Common use of Conditions to Acquired Fund’s obligations Clause in Contracts

Conditions to Acquired Fund’s obligations. The obligations of Acquired Fund hereunder shall be subject to the following conditions: <![if !supportLists]>(a) <![endif]>That this Agreement shall have been adopted and the transactions contemplated hereby shall have been approved by the affirmative vote of (i) at least a majority of the Trustees of Series Investment Fund (including a majority of those Trustees who are not “interested persons” of Series Investment Fund, as defined in Section 2(a)(19) of the 1000 Xxx); (ii) at least a majority of the Trustees of Series Investment Fund II (including a majority of those Trustees who are not “interested persons” of Series Investment Fund II, as defined in Section 2(a)(19) of the 1000 Xxx); and (iii) at least a “majority of the outstanding voting securities” of Acquired Fund (as defined in Section 2(a)(42) of the 1940 Act). <![if !supportLists]>(b) <![endif]>Reserved. <![if !supportLists]>(c) <![endif]>That Series Investment Fund II, on behalf of Acquiring Fund, shall have executed and delivered to Acquired Fund an Assumption of Liabilities dated as of the Exchange Date pursuant to which Acquiring Fund will assume all of the liabilities of Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement. <![if !supportLists]>(d) <![endif]>That Series Investment Fund II, on behalf of Acquiring Fund, shall have furnished to Acquired Fund a statement, dated the Exchange Date, signed on behalf of Acquiring Fund by Series Investment Fund II’s President (or any Vice President) and Treasurer (or any Assistant Treasurer) certifying that as of the Valuation Time and as of the Exchange Date all representations and warranties of Acquiring Fund made in this Agreement are true and correct in all material respects as if made at and as of such dates, and that Acquiring Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates. <![if !supportLists]>(e) <![endif]>That there shall not be any material litigation pending or threatened with respect to the matters contemplated by this Agreement. <![if !supportLists]>(f) <![endif]>That Acquired Fund shall have received an opinion of Ropes & Gxxx LLP, in form satisfactory to Acquired Fund and dated the Exchange Date, to the effect that (i) Series Investment Fund II is a business trust duly established and validly existing under the laws of The Commonwealth of Massachusetts, and, to the knowledge of such counsel, is not required to qualify to do business as a foreign association in any jurisdiction except as may be required by state securities or blue sky laws, (ii) this Agreement has been duly authorized, executed, and delivered by Series Investment Fund II, on behalf of Acquiring Fund, and, assuming that the Acquired Fund Proxy Statement complies with the 1934 Act and the 1940 Act and assuming due authorization, execution and delivery of this Agreement by Series Investment Fund, on behalf of Acquired Fund, is a valid and binding obligation of Acquiring Fund, (iii) the Merger Shares to be delivered to Acquired Fund as provided for by this Agreement are duly authorized and upon such delivery will be validly issued and will be fully paid and nonassessable by Acquiring Fund and no shareholder of Acquiring Fund has any preemptive right to subscription or purchase in respect thereof, (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate Series Investment Fund II’s Agreement and Declaration of Trust, as amended, or Bylaws, or any provision of any agreement known to such counsel to which Series Investment Fund II or Acquiring Fund is a party or by which it is bound, it being understood that with respect to investment restrictions as contained in Series Investment Fund II’s Agreement and Declaration of Trust, Bylaws, then current prospectus or statement of additional information, such counsel may rely upon a certificate of an officer of Series Investment Fund II whose responsibility it is to advise Series Investment Fund II and Acquiring Fund with respect to such matters, and (v) no consent, approval, authorization or order of any court or governmental authority is required for the consummation by Series Investment Fund II, on behalf of Acquiring 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 or blue sky laws and the H-S-R Act. <![if !supportLists]>(g) <![endif]>That Acquired Fund shall have received an opinion of Ropes & Gxxx LLP dated the Exchange Date (which opinion would be based upon certain factual representations and subject to certain qualifications), to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes: (i) the transactions contemplated by this Agreement will constitute a reorganization within the meaning of Section 368(a) of the Code and Acquired Fund and Acquiring Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code, (ii) no gain or loss will be recognized by Acquired Fund upon the transfer of the Investments to Acquiring Fund and the assumption by Acquiring Fund of the liabilities of Acquired Fund, or upon the distribution of the Merger Shares by Acquired Fund to its shareholders, pursuant to this Agreement, (iii) no gain or loss will be recognized by the Acquired Fund shareholders on the exchange of their shares of Acquired Fund for Merger Shares, (iv) the aggregate tax basis of the Merger Shares an Acquired Fund shareholder receives in connection with the transaction will be the same as the aggregate tax basis of his or her Acquired Fund shares exchanged therefor, and (v) an Acquired Fund shareholder’s holding period for his or her Merger Shares will be determined by including the period for which he or she held Acquired Fund shares exchanged therefor, provided that the shareholder held Acquired Fund’s shares as a capital asset. The opinion will express no view with respect to the effect of the reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year (or on the termination or transfer thereof) under federal income tax principles. <![if !supportLists]>(h) <![endif]>That all proceedings taken by or on behalf of Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to Acquired Fund and Ropes & Gxxx LLP. <![if !supportLists]>(i) <![endif]>Reserved. <![if !supportLists]>(j) <![endif]>That Acquired Fund shall have received from the Commission, any relevant state securities administrator, the FTC and the Department such order or orders as Ropes & Gxxx LLP deems reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act, any applicable state securities or blue sky laws and the H‑S‑R Act in connection with the transactions contemplated hereby, and that all such orders shall be in full force and effect.

