Trust shall have delivered to the Acquiring Fund Portfolio the Statement of Assets and Liabilities of the Acquired Fund Portfolio pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco AmSouth Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco AmSouth Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco AmSouth Trust on behalf of the Acquired Fund Portfolio executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco AmSouth Trust contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco AmSouth Trust on behalf of the Acquired Fund Portfolio shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax and Xxxx LLP an Acquired Portfolio Tax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXXand Xxxx LLP, xxxxxxxxially xx in a form mutually acceptable to the form attached to this Agreement as Annex BAcquiring Trust and the AmSouth Trust, concerning certain tax-related matters with respect to the Acquired FundPortfolio; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco AmSouth Trust and related matters of Kirkpatrick & Lockhart XXXDechert LLP, xxxxx dated as xx xxx Xlosing of the Closing Date, in a form reasonably satisfactory to the Acquiring Trust; and 7.6 With respect to the Acquired FundPortfolio, the Board of Trustees of the Safeco AmSouth Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund Portfolio and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby. 8.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Acquired Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.75.4, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Acquired Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Acquired Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Acquired Trust contained made in this Agreement on behalf of the Acquired Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have has been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust Acquired Trust, on its own behalf and on behalf of the Acquired Fund Fund, shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Bingham McCutchen LLP an Acquired Fund Tax Representation Certificate, satisfactory xxxxxxxcxxxx xx Xingham McCutchen LLP, in a form mutually acceptable to the Acquiring Trust and Wilmer Cutler Pickering Xxxx Txxxx xxd xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex BXxxxired Trust, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trustmatters; and 7.6 7.5 With respect to the Acquired Fund, the Board of Trustees of the Safeco Acquired Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2 The Acquiring Trust shall have received a favorable opinion from Xxxx, Xxxx & Xxxxx LLC, counsel to the Trust, dated the Closing Date and in this Article 7 have been meta form satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 The Acquired Fund shall reasonably request;have furnished to the Acquiring Fund tax returns, signed by a partner of PricewaterhouseCoopers LLP for the fiscal year ended September 30, 2000 and signed pro forma tax returns for the period from October 1, 2000 to the Closing Date (which pro forma tax returns shall be furnished promptly after the Closing Date). 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after September 30, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after September 30, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Pickerinx Xxxx xxx Xxxr Xxrx XXX xx Xxxxxxed Fuxx Xax Xxxxxred Fxxx Tax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Pickerinx Xxxx xxx Xxxr Xxrx XXX, xxxxxxxxially xxxxxxxtiallx xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Closing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Selling Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the satisfaction or waiver of the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of The Selling Fund will operate its business in the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of ordinary course between the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 7.2 The Safeco Selling Trust and the Selling Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified certificate executed on their behalf by the Safeco Selling Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its ’s President or any Vice President and a Treasurer or Assistant its Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Selling Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Selling Fund has complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date. 7.3 The Acquiring Fund shall have received on the Closing Date an opinion from Ropes & Gray LLP, counsel to the Selling Funds, dated as of the Closing Date, with such assumptions and limitations as shall be in this Article 7 have been metthe opinion of Ropes & Gray LLP appropriate to render the opinions expressed therein, in form and substance reasonably satisfactory to the Acquiring Fund, to the following effect: (a) The Selling Trust is duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and as to such other matters as the Acquiring Trust shall reasonably requestSelling Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the MassMutual Select Funds Declaration; 7.4 The Safeco Trust (b) This Agreement has been duly authorized, executed and delivered on behalf of the Acquired Selling Fund and, assuming the Registration Statement and Combined Information Statement/Prospectus referred to in paragraph 5.2 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund, is the valid and binding obligation of the Selling Fund enforceable against the Selling Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles; (c) The Selling Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Selling Fund will have duly transferred such assets to the Acquiring Fund; (d) The execution and delivery of this Agreement did not, and the performance by the Selling Fund of its obligations hereunder will not, violate the MassMutual Select Funds Declaration or any provision of any material agreement known to such counsel to which the Selling Trust or the Selling Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any material agreement, judgment or decree to which the Selling Trust or the Selling Fund is a party or by which it is bound, it being understood that with respect to investment restrictions as contained in MassMutual Select Funds Declaration, Bylaws, and the Selling Fund’s then-current prospectus, statement of additional information, or Registration Statement, such counsel may rely upon a certificate of an officer of the Selling Fund whose responsibility it is to advise the Selling Fund with respect to such matters; (e) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Selling Trust or the Selling Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, and the 1940 Act and such as may be required under state securities or blue sky laws and the H-S-R Act; (f) Such counsel does not know of any legal or governmental proceedings relating to the Selling Fund existing on or before the date of mailing of the Combined Information Statement/Prospectus referred to in Section 5.2 or the Closing Date required to be described in the Registration Statement which are not described as required; and (g) The Selling Trust is registered with the Commission as an investment company under the 1940 Act. 7.4 The Selling Fund shall have delivered to the Acquiring Trust Fund (i) a statement of the Selling Fund’s assets and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificateliabilities, together with a list of the Selling Fund’s portfolio securities showing the federal income tax bases of such securities by lot and the holding periods of such securities, as of the Closing Date; and (ii) a copy of the tax books and records of the Selling Fund necessary for purposes of preparing any tax returns required by law to be filed by the Selling Fund after the Closing Date, both certified on the Selling Fund’s behalf by the Selling Trust’s President or any Vice President and its Treasurer, and a certificate of both such officers, dated the Closing Date, to the effect that as of the Valuation Date and as of the Closing Date there has been no material adverse change in the financial position of the Selling Fund since its most recently completed fiscal year end, other than changes in its portfolio securities since that date, changes in the market value of its portfolio securities, changes due to net redemptions or changes due to dividends paid or losses from operations. 7.5 Prior to the Closing, the Selling Fund will have declared a dividend or dividends, equal to the sum of (a) an amount which, together with all previous such dividends, shall have the effect of distributing to the Selling Fund shareholders (i) all of the excess of (x) the Selling Fund’s interest income excludable from gross income under Section 103 of the Code over (y) the Selling Fund’s deductions disallowed under Sections 265 and 171 of the Code, (ii) all of the Selling Fund’s investment company taxable income as defined in Section 852 of the Code (computed without regard to any deduction for dividends paid), and (iii) all of the Selling Fund’s net capital gain realized (after reduction for any capital loss carryover), in each case for both the current year (which will end on the Closing Date) and, if still timely under Section 855 of the Code, the immediately preceding taxable year; and (b) such additional amount, if any, as is necessary to eliminate any liability of the Selling Fund for excise tax under Section 4982 of the Code. 7.6 The assets of the Selling Fund to be acquired by the Acquiring Fund will include no assets which the Acquiring Fund, by reason of charter limitations or of investment restrictions disclosed in the Prospectus in effect on the Closing Date, may not properly acquire. 7.7 All proceedings taken by the Selling Fund in connection with the transactions contemplated by this Agreement and all material documents related thereto shall be reasonably satisfactory in form and substance to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect Fund. 7.8 The Selling Fund’s transfer agent shall have provided to the Acquired Acquiring Fund;’s transfer agent (i) the originals or true copies of all of the records of the Selling Fund in the possession of the Selling Fund’s transfer agent as of the Closing Date, (ii) a record specifying the number of Selling Fund Shares outstanding as of the Valuation Date and (iii) a record specifying the name and address of each holder of record of any Selling Fund Shares and the number of Selling Fund Shares held of record by each such shareholder as of the Valuation Date. The Selling Fund’s transfer agent shall also have provided the Acquiring Fund with a certificate confirming that the acts specified in the preceding sentence have been taken and that the information so supplied is complete and accurate to the best knowledge of the transfer agent. 7.5 7.9 All of the issued and outstanding shares of the Selling Fund shall have been offered for sale and sold in conformity with all applicable state securities or blue sky laws (including any applicable exemptions therefrom) and, to the extent that any audit of the records of the Selling Fund or its transfer agent by the Acquiring Fund or its agents shall have revealed otherwise, either (i) the Selling Fund shall have taken all actions that in the opinion of the Acquiring Fund or its counsel are necessary to remedy any prior failure on the part of the Selling Fund to have offered for sale and sold such shares in conformity with such laws or (ii) the Selling Fund shall have furnished (or caused to be furnished) surety, or deposited (or caused to be deposited) assets in escrow, for the benefit of the Acquiring Fund in amounts sufficient and upon terms satisfactory, in the opinion of the Acquiring Fund or its counsel to indemnify the Acquiring Fund against any expense, loss, claim, damage or liability whatsoever that may be asserted or threatened by reason of such failure on the part of the Selling Fund to have offered and sold such shares in conformity with such laws. 7.10 The Acquiring Trust shall Fund will have received at from the Closing a favorable opinion Commission, any relevant state securities administrator and the Department of Justice such order or orders as to Ropes & Gray LLP deems reasonably necessary or desirable under the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund1933 Act, the Board of Trustees of 1934 Act, the Safeco Trust shall have determined that the Reorganization is 1940 Act, and any applicable state securities or blue sky laws in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and connection with the transactions contemplated hereby, and that all such orders will be in full force and effect. 7.11 The Selling Fund’s custodian will have delivered to the Acquiring Fund a certificate identifying all of the assets of the Selling Fund held by such custodian as of the Valuation Date. 7.12 The Selling Fund will have executed and delivered to the Acquiring Fund an instrument of transfer dated as of the Closing Date pursuant to which the Selling Fund will assign, transfer and convey all of the assets and other property to the Acquiring Fund at the Closing Date in connection with the transactions contemplated by this Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust 7.1. The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date Company a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Company and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained on behalf of the Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2. The Acquiring Company shall have received a favorable opinion from Xxxxxxxx & Worcester LLP counsel to the Trust for the transactions contemplated hereby, dated the Closing Date and in this Article 7 have been meta form satisfactory to the Acquiring Company, to the following effect: (a) the Trust is a statutory trust duly organized and validly existing under the laws of the State of Delaware and has power and authority necessary to own all of its properties and assets and to carry on its business substantially as described in the Registration Statement referred to in paragraph 5.3, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and Declaration of Trust and By-laws of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Prospectus/Proxy Statement referred to such other matters in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Company on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except (i) as the Acquiring Trust shall reasonably requestsame may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles and (ii) insofar as rights to indemnity thereunder may be limited by federal or state securities laws; 7.4 The Safeco (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust’s Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or blue sky laws or such as have been obtained; (f) to such counsel’s knowledge there is no legal or governmental proceeding relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described therein; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; (h) to such counsel’s knowledge, there is no litigation or administrative proceeding or investigation of or before any court or governmental body presently pending or threatened as to the Trust or the Acquired Fund or any of their properties or assets that would impair the Trust’s ability to perform its obligations under this Agreement, and, to such counsel’s knowledge, neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business; and (i) all issued and outstanding shares of the Acquired Fund are legally issued, fully paid and non-assessable, assuming that as consideration for such shares not less than the net asset value of such shares has been paid, and assuming that such shares were issued in accordance with the terms of the Acquired Fund’s registration statement, or any amendments thereto, in effect at the time of such issuance. 7.3. The Acquired Fund shall have furnished to the Acquiring Fund tax returns, signed by a representative of Deloitte & Touche LLP for the fiscal year ended December 31, 2011. 7.4. Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund’s investment company taxable income for its taxable years ending on or after December 31, 2011 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after December 31, 2011 and on or prior to the Closing Date. 7.5. The Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis (including as adjusted to fair market value in the case of a taxable reorganization) in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6. The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund andheld by such custodian as of the Valuation Date, based upon such determination, and the Acquired Fund shall have approved this Agreement delivered to the Acquiring Fund a statement of assets and liabilities of the transactions contemplated herebyAcquired Fund as of the Valuation Date, prepared in accordance with generally accepted accounting principles consistently applied from the prior audited period, certified by the Treasurer of the Acquired Fund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Trust and the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its their election, subject to the performance by the Acquired Trust and the Acquired Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations 6.1. The Acquired Trust and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of a certificate executed on their behalf by the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurerduly authorized officer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Acquired Trust contained and the Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Acquired Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date. 6.2. The Acquired Fund shall have furnished to the Acquiring Fund a statement of the Acquired Fund's assets and liabilities, with values determined as provided in Section 2 of this Article 7 have been metAgreement, together with a list of Investments with their respective tax costs, all as of the Valuation Date, certified on the Acquired Fund's behalf by the Acquired Trust's duly authorized officer, and a certificate of both such officers, dated the Closing Date, to the effect that as to such other matters of the Valuation Date and as of the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust on behalf Closing Date there has been no material adverse change in the financial position of the Acquired Fund since December 31, 2015. 6.3. The assets of the Acquired Fund to be acquired by the Acquiring Fund will include no assets which the Acquiring Fund, by reason of limitations contained in the Acquiring Trust's Trust Instrument or of investment restrictions disclosed in the Acquiring Fund Prospectus in effect on the Closing Date, may not properly acquire. 6.4. All proceedings taken by the Acquired Trust or the Acquired Fund in connection with the transactions contemplated by this Agreement and all material documents related thereto shall be reasonably satisfactory in form and substance to the Acquiring Fund. 6.5. The Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed on its behalf by a duly authorized officer of the Acquired Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation CertificateFund pursuant to this Agreement, satisfactory together with any such other evidence as to such adjusted tax basis as the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form Fund may reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated herebyrequest.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete consummate the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Trust and Acquired Fund of all of the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 8.1. All representations and warranties of the Safeco Trust made in this Agreement by or on behalf of the Trust and the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 8.2. The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities Fund's assets and liabilities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant TreasurerTreasurer on behalf of the Trust; 7.3 8.3. The Safeco Trust Trust, on behalf of the Acquired Fund, shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring ; and 8.4. The Trust shall reasonably request; 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory Fund at least 30 days prior to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests Date financial statements of the Acquired Fund andas of October 31, based upon 1999 audited by PricewaterhouseCoopers LLP. With the consent of PricewaterhouseCoopers LLP (which the Trust agrees to use its reasonable efforts to obtain), the Trust consents to the inclusion of such determinationfinancial statements, shall have approved this Agreement and any financial statement of the Acquired Fund for a prior period, in the Acquiring Fund's registration statements under the Securities Act and the transactions contemplated herebyInvestment Company Act.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2 The Acquiring Trust shall have received a favorable opinion from Ropes & Xxxx, counsel to the Trust, dated the Closing Date and in this Article 7 have been meta form satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 The Acquired Fund shall reasonably request;have furnished to the Acquiring Fund tax returns, signed by a partner of Ernst & Young LLP for the fiscal year ended January 31, 2000 and signed pro forma tax returns for the period from February 1, 2000 to the Closing Date (which pro forma tax returns shall be furnished promptly after the Closing Date). 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after January 31, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after January 31, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust Company on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust Company shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco TrustCompany's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust Company on behalf of the Acquired Fund executed in its name by its President or Vice President Secretary and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust Acquired Fund contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing closing in this Article Section 7 have been met, and as to such other matters as the Acquiring Trust Fund shall reasonably request; 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust Fund and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Hale and Dorr LLP an Acxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust Fund and Wilmer Cutler Pickering Xxxx xxx Xxxr XXXHale and Dorr LLP, xxxxxxxxially subsxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust Fund shall have received at the Closing a favorable opinion of counsel, dated as to of the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Closing Date, in a form reasonably satisfactory to Acquiring TrustFund; and 7.6 With respect to the Acquired Fund, the Board of Trustees Directors of the Safeco Trust Company shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of HIMCO Variable Insurance Trust, on behalf of the Acquiring Fund Fund, to complete consummate the transactions provided for herein shall bebe subject, at its HIMCO Variable Insurance Trust’s election, subject to the performance by Hartford Series Fund, on behalf of the Acquired Fund Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 7.1. All representations and warranties of the Safeco Trust Hartford Series Fund, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust 7.2. Hartford Series Fund, on behalf of the Acquired Fund, shall have delivered to HIMCO Variable Insurance Trust, on behalf of the Acquiring Fund the Statement of Assets and Liabilities Fund, a statement of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases Fund’s Assets and holding periods of such securitiesLiabilities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurerof Hartford Series Fund; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust 7.3. Hartford Series Fund, on behalf of the Acquired Fund Fund, shall have delivered to HIMCO Variable Insurance Trust, on behalf of the Acquiring Fund, a certificate executed in its the name of the Acquired Fund by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Treasurer and dated as of the Closing Date, Date to the effect that the representations and warranties of Hartford Series Fund, on behalf of the Safeco Trust contained Acquired Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust 7.4. Hartford Series Fund, on behalf of the Acquired Fund Fund, shall have delivered to performed all of the Acquiring Trust covenants and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to complied with all of the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to provisions required by this Agreement as Annex Bto be performed or complied with by Hartford Series Fund, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization on behalf of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, on or before the Board Closing Date; and 7.5. The number of Trustees of full and fractional Acquiring Fund Shares to be issued in connection with the Safeco Trust Reorganization shall have determined that the Reorganization is been calculated in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated herebyaccordance with paragraph 1.1 herein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2 The Acquiring Trust shall have received a favorable opinion from Ropes & Gray, counsel to the Trust, dated the Closing Date xxx in this Article 7 have been meta form satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 The Acquired Fund shall reasonably request;have furnished to the Acquiring Fund tax returns, signed by a partner of PricewaterhouseCoopers LLP for the fiscal year ended October 31, 1999 and signed pro forma tax returns for the period from November 1, 1999 to the Closing Date (which pro forma tax returns shall be furnished promptly after the Closing Date). 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after October 31, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after October 31, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete consummate the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 6.1 All representations and warranties of by the Safeco Trust Acquired Fund Trust, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date;. 7.2 6.2 The Safeco Acquired Fund Trust shall have delivered to the Acquiring Fund Trust on the Statement of Assets and Liabilities Closing Date a statement of the Acquired Fund pursuant to Paragraph 5.7Fund's assets and liabilities, together with a list of its the Acquired Fund's portfolio securities showing the federal income tax bases basis of such securities by lot and the respective holding periods of each such lot of securities, as of the Closing Date, certified by the Safeco Acquired Fund Trust's Treasurer or Assistant Treasurer;. 7.3 6.3 The Safeco Acquired Fund Trust shall have delivered to the Acquiring Fund Trust on the Closing Date a certificate of the Safeco Trust on behalf of executed in the Acquired Fund executed in its Trust's name by its President or Vice President and a Treasurer or Assistant its Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing DateFund Trust, to the effect that the representations and warranties of the Safeco Trust contained made in this Agreement by the Acquired Fund Trust, on behalf of the Acquired Fund, are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Fund Trust shall reasonably request. 6.4 The Acquired Fund and the Acquired Fund Trust shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund or the Acquired Fund Trust, as the case may be, on or before the Closing Date. 6.5 The Acquiring Fund shall have received on the Closing Date a favorable opinion of Morgan, Lewis & Bockiux XXX, xxxxxxl tx xxx Xcquired Fund, in a form satisfactory to the Acquiring Fund Trust, that: (a) the Acquired Fund Trust is a voluntary association with transferable shares of the type commonly referred to as a Massachusetts business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has the power to own all of its properties and assets and to carry on its business as a registered investment company and the Acquired Fund is a duly established and designated series of the Acquired Fund Trust; 7.4 The Safeco Trust (b) this Agreement has been duly authorized, executed and delivered by the Acquired Fund Trust, on behalf of the Acquired Fund shall have delivered to and, assuming due authorization, execution and delivery of this Agreement by the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation CertificateFund Trust, satisfactory to on behalf of the Acquiring Trust Fund, is a valid and Wilmer Cutler Pickering Xxxx xxx Xxxr XXXlegally binding obligation of the Acquired Fund Trust, xxxxxxxxially xx on behalf of the form attached to this Agreement as Annex BAcquired Fund, concerning certain tax-related matters enforceable against the Acquired Fund Trust, with respect to the Acquired Fund, in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and to general principles of equity and the discretion of the court (regardless of whether the enforceability is considered in a proceeding in equity or at law); 7.5 The Acquiring Trust shall have received at (c) the Closing a favorable opinion as to the due authorization execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, conflict with the Acquired Fund Trust's Charter or its By-Laws or result in a material violation of any provision of any material agreement (known to such counsel) to which the Acquired Fund is a party or by which it or its property is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any material agreement, judgment, or decree to which the Acquired Fund is a party or by which it or its property is bound; (d) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for the consummation by the Safeco Trust and related matters Acquired Fund Trust, on behalf of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (e) to the knowledge of such counsel, there is no legal, administrative or governmental proceeding, investigation, order, decree or judgment of any court or governmental body, only insofar as they relate to the Acquired Fund or its assets or properties, pending, threatened or otherwise existing on or before the effective date of the Registration Statement or the Closing Date that is required to be described in the Registration Statement or to be filed as an exhibit to the Registration Statement that is not described or filed as required or that materially and adversely affect the Acquired Fund's business; and (f) the Acquired Fund Trust shall have determined that is registered as an investment company under the Reorganization 1940 Act, and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect. In rendering its opinion, counsel may (i) limit such opinion to applicable federal and state law and rely as to matters governed by the best interests laws of the Commonwealth of Massachusetts on an opinion of Massachusetts counsel and/or certificates of officers or trustees of the Acquired Fund andTrust; (ii) rely as to factual matters, based upon exclusively and without independent verification, on the representations and warranties made in this Agreement, which counsel may treat as representations and warranties made to it, and in separate letters addressed to counsel and the certificates delivered pursuant to this Agreement; and (iii) define the word "knowledge" and related terms to mean the knowledge of attorneys then with such determinationfirm who have devoted substantive attention to matters directly related to this Agreement. In rendering its opinion pursuant to subparagraph (b) of this section, counsel may limit such opinion with respect to the application of equitable principles or any proceeding, whether at law or in equity, as to the enforceability of any provision of the Agreement relating to remedies after default, as to availability of any specific or equitable relief of any kind, with respect to the provisions of the Agreement intended to limit liability for a particular matter to the Acquired Fund and its assets, including but not limited to the provisions of the Agreement relating to indemnification. 6.6 The Acquiring Fund shall have approved this Agreement received from PricewaterhouseCoopers LLP a consent dated near the effective date of the Registration Statement, in form and substance satisfactory to the Acquiring Fund, to the effect that they consent to the incorporation by reference of their report relating to the financial statements and financial highlights of the Acquired Fund in the Registration Statement. 6.7 The Acquired Fund shall have previously provided to the Acquiring Fund (and at the Closing shall provide an update through the Closing Date of such information) data that supports a calculation of the Acquired Fund's total return for all periods since the organization of the Acquired Fund. Such data shall have been prepared in accordance in all material respects with the requirements of the 1940 Act and the transactions contemplated herebyregulations thereunder.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Acquired Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Acquired Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Acquired Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Acquired Trust contained in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Pickerinx Xxxx xxx Xxxr Xxrx XXX xx Xxxxxxed Fuxx Xax Xxxxxred Fxxx Tax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Pickerinx Xxxx xxx Xxxr Xxrx XXX, xxxxxxxxially xx x xxrm muxxxxly acceptable to the form attached to this Agreement as Annex BAcquiring Trust and the Acquired Trust, concerning certain tax-related matters with respect to the Acquired Fund;; and 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Acquired Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2 The Acquiring Trust shall have received a favorable opinion from Ropes & Xxxx, counsel to the Trust, dated the Closing Date and in this Article 7 have been meta form satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust shall reasonably request;on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 [RESERVED] 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after November 30, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after November 30, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco AmSouth Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco AmSouth Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco AmSouth Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco AmSouth Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco AmSouth Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco AmSouth Trust contained in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco AmSouth Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Pickerinx Xxxx xxx Xxxr Xxrx XXX xx Xxxxxxed Fuxx Xax Xxxxxred Fxxx Tax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Pickerinx Xxxx xxx Xxxr Xxrx XXX, xxxxxxxxially xx x xxrm muxxxxly acceptable to the form attached to this Agreement as Annex BAcquiring Trust and the Amsouth Trust, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco AmSouth Trust and related matters of Kirkpatrick & Lockhart Xxxxxxxxx Graxxx XXX, xxxxx as xx xx xxx Xlosing Closing Date, in a form reasonably satisfactory to the Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco AmSouth Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations 6.1. The Acquired Trust and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of a certificate executed on their behalf by the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its ’s President or any Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Acquired Fund has complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date. 6.2. The Acquired Fund shall have furnished to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, with values determined as provided in Section 2 of this Article 7 have Agreement, together with a list of Investments with their respective tax costs, all as of the Valuation Date, certified on the Acquired Fund’s behalf by the Acquired Trust’s President (or any Vice President) and Treasurer, and a certificate of both such officers, dated the Closing Date, to the effect that as of the Valuation Date and as of the Closing Date there has been metno material adverse change in the financial position of the Acquired Fund since December 31, 2013. 6.3. The assets of the Acquired Fund to be acquired by the Acquiring Fund will include no assets which the Acquiring Fund, by reason of limitations contained in the Acquired Trust’s Agreement and Declaration of Trust or of investment restrictions disclosed in the Prospectus in effect on the Closing Date, may not properly acquire, and as of the Closing Date, the Acquired Fund will have sold such of its assets, if any, as are necessary to assure that, after giving effect to the acquisition of the assets of the Acquired Fund pursuant to this Agreement, the Acquiring Fund will remain a “diversified company” within the meaning of Section 5(b)(1) of the 1940 Act. 6.4. All proceedings taken by the Acquired Fund in connection with the transactions contemplated by this Agreement and all material documents related thereto shall be reasonably satisfactory in form and substance to the Acquiring Fund. 6.5. The Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed on its behalf by the President or any Vice President and the Treasurer or any Assistant Treasurer of the Acquired Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, together with any such other evidence as to such other matters adjusted tax basis as the Acquiring Trust shall Fund may reasonably request;. 7.4 The Safeco Trust 6.6. Prior to the Closing Date, the Acquired Trust, on behalf of the Acquired Fund, shall have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders (a) all of its investment company taxable income (computed without regard to any deduction for dividends paid) and all of its net tax-exempt income (if any) for its taxable year ended December 31, 2013 and the short taxable year beginning January 1, 2014 and ending on the Closing Date, and (b) all of its net capital gain realized in its taxable year ended December 31, 2013 and the short taxable year beginning on January 1, 2014 and ending on the Closing Date. 6.7. The Acquired Fund’s custodian shall have delivered to the Acquiring Fund a certificate identifying all of the assets of the Acquired Fund held by such custodian as of the Valuation Date. 6.8. The Acquired Fund’s transfer agent shall have provided to the Acquiring Fund’s transfer agent (i) the originals or true copies of all of the records of the Acquired Fund in the possession of the Acquired Fund’s transfer agent as of the Closing Date, (ii) a record specifying the number of Acquired Fund Shares outstanding as of the Valuation Date and (iii) a record specifying the name and address of each holder of record of any Acquired Fund Shares and the number of Acquired Fund Shares held of record by each such shareholder as of the Valuation Date. The Acquired Fund’s transfer agent shall also have provided the Acquiring Fund with a certificate confirming that the acts specified in the preceding sentence have been taken and that the information so supplied is complete and accurate to the best knowledge of the transfer agent. 