Conditions to Acquired Fund’s obligations. The obligations of Acquired Fund hereunder shall be subject to the following conditions: <![if !supportLists]>(a: (a) <![endif]>That That this Agreement shall have been adopted and the transactions contemplated hereby shall have been approved by the affirmative vote of (i) at least a majority of the Trustees of Series Investment Acquired Fund (including a majority of those Trustees who are not “"interested persons” " of Series Investment Acquired Fund, as defined in Section 2(a)(19) of the 1000 0000 Xxx); (ii) at least a majority of the Trustees of Series Investment Acquiring Fund II (including a majority of those Trustees who are not “"interested persons” " of Series Investment Fund IIAcquiring Fund, as defined in Section 2(a)(19) of the 1000 0000 Xxx); and (iii) at least a “majority of the outstanding voting securities” shares of Acquired Fund voted at a duly constituted meeting. (b) That Acquiring Fund shall have furnished to Acquired Fund a statement of Acquiring Fund's net assets, together with a list of portfolio holdings with values determined as defined provided in Section 2(a)(42) 4 of this Agreement, all as of the 1940 Act). <![if !supportLists]>(b) <![endif]>Reserved. <![if !supportLists]>(c) <![endif]>That Series Investment Fund IIValuation Time, certified on behalf of Acquiring Fund by Acquiring Fund's President (or any Vice President) and Treasurer (or any Assistant Treasurer), and a certificate of both such officers, dated the Exchange Date, to the effect that as of the Valuation Time and as of the Exchange Date there has been no material adverse change in the financial position of Acquiring Fund since October 31, 2001, 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. (c) That Acquiring Fund shall have executed and delivered to Acquired Fund an Assumption of Liabilities dated as of the Exchange Date pursuant to which Acquiring Fund will assume all of the liabilities of Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement. <![if !supportLists]>(d. (d) <![endif]>That Series Investment That Acquiring Fund II, on behalf of Acquiring Fund, shall have furnished to Acquired Fund a statement, dated the Exchange Date, signed on behalf of Acquiring Fund by Series Investment Fund II’s Acquiring Fund's President (or any Vice President) and Treasurer (or any Assistant Treasurer) certifying that as of the Valuation Time and as of the Exchange Date all representations and warranties of Acquiring Fund made in this Agreement are true and correct in all material respects as if made at and as of such dates, and that Acquiring Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates. <![if !supportLists]>(e. (e) <![endif]>That That there shall not be any material litigation pending or threatened with respect to the matters contemplated by this Agreement. <![if !supportLists]>(f. (f) <![endif]>That That Acquired Fund shall have received an opinion of Ropes & Gxxx LLPXxxx, in form satisfactory to Acquired Fund and dated the Exchange Date, to the effect that (i) Series Investment Acquiring Fund II is a business trust duly established and validly existing under in conformity with the laws of The Commonwealth of Massachusetts, and, to the knowledge of such counsel, is not required to qualify to do business as a foreign association in any jurisdiction except as may be required by state securities or blue sky laws, (ii) this Agreement has been duly authorized, executed, executed and delivered by Series Investment Acquiring Fund II, on behalf of Acquiring Fund, and, assuming that the Acquired Fund Prospectus, the Registration Statement and the Proxy Statement complies comply with the 1933 Act, the 1934 Act and the 1940 Act and assuming due authorization, execution and delivery of this Agreement by Series Investment Fund, on behalf of Acquired Fund, is a valid and binding obligation of Acquiring Fund, (iii) the Merger Shares to be delivered to Acquired Fund as provided for by this Agreement are duly authorized and upon such delivery will be validly issued and will be fully paid and nonassessable by Acquiring Fund and no shareholder of Acquiring Fund has any preemptive right to subscription or purchase in respect thereof, (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate Series Investment Fund II’s Acquiring Fund's Agreement and Declaration of Trust, as amended, or BylawsBy-laws, or any provision of any agreement known to such counsel to which Series Investment Fund II or Acquiring Fund is a party or by which it is bound, it being understood that with respect to investment restrictions as contained in Series Investment Fund II’s Acquiring Fund's Agreement and Declaration of Trust, Bylaws, then current prospectus or statement of additional informationinformation or the Registration Statement, such counsel may rely upon a certificate of an officer of Series Investment Acquiring Fund II whose responsibility it is to advise Series Investment Fund II and Acquiring Fund with respect to such matters, and (v) no consent, approval, authorization or order of any court or governmental authority is required for the consummation by Series Investment Acquiring Fund II, on behalf of Acquiring 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 or blue sky laws and the H-S-R Act. <![if !supportLists]>(g, and (vi) <![endif]>That the Registration Statement