6.9. All of the issued and outstanding shares of the Acquired Fund shall have delivered been offered for sale and sold in conformity with all applicable state securities or blue sky laws (including any applicable exemptions therefrom) and, to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees extent that any audit of the Safeco Trust shall have determined that the Reorganization is in the best interests records of the Acquired Fund and, based upon such determination, or its transfer agent by the Acquiring Fund or its agents shall have approved this Agreement revealed otherwise, either (i) the Acquired Fund shall have taken all actions that in the opinion of the Acquiring Fund or its counsel are necessary to remedy any prior failure on the part of the Acquired Fund to have offered for sale and sold such shares in conformity with such laws or (ii) the transactions contemplated herebyAcquired Fund shall have furnished (or caused to be furnished) surety, or deposited (or caused to be deposited) assets in escrow, for the benefit of the Acquiring Fund in amounts sufficient and upon terms satisfactory, in the opinion of the Acquiring Fund or its counsel to indemnify the Acquiring Fund against any expense, loss, claim, damage or liability whatsoever that may be asserted or threatened by reason of such failure on the part of the Acquired Fund to have offered and sold such shares in conformity with such laws.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Corporation on behalf of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject the Corporation's election to the performance by the ING Trust on behalf of the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco ING Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco ING Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases Fund's assets and holding periods of such securitiesliabilities, as of the Closing Date, certified by the Safeco Treasurer of the ING Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco ING Trust shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Corporation and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco ING Trust contained on behalf of the Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust Corporation shall reasonably request; 7.4 The Safeco ING Trust on behalf of the Acquired Fund Fund, shall have delivered to performed all of the Acquiring Trust covenants and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to complied with all of the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to provisions required by this Agreement as Annex B, concerning certain tax-related matters to be performed or complied with respect to by the ING Trust on behalf of the Acquired Fund, on or before the Closing Date; 7.5 The Acquired Fund and the Acquiring Trust Fund shall have received at agreed on the Closing a favorable opinion as number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, Reorganization after such number has been calculated in a form reasonably satisfactory to Acquiring Trustaccordance with paragraph 1.1; and 7.6 With respect The Acquired Fund shall have declared and paid a distribution or distributions prior to the Acquired FundClosing that, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determinationtogether with all previous distributions, shall have approved this Agreement the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the transactions contemplated herebyperiod from the close of its last fiscal year to 4:00 p.m. Eastern time on the Closing; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2 The Acquiring Trust shall have received a favorable opinion from Ropes & Gray, counsel to the Trust, dated the Closing Date and in this Article 7 have been meta xorm satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 The Acquired Fund shall reasonably request;have furnished to the Acquiring Fund tax returns, signed by a partner of PricewaterhouseCoopers LLP for the fiscal year ended June 30, 2000 and signed pro forma tax returns for the period from July 1, 2000 to the Closing Date (which pro forma tax returns shall be furnished promptly after the Closing Date). 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after June 30, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after June 30, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete consummate the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all of the its obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 8.1 All representations and warranties of the Safeco Trust on behalf of made in this Agreement by the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 8.2 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities Fund's assets and liabilities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco TrustAcquired Fund's Treasurer or Assistant Treasurer; 7.3 8.3 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or President, Executive Vice President and a President, Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request;; and 7.4 8.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust Fund and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax and Xxxx LLP an Acquired Fund Tax Representation Certificate, satisfactory to the Acquiring Trust Fund and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXXand Xxxx LLP, xxxxxxxxially xx substantially in the form attached to this Agreement as Annex BC, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing in this Article 7 Date; 7.2 The Acquiring Trust shall have been metreceived a favorable opinion from Ropes & Gray, counsel to the Trust, dated the Closing Date axx xn a form satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 The Acquired Fund shall reasonably request;have furnished to the Acquiring Fund tax returns, signed by a partner of Ernst & Young LLP for the fiscal year ended October 31, 2000 and signed pro forma tax returns for the period from November 1, 2000 to the Closing Date (which pro forma tax returns shall be furnished promptly after the Closing Date). 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after October 31, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after October 31, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete consummate the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 7.1. All representations and warranties of the Safeco Trust on behalf of Trust, with respect to the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date;; and there shall be (i) no pending or threatened litigation brought by any person (other than Acquired Fund, its adviser or any of their affiliates) against the Acquiring Fund, the Acquired Fund or their advisers, directors, trustees or officers arising out of this Agreement and (ii) no facts known to the Acquiring Fund which the Acquiring Fund reasonably believes might result in such litigation. 7.2 7.2. The Safeco Trust Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases Fund's assets and holding periods of such securities, liabilities as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurerof the Acquired Fund; 7.3 7.3. The Safeco Trust Acquired Fund shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or a Vice President and a Treasurer or Assistant TreasurerPresident, in a form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained with respect to the Acquired Fund made in this Agreement are true and correct at on and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust Fund shall reasonably request; 7.4 7.4. The Safeco Trust on behalf of the Acquired Acquiring Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at on the Closing a favorable Date an opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick Dechert Price & Lockhart XXX, xxxxx as xx xxx Xlosing DateXxxxxx, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that: (a) The Trust has been duly formed and is an existing business trust; (b) the Acquired Fund has the corporate power to carry on its business as presently conducted in accordance with the description thereof in the Trust's registration statement under the 1940 Act; and 7.6 With respect to (c) the Agreement has been duly authorized, executed and delivered by the Trust, on behalf of the Acquired Fund, the Board of Trustees and constitutes a valid and legally binding obligation of the Safeco Trust shall have determined that the Reorganization is in the best interests Trust, on behalf of the Acquired Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution and delivery of the Agreement did not, and the exchange of the Acquired Fund's assets for Acquiring Fund Shares pursuant to the Agreement will not, violate the Trust's Declaration of Trust, as amended, or By-laws; and (e) to the knowledge of such counsel, all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquired Fund under the Federal laws of the United States or the laws of the Commonwealth of Massachusetts for the exchange of the Acquired Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made; and, based upon such determination, 7.5. The Acquired Fund shall have approved performed all of the covenants and complied with all of the provisions required by this Agreement and to be performed or complied with by the transactions contemplated herebyAcquired Fund on or before the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund Selling Fund, of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Selling Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust Selling Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of at the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant its Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Selling Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 7.3 The Safeco Trust on behalf of the Acquired Selling Fund shall have delivered to the Acquiring Trust Fund, a statement of the Selling Fund Assets and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificateits liabilities, satisfactory together with a list of the Selling Fund's portfolio securities and other assets showing the respective adjusted bases and holding periods thereof for income tax purposes, as of the Closing Date, certified by the Treasurer of the Selling Fund; 7.4 The Selling Fund shall have delivered to the Acquiring Trust within three business days after the Closing a letter from ______________ dated as of the Closing Date stating that (a) such firm has performed a limited review of the Federal and Wilmer Cutler Pickering Xxxx xxx Xxxr XXXstate income tax returns of the Selling Fund for each of the last three taxable years and, xxxxxxxxially xx based on such limited review, nothing came to their attention that caused them to believe that such returns did not properly reflect, in all material respects, the form attached Federal and state income tax liabilities of the Selling Fund for the periods covered thereby, (b) for the period from _____________200_ to this Agreement and including the Closing Date, such firm has performed a limited review (based on unaudited financial data) to ascertain the amount of applicable Federal, state and local taxes and has determined that same either have been paid or reserves have been established for payment of such taxes, and, based on such limited review, nothing came to their attention that caused them to believe that the taxes paid or reserves set aside for payment of such taxes were not adequate in all material respects for the satisfaction of all Federal, state and local tax liabilities for the period from ____________ 200_ to and including the Closing Date and (c) based on such limited reviews, nothing came to their attention that caused them to believe that the Selling Fund would not qualify as Annex B, concerning certain tax-related matters with respect to the Acquired Funda regulated investment company for Federal income tax purposes for any such year or period; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as from Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Selling Fund, dated as of the Closing Date to the effect that: (a) The Selling Fund is a validly existing Maryland corporation and has the power to own all of its properties and assets and to carry on its business as presently conducted; (b) the Selling Fund is a duly registered, open-end, management investment company under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (c) this Agreement has been duly authorized, executed and delivered by the Selling Fund, and, assuming that the Registration Statement complies with the 1933 Act, the 1934 Act and the 1940 Act and the regulations thereunder and assuming due authorization authorization, execution and delivery of this Agreement by the Safeco Trust Selling Fund, is a valid and related matters binding obligation of Kirkpatrick & Lockhart XXXthe Selling Fund enforceable against the Selling Fund in accordance with its terms, xxxxx subject as xx xxx Xlosing Dateto enforcement, in a form reasonably satisfactory to Acquiring Trustbankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles; (d) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate the Selling Fund's Articles of Incorporation or By-Laws; and (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or any state is required for the consummation by the Selling Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required under state securities laws; and 7.6 With respect to On the Acquired Closing Date, the Selling Fund Assets shall include no assets that the Acquiring Fund, the Board by reason of Trustees limitations of the Safeco Acquiring Fund's Declaration of Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund andor otherwise, based upon such determination, shall have approved this Agreement and the transactions contemplated herebymay not properly acquire.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing in this Article 7 Date; 7.2 The Acquiring Trust shall have been metreceived a favorable opinion from Ropes & Gray, counsel to the Trust, dated the Closing Date axx xn a form satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 The Acquired Fund shall reasonably request;have furnished to the Acquiring Fund tax returns, signed by a partner of PricewaterhouseCoopers LLP for the fiscal year ended August 31, 2000 and signed pro forma tax returns for the period from September 1, 2000 to the Closing Date (which pro forma tax returns shall be furnished promptly after the Closing Date). 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after August 31, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after August 31, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the The Acquired Fund contained in this Agreement shall be true and correct as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2 The Acquiring Fund shall have received a favorable opinion of [Xxxxxxxx & Xxxxxxxx LLP/Ropes & Xxxx LLP], counsel to the Acquired Fund for the transactions contemplated hereby, dated the Closing Date and in a form satisfactory to the Acquiring Fund, to the following effect: (a) The [Acquired] Trust is [a statutory trust duly organized and validly existing under the laws of the State of Delaware and has power to own all of its properties and assets and to carry on its business as presently conducted/an unincorporated voluntary association with transferable shares of beneficial interest (commonly referred to as a business trust) duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts], and the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and Bylaws of the [Acquired] Trust; (b) This Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Registration Statement and the Prospectus/Proxy Statement referred to in paragraph 5.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Article 7 Agreement by the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) The Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) The execution and delivery of this Agreement did not, and the performance by the Acquired Fund of its respective obligations hereunder will not, violate the Trust's Declaration of Trust or Bylaws, or any provision of any agreement known to such counsel to which the Acquired Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquired Fund is a party or by which it is bound; (e) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as have been metobtained; (f) Such counsel does not know of any legal or governmental proceedings relating to the Acquired Fund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement which are not described as required; (g) The Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) To the knowledge of such counsel, except as has been disclosed in writing to the Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquired Fund or any of their properties or assets or any person whom the Acquired Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and as the Acquired Fund is not a party to such other matters as or subject to the Acquiring Trust provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. 7.3 Prior to the Closing Date, the Acquired Fund shall reasonably request;have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after [March 31, 2005/October 31, 2004], and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after [March 31, 2005/October 31, 2004], and on or prior to the Closing Date. 7.4 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Acquired Fund, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.5 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco TrustAcquired Fund's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust Acquired Fund contained in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust Fund shall reasonably request; 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust Fund and Wilmer Cutler Pickering Pickerinx Xxxx xxx Xxxr Xxrx XXX xx Xxxxxxed Fuxx Xax Xxxxxred Fxxx Tax Representation Certificate, satisfactory to the Acquiring Trust Fund and Wilmer Cutler Pickering Pickerinx Xxxx xxx Xxxr Xxrx XXX, xxxxxxxxially xx x xxrm muxxxxly acceptable to the form attached to this Agreement as Annex BAcquiring Fund and the Acquired Fund, concerning certain tax-related matters with respect to the Acquired Fund;; and 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust Acquired Fund shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Target Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust Trust, on behalf of the Acquired Fund Target Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Target Fund pursuant to Paragraph 5.75.4, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's ’s Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Trust, on behalf of the Acquiring Trust Fund, on the Closing Date a certificate of the Safeco Trust Trust, on behalf of the Acquired Fund Target Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Trust, on behalf of the Acquiring Trust Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained made in this Agreement on behalf of the Target Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have has been met, and as to such other matters as the Trust, on behalf of the Acquiring Trust Fund, shall reasonably request; 7.4 The Safeco Trust Trust, on its own behalf and on behalf of the Acquired Fund Target Fund, shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP an Target Fund Tax Representation Certificate, satisfactory to Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP, in a form acceptable to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex BTrust, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trustmatters; and 7.6 7.5 With respect to the Acquired Target Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Target Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2 The Acquiring Trust shall have received a favorable opinion from Ropes & Xxxx, counsel to the Trust, dated the Closing Date and in this Article 7 have been meta form satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 The Acquired Fund shall reasonably request;have furnished to the Acquiring Fund tax returns, signed by a partner of PricewaterhouseCoopers LLP for the fiscal year ended January 31, 2000 and signed pro forma tax returns for the period from February 1, 2000 to the Closing Date (which pro forma tax returns shall be furnished promptly after the Closing Date). 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after January 31, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after January 31, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete consummate the transactions provided for herein shall be, at its election, be subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations representations, covenants, and warranties of the Safeco Trust on behalf of the Acquired Selling Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, and as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date;. 7.2 The Safeco Trust Selling Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its the Selling Fund’s President or Vice President and in a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Selling Fund made in this Agreement are true and correct at on and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust Fund shall reasonably request;. 7.4 7.3 The Safeco Trust on behalf of the Acquired Selling Fund shall have delivered to the Acquiring Trust Fund a statement of the Selling Fund’s assets and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificateliabilities, satisfactory together with a list of the Selling Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Selling Fund, as soon as practical after the Closing. 7.4 The Acquiring Fund shall have received on the Closing Date an opinion from Drinker Bxxxxx & Rxxxx LLP, dated as of the Closing Date, to the effect that: (a) The Selling Fund has been formed as a corporation under the laws of the State of Maryland and is legally existing as a corporation under the laws of the State of Maryland; (b) the Selling Fund has the corporate power to carry on its business as presently conducted; (c) the Agreement has been duly authorized, executed and delivered by the Selling Fund, and constitutes a valid and legally binding obligation of the Selling Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (d) the execution and delivery of the Agreement by the Selling Fund, did not, and the exchange of the Selling Fund’s assets for Acquiring Fund Shares pursuant to the Agreement will not, (i) violate the Selling Fund’s Articles of Incorporation, as amended or supplemented, or its By-laws, as amended or (ii) violate any provision of any material agreement known to such counsel; and (e) to the knowledge of such counsel, and without any independent investigation, (i) the Selling Fund is not subject to any litigation or other proceedings, other than as already disclosed to the Acquiring Trust Trust, that might have a materially adverse effect on the operations of the Selling Fund, (ii) the Selling Fund is registered as an investment company with the Commission and Wilmer Cutler Pickering Xxxx xxx Xxxr XXXis not subject to any stop order, xxxxxxxxially xx and (iii) all regulatory consents, authorizations, approvals or filings required to be obtained or made by the form attached Selling Fund under the federal laws of the United States or the laws of the State of Maryland or under state securities or “Blue Sky” laws for the transfer of the Selling Fund’s assets and liabilities for Acquiring Fund Shares pursuant to this Agreement the Agreement, have been obtained or made. Such opinion shall be based on customary assumptions and such representations as Annex BDrinker Bxxxxx & Rxxxx LLP may reasonably request of the Selling Fund and the Selling Fund will cooperate to make and certify the accuracy of such representations. Such opinion may also rely on the opinion of other counsel to the extent set forth in such opinion, concerning certain tax-related matters and, with respect to the Acquired Fund;opinion on the enforceability of this Agreement, may assume without any independent investigations that the laws of the Commonwealth of Massachusetts are identical in all respects to the laws of the Commonwealth of Pennsylvania. 7.5 The Acquiring Trust shall have received at As of the Closing a favorable opinion as Date, the assets of the Selling Fund to be acquired by the Acquiring Fund will include no assets which the Acquiring Fund has identified, within at least one month prior to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXXClosing, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, Selling Fund as being unsuitable for the Board Acquiring Fund to acquire by reason of Trustees of the Safeco Trust shall have determined that the Reorganization is limitations in the best interests Acquiring Fund’s trust instrument or bylaws, or of investment restrictions disclosed in the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated herebyRegistration Statement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Acquired Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Acquired Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Acquired Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Acquired Trust contained in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax and Xxxx LLP an Acquired Fund Tax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXXand Xxxx LLP, xxxxxxxxially xx in a form mutually acceptable to the form attached to this Agreement as Annex BAcquiring Trust and the Acquired Trust, concerning certain tax-related matters with respect to the Acquired Fund;; and 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Acquired Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2 The Acquiring Trust shall have received a favorable opinion from Ropes & Gray, counsel to the Trust, dated the Closing Date xxx in this Article 7 have been meta form satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 The Acquired Fund shall reasonably request;have furnished to the Acquiring Fund tax returns, signed by a partner of PricewaterhouseCoopers LLP for the fiscal year ended January 31, 2000 and signed pro forma tax returns for the period from February 1, 2000 to the Closing Date (which pro forma tax returns shall be furnished promptly after the Closing Date). 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after January 31, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after January 31, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete consummate the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all of the its obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 8.1 All representations and warranties of the Safeco Trust on behalf of made in this Agreement by the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 8.2 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities Fund's assets and liabilities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco TrustAcquired Fund's Treasurer or Assistant Treasurer; 7.3 8.3 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or President, Executive Vice President and a President, Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request;; and 7.4 8.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust Fund and Wilmer Cutler Pickering Pickerinx Xxxx xxx Xxxr Xxrx XXX xx Xxxxxxed Fuxx Xax Xxxxxred Fxxx Tax Representation Certificate, satisfactory to the Acquiring Trust Fund and Wilmer Cutler Pickering Pickerinx Xxxx xxx Xxxr Xxrx XXX, xxxxxxxxially xxxxxxxtiallx xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 7.1. All representations and warranties of the Safeco Trust on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 7.2. The Safeco Trust Acquired Fund shall have delivered to the Trust, on behalf of the Acquiring Fund Fund, the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Acquired Fund’s Treasurer or Assistant Treasurer; 7.3 7.3. The Safeco Trust Acquired Fund shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust Acquired Fund contained in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article Section 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 7.4. The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax and Xxxx LLP an Acquired Fund Tax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex Band Xxxx LLP, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the 7.5. The Board of Trustees of the Safeco Trust Acquired Fund shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement by the Acquired Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco TrustAcquired Fund's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust Acquired Fund, shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate executed in the name of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President Secretary and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust Acquired Fund contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing closing in this Article Section 7 have been met, and as to such other matters as the Acquiring Trust Fund shall reasonably request; 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust Fund and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax and Xxxx LLP an Acquired Fund Tax Representation Certificate, satisfactory to the Acquiring Trust Fund and Wilmer Cutler Pickering Xxxx xxx Xxxr XXXand Xxxx LLP, xxxxxxxxially xx substantially in the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust Fund shall have received at the Closing a favorable opinion of counsel, dated as to of the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Closing Date, in a form reasonably satisfactory to Acquiring TrustFund; and 7.6 With respect to the Acquired Fund, the Board of Trustees Directors of the Safeco Trust Acquired Fund shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and that the transactions contemplated herebyinterests of the existing the Acquired Fund Stockholders would not be diluted as a result of the Reorganization.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete consummate the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 7.1. All representations and warranties of the Safeco Trust made in this Agreement by or on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 7.2. The Safeco Trust Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities Fund's assets and liabilities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco BT Trust's Treasurer or Assistant Treasurer;Treasurer on behalf of the Acquired Fund; and H&D Draft 7/19/99 7.3 7.3. The Safeco Trust BT Trust, on behalf of the Acquired Fund, shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained made in this Agreement by or on behalf of the Acquired Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; and 7.4. The Acquiring Fund shall have received on the Closing Date a favorable opinion of Willkie Farr & Gallagher, that each counsel to the Acquired Fund, in a form satisfxxxxxx xx Xxan X. Xxxxxxck, Secretary of the conditions Acquiring Fund, covering the followinx xxxxxx: Xxxx (i) the Acquired Fund is a series of the BT Trust, which is a business trust validly existing and in good standing under the laws of The Commonwealth of Massachusetts [and has the power, under its Declaration of Trust, to Closing own all of its properties and assets and to carry on its business as described in this Article 7 have been met, its current prospectus and as to such other matters as the Acquiring Trust shall reasonably requeststatement of additional information]; 7.4 The Safeco (ii) this Agreement has been duly authorized, executed and delivered by the BT Trust on behalf of the Acquired Fund shall have delivered and, assuming that the Prospectus, the Registration Statement and the Proxy Statement comply with the Securities Act, the Exchange Act and the Investment Company Act and the rules and regulations thereunder and, assuming due authorization, execution and delivery of the Agreement by the Morgan Grenfell Trust on behalf of the Acquiring Fund, is a valid and bixxxxx xxxxxxxxxn of the BT Trust enforceable against the BT Trust in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general equity principles; (iii) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of the Declaration of Trust or By-laws of the BT Trust; and (iv) to the Acquiring knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or The Commonwealth of Massachusetts is required for the consummation by the BT Trust of the transactions contemplated herein, except such as have been obtained under the Securities Act, the Exchange Act and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificatethe Investment Company Act, satisfactory and such as may be required under state securities laws. Such counsel may rely, as to matters governed by the laws of The Commonwealth of Massachusetts, on an opinion of Massachusetts counsel. [Such opinion also shall include such other matters incident to the transaction contemplated hereby as the Morgan Grenfell Trust on the behalf of the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXXFund may reasonably xxxxxxx.] Xxxxlly, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters such opinion need not opine with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at applicability of Section 17(a) under the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby1940 Act or Rule 17a-8 thereunder.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Trust, on behalf of the Acquiring Fund Fund, to complete the transactions provided for herein shall bebe subject, at its the Trust’s election, subject to the performance by the Trust, on behalf of the Acquired Fund Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 7.1. All representations and warranties of the Safeco Trust Trust, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; 7.2 7.2. The Safeco Trust Trust, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7Fund’s assets and liabilities, together with a list of its portfolio securities of the Acquired Fund showing the federal income tax bases costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Safeco Treasurer of the Trust's Treasurer or Assistant Treasurer; 7.3 7.3. The Safeco Trust Trust, on behalf of the Acquired Fund, shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or a Vice President and a its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Trust, on behalf of the Acquired Fund, made in this Agreement are are, in all material respects, true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 7.4. The Safeco Trust Trust, on behalf of the Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Trust, on behalf of the Acquired Fund, on or before the Closing Date; and 7.5. The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each class to be issued in connection with the Reorganization (as listed in Exhibit A) after such number has been calculated in accordance with paragraph 1.1 of this Agreement. 7.6. Prior to the Closing Date, the Acquired Fund shall have declared and paid a dividend or dividends which, together with all previous dividends, shall have the effect of distributing: (i) all of the Acquired Fund’s investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and all of its net realized capital gains for the taxable year ending on the Closing Date (computed without regard to any deduction for dividends paid); and (ii) any undistributed investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and net realized capital gains from any prior period to the extent not otherwise already distributed. 7.7. The Trust, on behalf of the Acquired Fund, shall have furnished to the Acquiring Fund, a certificate, signed by the President or any Vice President and the Treasurer or any Assistant Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached Fund pursuant to this Agreement as Annex Bcomputed in accordance with applicable sections of the Code and, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing securities, showing a favorable opinion as to the due authorization of this Agreement breakdown by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated herebypurchase lot.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco TrustAcquired Fund's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust Acquired Fund contained in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust Fund shall reasonably request; 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust Fund and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust Fund and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx x xxxm mutxxxxy acceptable to the form attached to this Agreement as Annex BAcquiring Fund and the Acquired Fund, concerning certain tax-related matters with respect to the Acquired Fund;; and 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust Acquired Fund shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2 The Acquiring Trust shall have received a favorable opinion from Ropes & Xxxx, counsel to the Trust, dated the Closing Date and in this Article 7 have been meta form satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 The Acquired Fund shall reasonably request;have furnished to the Acquiring Fund tax returns, signed by a partner of Ernst & Young LLP for the fiscal year ended October 31, 2000 and signed pro forma tax returns for the period from November 1, 2000 to the Closing Date (which pro forma tax returns shall be furnished promptly after the Closing Date). 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after October 31, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after October 31, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2 The Acquiring Trust shall have received a favorable opinion from Ropes & Xxxx, counsel to the Trust, dated the Closing Date and in this Article 7 have been meta form satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 The Acquired Fund shall reasonably request;have furnished to the Acquiring Fund tax returns, signed by a partner of PricewaterhouseCoopers LLP for the fiscal year ended June 30, 2000 and signed pro forma tax returns for the period from July 1, 2000 to the Closing Date (which pro forma tax returns shall be furnished promptly after the Closing Date). 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after June 30, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after June 30, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete consummate the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 6.1. All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;. 7.2 6.2. The Safeco Trust Acquiring Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Fund on or before the Closing Date. The Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7Fund’s assets and liabilities, together with a list of its the Acquired Fund’s portfolio securities showing the federal income tax bases basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Acquired Fund’s Treasurer;. 7.3 6.3. The Safeco Trust Acquired Fund shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of executed in the Acquired Fund executed in its Fund’s name by its the Acquired Fund’s Chief Executive Officer, President or Vice President and a Treasurer or Assistant its Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing DateFund, to the effect that (i) the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that (ii) each of the conditions to Closing in this Article 7 have 6 has been met, and (iii) as to such other matters as the Acquiring Trust Fund shall reasonably request;. 7.4 6.4. The Safeco Trust on behalf Acquired Fund shall provide the Acquiring Fund with an opinion of counsel of the Acquired Fund shall have delivered as to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect identified in paragraph 4.1.15 (pertaining only to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust ’s charter documents and related matters of Kirkpatrick & Lockhart XXXMaryland state law, xxxxx as xx xxx Xlosing Datebut not federal law), in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated herebycost of such opinion(s) shall be borne by EULAV Asset Management and Xxxxx & Xxxx Asset Management, LLC (at a cost of approximately $4,000, nevertheless to be borne equally by EULAV Asset Management and Xxxxx & Tang Asset Management, LLC).