has become effective under the 1933 Act, and to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act. (g) That Acquired Fund shall have received an opinion of Ropes & Gxxx LLP Xxxx dated the Exchange Date (which opinion would be based upon certain factual representations and subject to certain qualifications), to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes: (i) the transactions contemplated acquisition by this Agreement will constitute Acquiring Fund of substantially all of the assets of Acquired Fund solely in exchange for Merger Shares and the assumption by Acquiring Fund of liabilities of Acquired Fund followed by the distribution of Acquired Fund to its shareholders of Merger Shares in complete liquidation of Acquired Fund, all pursuant to the plan of reorganization, constitutes a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and Acquired Fund and Acquiring Fund will each be a “"party to a reorganization” " within the meaning of Section 368(b) of the Internal Revenue Code, (ii) no gain or loss will be recognized by Acquired Fund upon the transfer of the Investments to Acquiring Fund and the assumption by Acquiring Fund of the liabilities of Acquired Fund, or upon the distribution of the Merger Shares by Acquired Fund to its shareholders, pursuant to this Agreement, (iii) no gain or loss will be recognized by the Acquired Fund shareholders on the exchange of their shares of the Acquired Fund for Merger Shares, ; (iv) the aggregate tax basis of the Merger Shares an a Acquired Fund shareholder receives in connection with the transaction will be the same as the aggregate tax basis of his or her Acquired Fund shares exchanged therefor, and (v) an a Acquired Fund shareholder’s 's holding period for his or her Merger Shares will be determined by including the period for which he or she held Acquired Fund shares exchanged therefortherefore, provided that the shareholder held the Acquired Fund’s 's shares as a capital asset. The opinion will express no view with respect to the effect of the reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year . (or on the termination or transfer thereofh) under federal income tax principles. <![if !supportLists]>(h) <![endif]>That That all proceedings taken by or on behalf of Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to Acquired Fund and Ropes & Gxxx LLP. <![if !supportLists]>(iXxxx. (i) <![endif]>Reserved. <![if !supportLists]>(jThat the Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of Acquiring Fund, threatened by the Commission. (j) <![endif]>That That Acquired Fund shall have received from the Commission, any relevant state securities administrator, the FTC and the Department such order or orders as Ropes & Gxxx LLP Gray deems reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act, any applicable state securities or blue sky laws and the H‑S‑R H-S-R Act in connection with the transactions contemplated hereby, and that all such orders shall be in full force and effect.

Conditions to Acquired Fund’s obligations. The obligations of Acquired Fund hereunder shall be subject to the following conditions: <![if !supportLists]>(a: (a) <![endif]>That That this Agreement shall have been adopted and the transactions contemplated hereby shall have been approved by the affirmative vote of (i) at least a majority of the Trustees of Series Investment Acquired Fund (including a majority of those Trustees who are not “"interested persons” " of Series Investment Acquired Fund, as defined in Section 2(a)(19) of the 1000 0000 Xxx); (ii) at least a majority of the Trustees of Series Investment Acquiring Fund II (including a majority of those Trustees who are not “"interested persons” " of Series Investment Fund IIAcquiring Fund, as defined in Section 2(a)(19) of the 1000 0000 Xxx); and (iii) at least a “majority of the outstanding voting securities” shares of Acquired Fund voted at a duly constituted meeting. (b) That Acquiring Fund shall have furnished to Acquired Fund a statement of Acquiring Fund's net assets, together with a list of portfolio holdings with values determined as defined provided in Section 2(a)(42) 4 of this Agreement, all as of the 1940 Act). <![if !supportLists]>(b) <![endif]>Reserved. <![if !supportLists]>(c) <![endif]>That Series Investment Fund IIValuation Time, certified on behalf of Acquiring Fund by Acquiring Fund's President (or any Vice President) and Treasurer (or any Assistant Treasurer), and a certificate of both such officers, dated the Exchange Date, to the effect that as of the Valuation Time and as of the Exchange Date there has been no material adverse change in the financial position of Acquiring Fund since July 31, 2001, 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. (c) That Acquiring Fund shall have executed and delivered to Acquired Fund an Assumption of Liabilities dated as of the Exchange Date pursuant to which Acquiring Fund will assume all of the liabilities of Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement. <![if !supportLists]>(d. (d) <![endif]>That Series Investment That Acquiring Fund II, on behalf of Acquiring Fund, shall have furnished to Acquired Fund a statement, dated the Exchange Date, signed on behalf of Acquiring Fund by Series Investment Fund II’s Acquiring Fund's President (or any Vice President) and Treasurer (or any Assistant Treasurer) certifying that as of the Valuation Time and as of the Exchange Date all representations and warranties of Acquiring Fund made in this Agreement are true and correct in all material respects as if made at and as of such dates, and that Acquiring Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates. <![if !supportLists]>(e. (e) <![endif]>That That there shall not be any material litigation pending or threatened with respect to the matters contemplated by this Agreement. <![if !supportLists]>(f. (f) <![endif]>That That Acquired Fund shall have received an opinion of Ropes & Gxxx LLPXxxx, in form satisfactory to Acquired Fund and dated the Exchange Date, to the effect that (i) Series Investment Acquiring Fund II is a business trust duly established and validly existing under in conformity with the laws of The Commonwealth of Massachusetts, and, to the knowledge of such counsel, is not required to qualify to do business as a foreign association in any jurisdiction except as may be required by state securities or blue sky laws, (ii) this Agreement has been duly authorized, executed, executed and delivered by Series Investment Acquiring Fund II, on behalf of Acquiring Fund, and, assuming that the Acquired Fund Prospectus, the Registration Statement and the Proxy Statement complies comply with the 1933 Act, the 1934 Act and the 1940 Act and assuming due authorization, execution and delivery of this Agreement by Series Investment Fund, on behalf of Acquired Fund, is a valid and binding obligation of Acquiring Fund, (iii) the Merger Shares to be delivered to Acquired Fund as provided for by this Agreement are duly authorized and upon such delivery will be validly issued and will be fully paid and nonassessable by Acquiring Fund and no shareholder of Acquiring Fund has any preemptive right to subscription or purchase in respect thereof, (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate Series Investment Fund II’s Acquiring Fund's Agreement and Declaration of Trust, as amended, or BylawsBy-laws, or any provision of any agreement known to such counsel to which Series Investment Fund II or Acquiring Fund is a party or by which it is bound, it being understood that with respect to investment restrictions as contained in Series Investment Fund II’s Acquiring Fund's Agreement and Declaration of Trust, Bylaws, then current prospectus or statement of additional informationinformation or the Registration Statement, such counsel may rely upon a certificate of an officer of Series Investment Acquiring Fund II whose responsibility it is to advise Series Investment Fund II and Acquiring Fund with respect to such matters, and (v) no consent, approval, authorization or order of any court or governmental authority is required for the consummation by Series Investment Acquiring Fund II, on behalf of Acquiring 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 or blue sky laws and the H-S-R Act. <![if !supportLists]>(g, and (vi) <![endif]>That the Registration Statement has become effective under the 1933 Act, and to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act. (g) That Acquired Fund shall have received an opinion of Ropes & Gxxx LLP Xxxx dated the Exchange Date (which opinion would be based upon certain factual representations and subject to certain qualifications), to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes: (i) the transactions contemplated acquisition by this Agreement will constitute Acquiring Fund of substantially all of the assets of Acquired Fund solely in exchange for Merger Shares and the assumption by Acquiring Fund of liabilities of Acquired Fund followed by the distribution of Acquired Fund to its shareholders of Merger Shares in complete liquidation of Acquired Fund, all pursuant to the plan of reorganization, constitutes a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and Acquired Fund and Acquiring Fund will each be a “"party to a reorganization” " within the meaning of Section 368(b) of the Internal Revenue Code, (ii) no gain or loss will be recognized by Acquired Fund upon the transfer of the Investments to Acquiring Fund and the assumption by Acquiring Fund of the liabilities of Acquired Fund, or upon the distribution of the Merger Shares by Acquired Fund to its shareholders, pursuant to this Agreement, (iii) no gain or loss will be recognized by the Acquired Fund shareholders on the exchange of their shares of the Acquired Fund for Merger Shares, ; (iv) the aggregate tax basis of the Merger Shares an a Acquired Fund shareholder receives in connection with the transaction will be the same as the aggregate tax basis of his or her Acquired Fund shares exchanged therefor, and (v) an a Acquired Fund shareholder’s 's holding period for his or her Merger Shares will be determined by including the period for which he or she held Acquired Fund shares exchanged therefor, provided that the shareholder held the Acquired Fund’s 's shares as a capital asset. The opinion will express no view with respect to the effect of the reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year . (or on the termination or transfer thereofh) under federal income tax principles. <![if !supportLists]>(h) <![endif]>That That all proceedings taken by or on behalf of Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to Acquired Fund and Ropes & Gxxx LLP. <![if !supportLists]>(iXxxx. (i) <![endif]>