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Cullen Trust and Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement by or on behalf of Cullen Trust and Acquired Fund shall be true and correct as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Cullen Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Cullen Trust's Treasurer or Assistant Treasurerchief financial officer; 7.3 The Safeco Acquired Trust on behalf of the Acquired Fund, shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Cullen Trust on behalf of the Acquired Fund executed in its name by its President or Vice President Secretary and a Treasurer or Assistant Treasurerchief financial officer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust Acquired Fund contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, Agreement and as to such other matters as the Acquiring Trust Fund shall reasonably request;request (it being agreed that such certificate is provided to confirm the representations and warranties as of the Closing Date and shall not be a source of liability separate from this Agreement, to the Acquiring Fund.) 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust Fund and Wilmer Cutler Pickering an Acquixxx Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Xxx Representation Certificate, Certificate satisfactory to the Acquiring Trust Fund and Wilmer Cutler Pickering Pickerinx Xxxx xxx Xxxr XXX, Xxrx XXX xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust Fund shall have received at the Closing a favorable opinion of counsel, dated as to of the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Closing Date, in a form reasonably satisfactory to Acquiring Fund, including, without limitation, opinions substantially to the effect that this Agreement has been duly authorized, executed and delivered by Cullen Trust, on behalf of the Acquired Fund, and constitutes a valid and legally binding obligation of Cullen Trust, on behalf of the Acquired Fund; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Cullen Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and that the transactions contemplated herebyinterests of the existing the Acquired Fund Shareholders would not be diluted as a result of the Reorganization.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Acquired Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.75.4, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Acquired Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Acquired Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Acquired Trust contained made in this Agreement on behalf of the Acquired Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have has been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Bingham McCutchen LLP ax Xxxxxrxx Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to Bingham McCutchen LLP, xx x xxrx xxxxxxxy acceptable to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex BAcquired Trust, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 7.5 With respect to the Acquired Fund, the Board of Trustees of the Safeco Acquired Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of Nations Separate Account Trust, on behalf of the Acquiring Fund Fund, to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by Liberty Variable Investment Trust, on behalf of the Acquired Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust 8.1. Liberty Variable Investment Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7Nations Separate Account Trust, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund Acquiring Fund, a certificate executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Nations Separate Account Trust and dated as of the Closing Date, to the effect that the representations and warranties of Liberty Variable Investment Trust, on behalf of the Safeco Trust contained Acquired Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each Liberty Variable Investment Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing in this Article 7 have been met, and as to such other matters as the Acquiring Date; 8.2. Nations Separate Account Trust shall reasonably requesthave received a favorable opinion of Ropes & Xxxx, counsel to Liberty Variable Investment Trust, dated the Closing Date and in a form satisfactory to Nations Separate Account Trust, to the following effect: (a) Liberty Variable Investment Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and it has power to own all of its properties and assets and to carry on its business as described in the Acquired Fund Prospectus; 7.4 The Safeco (b) This Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Registration Statement and the Prospectus/Proxy Statement referred to in paragraph 6.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by Nations Separate Account Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles; (c) The Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) The execution and delivery of this Agreement did not, and the performance by Liberty Variable Investment Trust and the Acquired Fund of their respective obligations hereunder will not, violate Liberty Variable Investment Trust’s Charter Documents, or any provision of any agreement which Liberty Variable Investment Trust is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which Liberty Variable Investment Trust or the Acquired Fund is a party or by which it is bound; (e) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by Liberty Variable Investment Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as have been obtained; (f) Such counsel does not know of any legal or governmental proceedings relating to Liberty Variable Investment Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in paragraph 6.3 or the Closing Date required to be described in the Registration Statement which are not described as required; (g) Liberty Variable Investment Trust is registered with the SEC as an investment company under the 1940 Act; and (h) Except as has been disclosed in writing to the Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquired Fund or any of its properties or assets or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquired Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business or its ability to consummate the transaction contemplated thereby. Such opinion may rely on the opinion of other counsel to the extent set forth in such opinion, provided each other counsel is reasonably acceptable to Nations Separate Account Trust. 8.3. Except to the extent prohibited by Rule 19b-1 under the 1940 Act, prior to the Closing Date, the Acquired Fund shall have declared one or more distributions, with a record date and ex-distribution date prior to the Closing Date, which, together with all previous distributions, shall have the effect of distributing to the Acquired Fund’s shareholders all of its previously undistributed (i) “investment company taxable income” within the meaning of Section 852(b) of the Code (determined without regard to Section 852(b)(2)(D) of the Code, (ii) amounts consisting of the excess of (A) the amount specified in Section 852(a)(1)(B)(i) of the Code over (B) the amount specified in Section 852(a)(1)(B)(ii) of the Code, and (iii) net capital gain (within the meaning of Section 1222(11) of the Code), if any, realized in taxable periods or years ending on or before the Closing Date. 8.4. The Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of Liberty Variable Investment Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 8.5. The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2 The Acquiring Trust shall have received a favorable opinion from Ropes & Xxxx, counsel to the Trust, dated the Closing Date and in this Article 7 have been meta form satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 The Acquired Fund shall reasonably request;have furnished to the Acquiring Fund tax returns, signed by a partner of PricewaterhouseCoopers LLP for the fiscal year ended August 31, 2000 and signed pro forma tax returns for the period from September 1, 2000 to the Closing Date (which pro forma tax returns shall be furnished promptly after the Closing Date). 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after August 31, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after August 31, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund Trust, on behalf of the Target Fund, of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of at the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant its Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Company made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust Company shall reasonably request; 7.4 7.3 The Safeco Trust on behalf of the Acquired Target Fund shall have delivered to the Acquiring Trust Fund, a statement of the Target Fund Assets and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificateits liabilities, satisfactory together with a list of the Target Funds' portfolio securities and other assets showing the respective adjusted bases and holding periods thereof for income tax purposes, as of the Closing Date, certified by the Treasurer of the Trust; 7.4 The Target Fund shall have delivered to the Acquiring Company within three business days after the Closing a letter from Ernst & Young LLP dated as of the Closing Date stating that (a) such firm has performed a limited review of the Federal and state income tax returns of Company for each of the last three taxable years and, based on such limited review, nothing came to their attention that caused them to believe that such returns did not properly reflect, in all material respects, the Federal and state income tax liabilities of the Target Fund for the periods covered thereby, (b) for the period from October 1, 2002 to and including the Closing Date, such firm has performed a limited review (based on unaudited financial data) to ascertain the amount of applicable Federal, state and local taxes and has determined that same either have been paid or reserves have been established for payment of such taxes, and, based on such limited review, nothing came to their attention that caused them to believe that the taxes paid or reserves set aside for payment of such taxes were not adequate in all material respects for the satisfaction of all Federal, state and local tax liabilities for the period from October 1, 2002 to and including the Closing Date and (c) based on such limited reviews, nothing came to their attention that caused them to believe that the Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement would not qualify as Annex B, concerning certain tax-related matters with respect to the Acquired Funda regulated investment company for Federal income tax purposes for any such year or period; 7.5 The Acquiring Trust Company shall have received at the Closing a favorable opinion as from Mayer, Brown, Rowe & Maw LLP, counsel to the Trust, dated as of the Closing Date to thx xxfect that: (a) The Trust is a validly existing Pennsylvania business trust and has the power to own all of its properties and assets and to carry on its business as presently conducted (Pennsylvania counsel may be relied upon in delivering such opinion); (b) the Trust is a duly registered, open-end, management investment company under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (c) this Agreement has been duly authorized, executed and delivered by the Trust, and, assuming that the Registration Statement complies with the 1933 Act, the 1934 Act and the 1940 Act and the regulations thereunder and assuming due authorization authorization, execution and delivery of this Agreement by the Safeco Trust, is a valid and binding obligation of the Trust enforceable against the Trust in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and related matters other laws relating to or affecting creditors' rights and to general equity principles; (d) the execution and delivery of Kirkpatrick & Lockhart XXXthis Agreement did not, xxxxx and the consummation of the transactions contemplated hereby will not, violate the Trust's Declaration of Trust or By-Laws (Pennsylvania counsel may be relied upon in delivering such opinion); (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or any state is required for the consummation by the Trust of the transactions contemplated herein, except such as xx xxx Xlosing Datehave been obtained under the 1933 Act, in a form reasonably satisfactory to Acquiring Trustthe 1934 Act and the 1940 Act and such as may be required under state securities laws; and 7.6 With respect to On the Acquired Closing Date, the Target Fund Assets shall include no assets that the Acquiring Fund, the Board by reason of Trustees limitations of the Safeco Trust shall have determined that the Reorganization is in the best interests Acquiring Fund's Articles of the Acquired Fund andIncorporation or otherwise, based upon such determination, shall have approved this Agreement and the transactions contemplated herebymay not properly acquire.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing in this Article 7 have been met, and as to such other matters as the Date; 7.2 The Acquiring Trust shall reasonably request;have received a favorable opinion from Ropes & Xxxx, counsel to the Trust, dated the Closing Date and in a form satisfactory to the Acquiring Trust, to the following effect: 7.4 (a) The Safeco Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund shall have delivered and, assuming the Proxy Statement referred to the Acquiring Trust in paragraph 5.3 complies with applicable federal securities laws and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to assuming the due authorization authorization, execution and delivery of this Agreement by the Safeco Acquiring Trust and related matters on behalf of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to the Acquiring Trust; and 7.6 With respect to the Acquired Fund, is the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests valid and binding obligation of the Acquired Fund andenforceable against the Acquired Fund in accordance with its terms, based upon such determinationexcept as the same may be limited by bankruptcy, shall have approved this Agreement insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and the transactions contemplated hereby.other

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund Portfolio to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund Portfolio of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund Portfolio in writing: 7.1 All representations and warranties of the Safeco AmSouth Trust on behalf of the Acquired Fund Portfolio contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco AmSouth Trust shall have delivered to the Acquiring Fund Portfolio the Statement of Assets and Liabilities of the Acquired Fund Portfolio pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco AmSouth Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco AmSouth Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco AmSouth Trust on behalf of the Acquired Fund Portfolio executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco AmSouth Trust contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco AmSouth Trust on behalf of the Acquired Fund Portfolio shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax and Xxxx LLP an Acquired Portfolio Tax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXXand Xxxx LLP, xxxxxxxxially xx in a form mutually acceptable to the form attached to this Agreement as Annex BAcquiring Trust and the AmSouth Trust, concerning certain tax-related matters with respect to the Acquired FundPortfolio; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco AmSouth Trust and related matters of Kirkpatrick & Lockhart XXXDechert LLP, xxxxx dated as xx xxx Xlosing of the Closing Date, in a form reasonably satisfactory to the Acquiring Trust; and 7.6 With respect to the Acquired FundPortfolio, the Board of Trustees of the Safeco AmSouth Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund Portfolio and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Acquired Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.75.4, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Acquired Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Acquired Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Acquired Trust contained made in this Agreement on behalf of the Acquired Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have has been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust Acquired Trust, on behalf of the Acquired Fund Fund, shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Bingham McCutchen LLP an Acquired Fund Tax Representation Certificate, satisfactory sxxxxxxxtxxx xx Xxngham McCutchen LLP, in a form mutually acceptable to the Acquiring Trust and Wilmer Cutler Pickering Xxxx Trxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex Bxxx Xxxxxred Trust, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 7.5 With respect to the Acquired Fund, the Board of Trustees of the Safeco Acquired Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing:writing (other than the condition set forth in Paragraph 6.5, which condition is not waivable): 7.1 6.1. All representations and warranties of the Safeco Trust AST, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Safeco Trust Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Acquired Fund on or before the Closing Date; 6.3. AST shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.74.8, together with a list of its portfolio securities showing the federal income tax bases by lot and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's AST’s Treasurer or Assistant Treasurer; 7.3 The Safeco Trust 6.4. AST shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust AST, on behalf of the Acquired Fund Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 Section 6 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust 6.5. AST, on behalf of the Acquired Fund Fund, shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Wxxxxx Xxxxxx Pxxxxxxxx Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax and Dxxx LLP an Acquired Fund Tax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Wxxxxx Xxxxxx Pxxxxxxxx Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, and Dxxx LLP concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the each Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the 6.1. Each Acquired Fund contained in this Agreement shall be true and correct as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of a certificate executed on its behalf by the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its Fund’s President or any Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained such Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Acquired Fund has complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date. 6.2. Each Acquired Fund shall have furnished to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, with values determined as provided in Section 2 of this Article 7 have been metAgreement, together with a list of Investments with their respective tax costs (bases) (including any adjustments thereto), all as of the Valuation Date, certified by the Acquired Fund’s President (or any Vice President) and Treasurer, and a certificate of both such officers, dated the Closing Date, to the effect that as to such other matters of the Valuation Date and as of the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust on behalf Closing Date there has been no material adverse change in the financial position of the Acquired Fund since June 30, 2010. Each Acquired Fund also shall have furnished to the Acquiring Fund any such other evidence as to the tax cost (bases) (including any adjustments thereto) of each of the Acquired Fund’s Investments as the Acquiring Fund may reasonably request. 6.3. The assets of each Acquired Fund to be acquired by the Acquiring Fund a copy of the tax books and records of the Acquired Fund necessary for purposes of preparing any tax returns required by law to be filed after the Closing Date, as well as will include no assets which the Acquiring Fund, by reason of limitations contained in the Acquiring Trust Declaration of Trust or of investment restrictions disclosed in the Registration Statement in effect on the Closing Date, may not properly acquire. 6.4. All proceedings taken by an Acquired Fund in connection with the transactions contemplated by this Agreement and all material documents related thereto shall be reasonably satisfactory in form and substance to the Acquiring Fund. 6.5. Prior to the Closing Date, each Acquired Fund has declared a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to such Acquired Fund’s shareholders all of the Acquired Fund’s investment company taxable income as defined in Section 852 of the Code (computed without regard to any deduction for dividends paid), net tax-exempt income (if any), and net capital gain realized (after reduction by any capital loss carryover) (if any), in each case for its short taxable year beginning July 1, 2010 and ending on the Closing Date. 6.6. Each Acquired Fund’s custodian shall have delivered to the Acquiring Trust Fund a certificate identifying all of the assets of the Acquired Fund held by such custodian as of the Valuation Date. 6.7. Each Acquired Fund’s transfer agent shall have provided to the Acquiring Fund’s transfer agent (i) the originals or true copies of all of the records of the Acquired Fund in the possession of the Acquired Fund’s transfer agent as of the Closing Date, (ii) a record specifying the number of Acquired Fund Shares outstanding as of the Valuation Date and Wilmer Cutler Pickering (iii) a record specifying the name and address of each holder of record of any Acquired Fund Shares and the number of Acquired Fund Shares held of record by each such shareholder as of the Valuation Date. The Acquired Fund’s transfer agent shall also have provided the Acquiring Fund with a certificate confirming that the acts specified in the preceding sentence have been taken and that the information so supplied is complete and accurate to the best knowledge of the transfer agent. 6.8. All of the issued and outstanding shares of each Acquired Fund shall have been offered for sale and sold in conformity with all applicable state securities or blue sky laws (including any applicable exemptions therefrom) and, to the extent that any audit of the records of an Acquired Fund or its transfer agent by the Acquiring Fund or its agents shall have revealed otherwise, either (i) such Acquired Fund shall have taken all actions that in the opinion of the Acquiring Fund or its counsel are necessary to remedy any prior failure on the part of the Acquired Fund to have offered for sale and sold such shares in conformity with such laws or (ii) such Acquired Fund shall have furnished (or caused to be furnished) surety, or deposited (or caused to be deposited) assets in escrow, for the benefit of the Acquiring Fund in amounts sufficient and upon terms satisfactory, in the opinion of the Acquiring Fund or its counsel to indemnify the Acquiring Fund against any expense, loss, claim, damage or liability whatsoever that may be asserted or threatened by reason of such failure on the part of the Acquired Fund to have offered and sold such shares in conformity with such laws. 6.9. The Acquiring Fund shall have received a favorable opinion of Ropes & Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation CertificateLLP, counsel to each of the Acquired Funds for the transactions contemplated hereby, on behalf of each Acquired Fund, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of such firm appropriate to render the opinions expressed therein, and in a form satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXXFund, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the following effect: (a) This Agreement has been duly authorized, executed and delivered by each Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to , and assuming the due authorization authorization, execution and delivery of this Agreement by the Safeco Acquiring Fund is a valid and binding obligation of each Acquired Fund, enforceable against each Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles. (b) Each Acquired Fund has the power as a statutory trust to sell, assign, transfer and deliver the assets to be transferred by it hereunder. (c) The execution and delivery of this Agreement by each Acquired Fund did not, and the performance by each Acquired Fund of its obligations hereunder will not, violate such Acquired Fund’s Declaration of Trust or Bylaws, or any provision of any material agreement known to such counsel to which such Acquired Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any material agreement, judgment or decree to which such Acquired Fund is a party or by which it is bound. (d) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by an Acquired Fund of the transactions contemplated by this Agreement, except such as have been obtained. (e) Such counsel does not know of any legal or governmental proceedings relating to an Acquired Fund existing on or before the Closing Date required to be described in the Registration Statement which are not described as required. (f) Each Acquired Fund is registered with the Securities and related matters of Kirkpatrick & Lockhart XXX, xxxxx Exchange Commission as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; andan investment company under the 0000 Xxx. 7.6 6.10. With respect to the Acquired Highland Floating Rate Fund, the Board Fund will, following the date of Trustees shareholder approval of the Safeco Trust shall have determined that Agreement, take all reasonable actions necessary to reduce the Reorganization amount of borrowing by the Fund under its revolving credit facility (the “Credit Agreement”) to $0 and terminate the Credit Agreement. Each such action is in to be completed before the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated herebyClosing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete consummate the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder the Acquired Fund pursuant to this Agreement, on or before the Closing Date and, in addition theretoaddition, shall be subject to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations representations, covenants, and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, and as of the Closing Date Date, with the same force and effect as if made on and as of the such Closing Date; 7.2 . The Safeco Trust Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of on such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of executed in the Acquired Fund executed in its Fund’s name by its the Xxxxxx Trust’s President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the such Closing Date, to the such effect that the representations and warranties of the Safeco Trust contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust Fund shall reasonably request;. 7.4 7.2 The Safeco Trust Xxxxxx Trust, on behalf of the Acquired Fund, shall have duly executed and delivered to the LoCorr Trust such bills of sale, assignments, certificates and other instruments of transfer as may be necessary or desirable to transfer all right, title and interest of the Acquired Fund in and to the Acquired Assets. 7.3 The Acquiring Fund shall have received on the Closing Date a certification from the President of the Xxxxxx Trust, dated as of the Closing Date, addressing the following points: (i) The Xxxxxx Trust is a statutory trust validly existing and in good standing under the laws of the State of Delaware and has power to own all of its properties and assets and to carry on its business as presently conducted and described in the registration statement on Form N-1A of the Xxxxxx Trust, and the Acquired Fund is a separate series of the Xxxxxx Trust constituted in accordance with the applicable provisions of the 1940 Act and the Amended and Restated Agreement and Declaration of Trust of the Xxxxxx Trust. (ii) The Xxxxxx Trust is registered with the SEC as an investment company under the 1940 Act and such registration with the SEC is in full force and effect. (iii) The Acquired Fund has the power to sell, assign, transfer and deliver its assets to be transferred by it under the Agreement, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have transferred such assets to the Acquiring Fund. (iv) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in a violation of the Amended and Restated Agreement and Declaration of Trust of the Xxxxxx Trust. (v) No consent, approval, authorization or order of any court or governmental authority under U.S. federal law or the Delaware Statutory Trust Act is required to be obtained for the consummation by the Xxxxxx Trust and the Acquired Funds of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under Delaware securities laws. (vi) To the knowledge of the President of the Xxxxxx Trust, except as has been disclosed in writing to the LoCorr Trust, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Xxxxxx Trust or the Acquired Fund or any of their properties or assets or any person whom the Xxxxxx Trust or the Acquired Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and neither the Xxxxxx Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. 7.4 The Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation CertificateFund (a) a certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement signed by the Safeco President or Vice President and the Treasurer or Assistant Treasurer of the Xxxxxx Trust and related matters on behalf of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, stating the Acquired Fund’s known assets and liabilities, together with information concerning the tax basis and holding period of the Acquired Fund in all securities or investments transferred to the Acquiring Fund; (b) the Acquired Fund Shareholder Documentation; (c) all FASB ASC 000-00-00 (formerly, FIN 48) work papers; (d) copies of the Tax books and records of the Acquired Fund for purposes of preparing any Tax returns required by law to be filed after the Closing Date; and (e) a statement of earnings and profits of the Acquired Fund, as described in paragraph 5.5. 7.5 The Xxxxxx Trust Board of Trustees, including a majority of Trustees who are not "interested persons" of the Safeco Xxxxxx Trust shall have as defined under the 1940 Act, has determined that the Reorganization is transactions contemplated by this Agreement are in the best interests of the Acquired Fund and, based upon and that the interests of the existing shareholders of the Acquired Fund would not be diluted as a result of such determination, shall have approved this Agreement and the transactions contemplated herebytransactions.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Acquired Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Acquired Trust shall have delivered to the Acquiring Fund the a Statement of Assets and Liabilities of the Acquired Fund as of the Closing Date pursuant to Paragraph 5.75.7 hereof, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Acquired Trusts Treasurer or Assistant Treasurer; 7.3 The Safeco Acquired Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Acquired Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Acquired Trust contained made in this Agreement on behalf of the Acquired Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have has been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Acquired Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Bxxxxxx MxXxxxxxx LLP an Acquired Trust Tax Representation Certificate, satisfactory to Bxxxxxx MxXxxxxxx LLP, in a form mutually acceptable to the Acquired Trust and the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex BTrust, concerning certain tax-related matters with respect to the Acquired Fundmatters; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust Acquired Trust, on behalf of the Acquired Fund, and related matters of Kirkpatrick & Lockhart XXXThe Law Offices of Jxxx X. Xxxxxx and Associates, xxxxx Inc., dated as xx xxx Xlosing of the Closing Date, in a form reasonably satisfactory to the Acquiring Trust, substantially to the effect that, based upon certain facts and certifications made by the Acquired Trust, on behalf of the Acquired Fund, and its authorized officers: (a) the Acquired Trust is validly existing and in good standing under the laws of the State of Delaware and has the power to carryon its business as described in the Acquired Trusts Trust Instrument; and(b) the Acquired Trust, with respect to the Acquired Fund, has the requisite power and authority to execute, deliver and perform its obligations under the Agreement; (c) the execution, delivery and performance of the Agreement by the Acquired Trust, on behalf of the Acquired Fund, have been duly authorized by all necessary action of the Acquired Trust; (d) the execution, delivery and performance of the Agreement by the Acquired Trust, on behalf of the Acquired Fund, do not conflict with or result in a violation of (i) Acquired Trusts Trust Instrument or By-Laws, or (ii) any statutory law, rule or regulation of the State of Delaware applicable to the Acquired Trust; (e) the Agreement constitutes a legal, valid and binding agreement of the Acquired Trust, on behalf of the Acquired Fund, enforceable against the Acquired Trust, on behalf of the Acquired Fund, in accordance with its terms; provided that such counsel shall be entitled to state that it expresses no opinion with respect to the validity, binding effect or enforceability of any contractual provisions purporting to provide indemnification of any person for any claims, damages, liabilities or expenses which may be limited by any applicable federal or state securities laws or as a matter of public policy; (f) to the knowledge of such counsel, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body of the State of Delaware having jurisdiction over the Acquired Trust is required for the execution, delivery and performance of the Agreement by the Acquired Trust, on behalf of the Acquired Fund; (g) to the knowledge of such counsel, all regulatory or court consents, authorizations, approvals, orders or filings required to be obtained or made by the Acquired Trust, on behalf of the Acquired Fund, under the federal laws of the United States with respect to the transfer of the Acquired Assets for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities pursuant to this Agreement have been obtained or made; and (h) to the knowledge of such counsel, and without any independent investigation, other than as disclosed on the schedule provided by the Acquired Trust pursuant to paragraph 4.1 of this Agreement, the Acquired Fund is not subject to any litigation or administrative proceeding that could reasonably be expected to have a materially adverse effect on the operations of the Acquired Fund. Such opinion may state that it is solely for the benefit of the Acquired Trust and the Acquired Trust Board. Such opinion may contain such assumptions and limitations as shall be in the opinion of The Law Offices of Jxxx X. Xxxxxx and Associates, Inc. appropriate to render the opinions expressed therein; 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Acquired Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby; and 7.7 For six (6) years after the Closing Date, GSAM shall maintain in effect the current level and scope of officers and trustees, as applicable, liability insurance or a tail insurance policy of the same level or scope for the six (6) year period, in each case covering those persons who are covered by the Acquired Trusts, officers and trustees, as applicable, liability insurance policy as of the Closing Date; provided, that in no event shall GSAM be required to expend in anyone year an amount in excess of 150% of the annual premium currently paid by the Acquired Trust for such insurance, and provided, further, that if the annual premiums of such insurance coverage exceed such amount, GSAM shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco AmSouth Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco AmSouth Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco AmSouth Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco AmSouth Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco AmSouth Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco AmSouth Trust contained in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco AmSouth Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx x xxxm mutxxxxy acceptable to the form attached to this Agreement as Annex BAcquiring Trust and the Amsouth Trust, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco AmSouth Trust and related matters of Kirkpatrick & Lockhart Xxxxxxxxx Xrahxx XXX, xxxxx as dxxxx xx xx xxx Xlosing Date, in a form reasonably satisfactory to the Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco AmSouth Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations AND THE ACQUIRED FUND If any of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder conditions set forth below have not been satisfied on or before the Closing Date andwith respect to the Trust, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct as Fund, or the Trust, on behalf of the date hereof andAcquiring Fund, except as they may be affected by the Trust may, at its option, refuse to consummate the transactions contemplated by this Agreement, as : The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Closing Date holders of the outstanding shares of the Acquired Fund in accordance with the same force and effect as if made on and as provisions of the Closing Date; 7.2 The Safeco Trust s Declaration and By-Laws, applicable Delaware law and the 1940 Act, and certified copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, the Trust may not waive the condition set forth in this paragraph 8.1; On the Closing Date no action, suit or other proceeding shall be pending or, to the Trust s knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; All consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by the Trust to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties \ of the Acquiring Fund or the Acquired Fund; The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of Assets the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act; and Liabilities The Trust shall have received the opinion of counsel to the Trust addressed to the Trust substantially to the effect that, based upon certain facts, assumptions, and representations, the transaction contemplated by this Agreement shall constitute a tax-free reorganization for Federal income tax purposes. The delivery of such opinion is conditioned upon receipt by counsel to the Trust of representations it shall request of the Trust. Notwithstanding anything herein to the contrary, the Trust may not consummate such transactions contemplated by the Agreement if this condition is not satisfied. INDEMNIFICATION The Trust, out of the Acquiring Fund s assets and property including any amounts paid to the Acquiring Fund pursuant to any applicable liability insurance policies or indemnification agreements, agrees to indemnify and hold harmless the Acquired Fund from and against any and all osses, claims, damages, liabilities or expenses including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation to which the Acquired Fund may become subject, insofar as such loss, claim, damage, liability or expense or actions with respect thereto arises out of or is based on any breach by the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement, provided that such indemnification by the Acquiring Fund is not in violation of any applicable law. The Trust, out of the Acquired Fund s assets and property including any amounts paid to the Acquired Fund pursuant to Paragraph 5.7any applicable liability insurance policies or indemnification agreements, together agrees to indemnify and hold harmless the Acquiring Fund from and against any and all losses, claims, damages, liabilities or expenses including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation to which the Acquiring Fund may become subject, insofar as such loss, claim, damage, liability or expense or actions with a list respect thereto arises out of or is based on any breach by the Acquired Fund of any of its portfolio securities showing representations, warranties, covenants or agreements set forth in this Agreement, provided that such indemnification by the federal income tax bases and holding periods Acquired Fund is not in violation of such securitiesany applicable law. BROKERAGE FEES AND EXPENSES The Trust, as on behalf of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust Fund and on behalf of the Acquired Fund executed Fund, represents and warrants that there are no brokers or finders entitled to receive any payments in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory connection with the transactions provided for herein. The expenses relating to the proposed Reorganization will be borne solely by Munder Capital Management and its affiliates. No such expenses shall be borne by the Acquired Fund or the Acquiring Fund, except for brokerage fees and expenses incurred in connection with the Reorganization. The costs of the Reorganization shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, if any, preparation of the Registration Statement, printing and distributing the Proxy Statement, legal fees, accounting fees, securities registration fees, and expenses of holding shareholders meetings. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a regulated investment company within the meaning of Section 851 of the Code. ENTIRE AGREEMENT SURVIVAL OF WARRANTIES The Trust has not made any representation, warranty or covenant, on behalf of either the Acquired Fund or the Acquiring Fund, not set forth herein, and dated as this Agreement constitutes the entire agreement between the Acquiring Fund and Acquired Fund with respect to the Reorganization. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing and the obligations of each of the Acquired Fund and Acquiring Fund in Sections 9.1 and 9.2 shall survive the Closing. TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the Trust s Board of Trustees, at any time prior to the Closing Date, to if circumstances should develop that, in its opinion, make proceeding with the effect that Agreement inadvisable. AMENDMENTS This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable by the representations and warranties authorized officers of the Safeco Trust contained in this Agreement are true and correct at and as Trust; provided, however, that following the meeting of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust on behalf shareholders of the Acquired Fund shall called by the Trust pursuant to paragraph 5.2 of this Agreement, no such amendment may have delivered the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to the Acquiring Trust Class A, Class B, Class C, Class K and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation CertificateClass Y Acquired Fund Shareholders, satisfactory respectively, under this Agreement to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization detriment of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trustsuch shareholders without their further approval. HEADINGS; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.GOVERNING

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations AND THE ACQUIRED FUND If any of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder conditions set forth below do not exist on or before the Closing Date and, in addition theretowith respect to the Acquired Fund or the Acquiring Fund, the following further conditionsother party to this Agreement shall, unless waived at its option, not be required to consummate the transactions contemplated by this Agreement: 6.1 The Board of Trustees of the Acquired Fund shall have determined in good faith that (a) participating in the transaction is in the best interests of the Acquired Fund, and (b) the interests of existing shareholders of the Acquired Fund will not be diluted as a result of its effecting the transaction. 6.2 The Board of Trustees of the Acquiring Fund shall have determined in good faith that (a) participating in the transaction is in the best interests of the Acquiring Fund, and (b) the interests of existing shareholders of the Acquiring Fund will not be diluted as a result of its effecting the transaction. (a) The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with the provisions of the Acquired Fund’s Declaration of Trust, Bylaws and Delaware law, as applicable, and (b) certified copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 6.3(a). 6.4 On the Closing Date, no court or governmental agency of competent jurisdiction shall have issued any order that remains in effect and that restrains or enjoins the Acquiring Fund or the Acquired Fund from completing the transactions contemplated herein. 6.5 All consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by the Acquiring Fund or the Acquired Fund to permit consummation, in writingall material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions. 6.6 The Acquiring Fund’s registration statement relating to the shares to be issued in connection with the transactions contemplated by this Agreement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 0000 Xxx. 6.7 The parties shall have received the opinion of counsel addressed to the Acquiring Fund and the Acquired Fund substantially to the effect that, based upon certain facts, assumptions, and representations: 7.1 6.7.1 The acquisition by Acquiring Fund of substantially all of the assets of Acquired Fund in exchange solely for Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund by Acquiring Fund followed by the distribution of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund shares in complete liquidation and termination of Acquired Fund will constitute a tax-free reorganization under Section 368(a) of the Code. 50 6.7.2 Acquired Fund will not recognize gain or loss upon the transfer of substantially all of its assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund except that Acquired Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code. 6.7.3 Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares received by Acquired Fund in the Reorganization. 6.7.4 Acquiring Fund will recognize no gain or loss upon receiving the assets of Acquired Fund in exchange solely for Acquiring Fund Shares. 6.7.5 The adjusted basis to Acquiring Fund of the assets of Acquired Fund received by Acquiring Fund in the reorganization will be the same as the adjusted basis of those assets in the hands of Acquired Fund immediately before the exchange. 6.7.6 Acquiring Fund’s holding periods with respect to the assets of Acquired Fund that Acquiring Fund acquires in the transaction will include the respective periods for which those assets were held by Acquired Fund (except where investment activities of Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset). 6.7.7 The Acquired Fund Shareholders will recognize no gain or loss upon receiving Acquiring Fund Shares solely in exchange for Acquired Fund Shares. 6.7.8 The basis of the Acquiring Fund Shares received by an Acquired Fund Shareholder in the transaction will be the same as the basis of Acquired Fund Shares surrendered by the Acquired Fund Shareholder in exchange therefor. 6.7.9 An Acquired Fund Shareholder’s holding period for the Acquiring Fund Shares received by the Acquired Fund Shareholder in the transaction will include the holding period during which the Acquired Fund Shareholder held Acquired Fund Shares surrendered in exchange therefor, provided that the Acquired Fund Shareholder held such shares as a capital asset on the date of the Reorganization. 6.7.10 Pursuant to Section 381 of the Code and Section 1.381(a)-1 of the United States Treasury regulations, the Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the provisions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the United States Treasury regulations promulgated thereunder. 6.8 All representations and warranties of the Safeco Trust on behalf of Acquiring Fund and the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date;. 7.2 6.9 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Trust Fund and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and on or before the transactions contemplated herebyClosing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund Fund, to complete the transactions provided for herein shall bebe subject, at its the Acquiring Fund's election, subject to the performance by the Acquired Fund Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases Fund's assets and holding periods of such securitiesliabilities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurerof the Acquired Fund; 7.3 The Safeco Trust Acquired Fund shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust Fund shall reasonably request; 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to performed all of the Acquiring Trust covenants and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to complied with all of the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to provisions required by this Agreement as Annex B, concerning certain tax-related matters to be performed or complied with respect to by the Acquired Fund, on or before the Closing Date; 7.5 The Acquired Fund and the Acquiring Trust Fund shall have received at agreed on the Closing a favorable opinion as number of full and fractional Acquiring Fund Shares to be issued in connection with the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, Reorganization after such number has been calculated in a form reasonably satisfactory to Acquiring Trustaccordance with paragraph 1.1; and 7.6 With respect The Acquired Fund shall have declared and paid a distribution or distributions prior to the Acquired FundClosing that, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determinationtogether with all previous distributions, shall have approved this Agreement the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the transactions contemplated herebyperiod from the close of its last fiscal year to 4:00 p.m. Eastern time on the Closing Date; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco AmSouth Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco AmSouth Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco AmSouth Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco AmSouth Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco AmSouth Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco AmSouth Trust contained in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 The Safeco AmSouth Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax and Xxxx LLP an Acquired Fund Tax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXXand Xxxx LLP, xxxxxxxxially xx in a form mutually acceptable to the form attached to this Agreement as Annex BAcquiring Trust and the AmSouth Trust, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco AmSouth Trust and related matters of Kirkpatrick Xxxxxxxxxxx & Lockhart XXXXxxxxxxx Xxxxxxxxx Xxxxxx LLP, xxxxx dated as xx xxx Xlosing of the Closing Date, in a form reasonably satisfactory to the Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco AmSouth Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing in this Article 7 Date; 7.2 The Acquiring Trust shall have been metreceived a favorable opinion from Bingham Dana LLP, counsel to the Trust, dated the Closing Date and xx a form satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 The Acquired Fund shall reasonably request;have furnished to the Acquiring Fund tax returns, signed by a partner of PricewaterhouseCoopers LLP for the fiscal year ended December 31, 2000 and signed pro forma tax returns for the period from January 1, 2001 to the Closing Date (which pro forma tax returns shall be furnished promptly after the Closing Date). 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after December 31, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after December 31, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions Reorganization provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the 6.1 The Acquired Fund contained in this Agreement shall be true and correct as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust (or its representative) shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of (or its representative) a certificate executed on its behalf by the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its Fund’s President or any Vice President and a its Chief Financial Officer, Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the date hereof and at and as of the Closing DateDate (except for such representations and warranties required to be true and correct as of another date, which representation and warranty shall be true and correct as of such other date), except as they may be affected by the transactions Reorganization contemplated by this Agreement, and that each the Acquired Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date. 6.2 The Acquired Fund has furnished to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, with values determined as provided in Section 2 of this Article 7 have been metAgreement, together with a list of investments with their respective tax costs, all as of the Valuation Date, certified by the Acquired Fund’s Chief Financial Officer, Treasurer or Assistant Treasurer. This information will present fairly the financial condition and Assets of the Acquired Fund as of the Valuation Date in conformity with GAAP applied on a consistent basis, and there will be no material contingent liabilities of the Acquired Fund not disclosed in such information. 6.3 Prior to the Closing Date the Acquired Fund shall have distributed an amount to its shareholders of at least the sum of ninety-eight percent of its ordinary income for the calendar year ended on December 31, 2021 and for any prior years, and ninety-eight and two-tenths percent of the Acquired Fund’s capital gain net income for the one-year period ending on December 31 of the calendar year ended on 2021, plus any shortfalls from prior years. 6.4 The Acquiring Fund shall have received a favorable opinion of Ropes & Gray LLP, counsel to the Acquired Fund for the Reorganization contemplated hereby, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of Ropes & Gray LLP appropriate to such other matters as render the opinions expressed therein, and in a form satisfactory to the Acquiring Fund, to the following effect: (a) The Acquired Fund Trust shall reasonably request;is a Massachusetts business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has all requisite power and authority to own all of its properties and assets and to carry on its business as an open-end management investment company, and the Acquired Fund is a series thereof duly constituted in accordance with the Declaration of Trust and By-Laws of the Acquired Fund Trust. 7.4 The Safeco (b) This Agreement has been duly authorized, executed and delivered by the Acquired Fund Trust on behalf of the Acquired Fund, and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund Trust is a valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms. (c) The Acquired Fund has the power to sell, assign, transfer and deliver the Assets and the Liabilities to be transferred by it hereunder. (d) The execution and delivery of this Agreement by the Acquired Fund Trust did not, and the performance by the Acquired Fund of its obligations hereunder will not, (i) violate the Acquired Fund Trust’s Declaration of Trust or By-Laws, (ii) violate any provisions of applicable U.S. federal securities laws (excluding, however, antifraud and other provisions with respect to disclosures of material information) or (iii) violate any provision of any agreement disclosed in or filed with the Acquired Fund Prospectus or Acquired Fund Trust’s Registration Statement on Form N-1A to which the Acquired Fund or the Acquired Fund Trust is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any judgment or decree to which the Acquired Fund Trust or the Acquired Fund is a party or by which it or its property is bound. (e) To the knowledge of such counsel, no consent, approval, authorization or order of any state or federal court or governmental authority is required for the consummation by the Acquired Fund of the Reorganization contemplated by this Agreement, except such as have been obtained. The Acquired Fund is registered with the Commission as an open-end management investment company under the 1940 Act. In addition, such counsel will confirm whether, as of the Closing Date, it is representing the Acquired Fund in any pending litigation in which the Acquired Fund is a named defendant that challenges the validity or the enforceability of this Agreement. 6.5 The Acquired Fund (or its representative) shall have duly executed and delivered to the Acquiring Trust Fund (or its representative) such bills of sale, assignments, certificates and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificateother instruments of transfer, satisfactory including transfer instructions to the Acquired Fund Custodian and instructions to the Acquired Fund Transfer Agent as the Acquiring Fund may reasonably deem necessary or desirable to evidence the transfer to the Acquiring Trust Fund by the Acquired Fund all of the right, title and Wilmer Cutler Pickering Xxxx xxx Xxxr XXXinterest of the Acquired Fund in and to the Assets of the Acquired Fund. In each case the Assets of the Acquired Fund shall be accompanied by all necessary state stock transfer stamps or cash for the appropriate purchase price therefor. 6.6 The Acquiring Fund (or its representative) shall have received at the Closing: (i) a certificate of an authorized signatory of the Acquired Fund Custodian, xxxxxxxxially xx stating that the form attached Assets of the Acquired Fund have been delivered to this Agreement the Acquiring Fund; (ii) a certificate of an authorized signatory from the Acquiring Fund Custodian, stating that the Assets of the Acquired Fund have been received; (iii) a certificate of an authorized signatory of the Acquired Fund confirming that the Acquired Fund has delivered its records containing the names and addresses of the record holders of the Acquired Fund’s shares and the number and percentage (to four decimal places) of ownership of the Acquired Fund owned by each such holder as Annex B, concerning certain tax-related matters of the Valuation Date; (iv) a statement of the respective tax basis of all investments to be transferred by the Acquired Fund to the Acquiring Fund; and (v) the tax books and records of the Acquired Fund for purposes of preparing any tax returns required by law to be filed after the Closing Date. 6.7 The Acquired Fund’s agreements with each of its service providers shall have terminated on or prior to the Closing Date with respect to the Acquired Fund; 7.5 The Fund in compliance with their termination provisions without being subject to a contractual penalty, or any such penalties shall have been paid prior to the Closing Date, and the Acquiring Trust Fund shall have received at assurances from the Closing Acquired Fund that no claims for damages (liquidated or otherwise) will arise as a favorable opinion as to result of such termination. Notwithstanding the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXXforegoing, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of at its own expense, may enter into or continue, as necessary, agreements to assist the Acquired Fund andwith its termination and dissolution activities, based upon such determinationas well as to prepare and file any required tax filings. 6.8 As of the Closing Date, there shall have approved been no material change in the investment objectives, policies and restrictions or any increase in the investment management fee rate that the Acquired Fund is, as of the date of this Agreement and Agreement, contractually obligated to pay from those described in the transactions contemplated herebyRegistration Statement. 6.9 Prior to the Closing Date, the Acquired Fund is able to transfer all of the investments that are subject to resale or transfer restrictions or that require consent of a third-party to the Acquiring Fund (collectively, “Investment Consents”).

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the an Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by [Company] [Trust], on behalf of the Acquired Fund applicable Target Fund, of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund [Company] [Trust] contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust [Company] [Trust] shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of at the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a Treasurer or Assistant its Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained [Company] [Trust] made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust shall reasonably request; 7.4 7.3 The Safeco Trust on behalf of the Acquired Target Fund shall have delivered to the Acquiring Trust Fund, a statement of the Target Fund Assets and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificateits liabilities, satisfactory together with a list of the Target Funds' portfolio securities and other assets showing the respective adjusted bases and holding periods thereof for income tax purposes, as of the Closing Date, certified by the Treasurer of the [Company] [Trust]; 7.4 The Target Fund shall have delivered to the Acquiring Trust within three business days after the Closing a letter from [Ernst & Young LLP] [Deloitte & Touche LLP] dated as of the Closing Date stating that (a) such firm has performed a limited review of the Federal and Wilmer Cutler Pickering Xxxx xxx Xxxr XXXstate income tax returns of [Company] [Trust] for each of the last three taxable years and, xxxxxxxxially xx based on such limited review, nothing came to their attention that caused them to believe that such returns did not properly reflect, in all material respects, the form attached Federal and state income tax liabilities of the Target Fund for the periods covered thereby, (b) for the period from _____________200_ to this Agreement and including the Closing Date, such firm has performed a limited review (based on unaudited financial data) to ascertain the amount of applicable Federal, state and local taxes and has determined that same either have been paid or reserves have been established for payment of such taxes, and, based on such limited review, nothing came to their attention that caused them to believe that the taxes paid or reserves set aside for payment of such taxes were not adequate in all material respects for the satisfaction of all Federal, state and local tax liabilities for the period from ____________ 200_ to and including the Closing Date and (c) based on such limited reviews, nothing came to their attention that caused them to believe that the [Company] [Trust] would not qualify as Annex B, concerning certain tax-related matters with respect to the Acquired Funda regulated investment company for Federal income tax purposes for any such year or period; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as from Mayer, Brown, Xxxx & Maw, counsel to the [Company][Trust], dated as of the Closing Date to the effect that: (a) The [Company] [Trust] is a validly existing [Maryland corporation] [Pennsylvania business trust] and has the power to own all of its properties and assets and to carry on its business as presently conducted ([Maryland] [Pennsylvania] counsel may be relied upon in delivering such opinion); (b) the [Company] [Trust] is a duly registered, open-end, management investment company under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (c) this Agreement has been duly authorized, executed and delivered by the [Company] [Trust], and, assuming that the Registration Statement complies with the 1933 Act, the 1934 Act and the 1940 Act and the regulations thereunder and assuming due authorization authorization, execution and delivery of this Agreement by the Safeco Trust Trust, is a valid and related matters binding obligation of Kirkpatrick & Lockhart XXXthe [Company] [Trust] enforceable against the [Company] [Trust] in accordance with its terms, xxxxx subject as xx xxx Xlosing Dateto enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles; (d) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate the [Company's] [Trust's] [Articles of Incorporation] [Declaration of Trust] or By-Laws ([Maryland] [Pennsylvania] counsel may be relied upon in a form reasonably satisfactory delivering such opinion); and (e) to Acquiring the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or any state is required for the consummation by the [Company] [Trust] of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required under state securities laws; and 7.6 With respect to On the Acquired Closing Date, the Target Fund Assets shall include no assets that the Acquiring Fund, the Board by reason of Trustees limitations of the Safeco fund's Declaration of Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund andor otherwise, based upon such determination, shall have approved this Agreement and the transactions contemplated herebymay not properly acquire.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 7.1. All representations and warranties of the Safeco Trust Company, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 7.2. The Safeco Trust Company shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Company’s Treasurer or Assistant Treasurer; 7.3 7.3. The Safeco Trust Company shall have delivered to the Acquiring Trust Company on the Closing Date a certificate of the Safeco Trust Company, on behalf of the Acquired Fund Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Company and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust Company contained in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article Section 7 have been met, and as to such other matters as the Acquiring Trust Company shall reasonably request; 7.4 7.4. The Safeco Trust Company, on behalf of the Acquired Fund Fund, shall have delivered to the Acquiring Trust Company and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax and Xxxx LLP an Acquired Fund Tax Representation Certificate, satisfactory to the Acquiring Trust Company and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXXand Xxxx LLP, xxxxxxxxially xx in a form mutually acceptable to the form attached to this Agreement as Annex BCompany, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the 7.5. The Board of Trustees Directors of the Safeco Trust Company shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust The Trust, on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that each the Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2 The Acquiring Trust shall have received a favorable opinion from Ropes & Gray, counsel to the Trust, dated the Closing Date xxx in this Article 7 have been meta form satisfactory to the Acquiring Trust, to the following effect: (a) The Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has corporate power to own all of its properties and assets and to carry on its business as presently conducted, and as the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to such other matters as in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) the execution and delivery of this Agreement did not, and the performance by the Trust and the Acquired Fund of their respective obligations hereunder will not, violate the Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Trust or the Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Trust or the Acquired Fund is a party or by which either of them is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (f) such counsel does not know of any legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (g) the Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquired Fund or any of its properties or assets and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business. 7.3 The Acquired Fund shall reasonably request;have furnished to the Acquiring Fund tax returns, signed by a partner of Ernst & Young LLP for the fiscal year ended October 31, 2000 and signed pro forma tax returns for the period from November 1, 2000 to the Closing Date (which pro forma tax returns shall be furnished promptly after the Closing Date). 7.4 Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing all of the Acquired Fund's investment company taxable income for its taxable years ending on or after October 31, 2000 and on or prior to the Closing Date (computed without regard to any deduction for dividends paid), and all of its net capital gains realized in each of its taxable years ending on or after October 31, 2000 and on or prior to the Closing Date. 7.5 The Safeco Trust on behalf Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.6 The custodian of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing Fund a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees certificate identifying all of the Safeco Trust shall have determined that the Reorganization is in the best interests assets of the Acquired Fund and, based upon held by such determination, shall have approved this Agreement and custodian as of the transactions contemplated herebyValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Target Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust Trust, on behalf of the Acquired Fund Target Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust Trust, on behalf of the Target Fund, shall have delivered to the Acquiring Fund on the business day immediately following the Closing Date the Statement of Assets and Liabilities of the Acquired Target Fund pursuant to Paragraph 5.75.8 hereof, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's ’s Treasurer or Assistant Treasurer; 7.3 The Safeco Trust Target Fund shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust Trust, on behalf of the Acquired Fund Target Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Trust, on behalf of the Target Fund, made in this Agreement on behalf of the Target Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have has been met, and as to such other matters as the Acquiring Trust Fund shall reasonably request; 7.4 The Safeco Trust Trust, on behalf of the Acquired Fund Target Fund, shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Xxxxxxxx Ronon Xxxxxxx & Xxxxx LLP a Target Fund Tax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex BXxxxxxxx Ronon Xxxxxxx & Xxxxx LLP, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trustmatters; and 7.6 7.5 With respect to the Acquired Target Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Target Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby. 7.6 The Trust, on behalf of the Target Fund, shall have declared and paid or cause to have been paid a dividend or dividends prior to the Closing Date that, together with all previous dividends, shall have the effect of distributing to its shareholders (i) all of the Target Fund’s investment company taxable income for the taxable year ended prior to the Closing Date and substantially all of such investment company taxable income for the final taxable year ending with its complete liquidation (in each case determined without regard to any deductions for dividends paid); and (ii) all of the Target Fund’s net capital gain recognized in its taxable year ended prior to the Closing Date and substantially all of any such net capital gain recognized in such final taxable year (in each case after reduction for any capital loss carryover). 7.7 The Target Fund will provide the Acquiring Fund with (1) a statement of the respective tax basis and holding period of all investments to be transferred by the Target Fund to the Acquiring Fund, (2) the Target Fund Shareholder Documentation, (3) if requested by the Trust, on behalf of the Acquiring Fund, all workpapers and supporting statements related to ASC 000-00-00 (formerly, FIN 48) pertaining to the Target Fund, (4) the Tax books and records of the Target Fund for purposes of preparing any Returns required by law to be filed for Tax periods ending after the Closing Date, and (5) a statement of earnings and profits as provided in Section 5.9.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete consummate the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder the Acquired Fund pursuant to this Agreement, on or before the Closing Date and, in addition theretoaddition, shall be subject to the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations representations, covenants, and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, and as of the Closing Date Date, with the same force and effect as if made on and as of the such Closing Date; 7.2 . The Safeco Trust Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of on such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Safeco Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate of the Safeco Trust on behalf of executed in the Acquired Fund executed in its Fund’s name by its the Xxxxxx Trust’s President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the such Closing Date, to the such effect that the representations and warranties of the Safeco Trust contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Trust Fund shall reasonably request;. 7.4 7.2 The Safeco Trust Xxxxxx Trust, on behalf of the Acquired Fund Fund, shall have duly executed and delivered to the Acquiring LoCorr Trust such bills of sale, assignments, certificates and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificateother instruments of transfer as may be necessary or desirable to transfer all right, satisfactory to the Acquiring Trust title and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests interest of the Acquired Fund and, based upon such determination, in and to the Acquired Assets. 7.3 The Acquiring Fund shall have approved this received on the Closing Date a certification from the President of the Xxxxxx Trust, dated as of the Closing Date, addressing the following points: (i) The Xxxxxx Trust is a statutory trust validly existing and in good standing under the laws of the State of Delaware and has power to own all of its properties and assets and to carry on its business as presently conducted and described in the registration statement on Form N-1A of the Xxxxxx Trust, and the Acquired Fund is a separate series of the Xxxxxx Trust constituted in accordance with the applicable provisions of the 1940 Act and the Amended and Restated Agreement and Declaration of Trust of the transactions contemplated herebyXxxxxx Trust. (ii) The Xxxxxx Trust is registered with the SEC as an investment company under the 1940 Act and such registration with the SEC is in full force and effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of Pilgrim Trust on behalf of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject Pilgrim Trust's election to the performance by Pilgrim Fund on behalf of the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust Pilgrim Fund on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust Pilgrim Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases Fund's assets and holding periods of such securitiesliabilities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurerof the Pilgrim Fund; 7.3 The Safeco Trust Pilgrim Fund shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Pilgrim Trust and dated as of the Closing Date, to the effect that the representations and warranties of Pilgrim Fund on behalf of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Pilgrim Trust shall reasonably request; 7.4 The Safeco Trust Pilgrim Fund on behalf of Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Pilgrim Fund on behalf of the Acquired Fund shall have delivered to on or before the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired FundClosing Date; 7.5 The Acquired Fund and the Acquiring Trust Fund shall have received at agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1; 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXXthat, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determinationtogether with all previous distributions, shall have approved this Agreement the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the transactions contemplated herebyperiod from the close of its last fiscal year to 4:00 p.m. Eastern time on the Closing; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall bebe subject, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 7.1. All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 7.2. The Safeco Trust Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities a statement of the Acquired Fund pursuant to Paragraph 5.7Fund's assets and liabilities, together with a list of its the Acquired Fund's portfolio securities showing the federal income tax bases basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant TreasurerTreasurer of the Acquired Fund; 7.3 7.3. The Safeco Trust Acquired Fund shall have delivered to the Acquiring Trust Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund executed in its name by its Chairman of the Board, President or Vice President and a its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained Acquired Fund made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the ; and 7.4. The Acquiring Trust shall reasonably request; 7.4 The Safeco Trust on behalf of the Acquired Fund shall have delivered to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at on the Closing Date a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick Xxxxxxx Xxxx & Lockhart XXXXxxxxxxxx, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect counsel to the Acquired Fund, the Board of Trustees in a form satisfactory to Xxxxxxxxx X. Xxxxx, Esq., Secretary of the Safeco Trust shall have determined that Acquiring Fund, covering the following points: (a) the Acquired Fund is a corporation duly organized and validly existing under the laws of the State of Maryland; (b) the Acquired Fund is a closed-end management investment company registered under the 1940 Act; and (c) this Agreement, the Reorganization is in provided for hereunder and the best interests execution of this Agreement have been duly authorized and approved by all requisite action of the Acquired Fund, and this Agreement has been duly executed and delivered by the Acquired Fund and, based upon such determinationassuming due authorization, shall have approved this Agreement execution and delivery by the transactions contemplated herebyAcquiring Fund, is a valid and binding obligation of the Acquired Fund enforceable in accordance with its terms against the assets of the Acquired Fund, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Such opinion may state that it is solely for the benefit of the Acquiring Fund, its Directors and its officers. Such counsel may rely, as to matters governed by the laws of the State of Maryland, on an opinion of Maryland counsel.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 6.1. All representations and warranties of the Safeco Trust Trust, on behalf of the Acquired Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.74.8, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's ’s Treasurer or Assistant Treasurer; 7.3 6.3. The Safeco Trust shall have delivered to the Acquiring Trust Company on the Closing Date a certificate of the Safeco Trust Trust, on behalf of the Acquired Fund Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Trust Company and dated as of the Closing Date, to the effect that the representations and warranties of the Safeco Trust contained in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 Section 6 have been met, and as to such other matters as the Acquiring Trust Company shall reasonably request; 7.4 6.4. The Safeco Trust Trust, on behalf of the Acquired Fund Fund, shall have delivered to the Acquiring Trust Company and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXX xx Xxxxxxed Fuxx Xax and Xxxx LLP an Acquired Fund Tax Representation Certificate, satisfactory to the Acquiring Trust Fund and Wilmer Cutler Pickering Xxxxxx Xxxxxx Xxxxxxxxx Xxxx xxx Xxxr XXXand Xxxx LLP, xxxxxxxxially xx in a form mutually acceptable to the form attached to this Agreement as Annex BCompany and the Trust, concerning certain tax-related matters with respect to the Acquired Fund; 7.5 The Acquiring Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Safeco Trust and related matters of Kirkpatrick & Lockhart XXX, xxxxx as xx xxx Xlosing Date, in a form reasonably satisfactory to Acquiring Trust; and 7.6 With respect to the Acquired Fund, the 6.5. The Board of Trustees of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby.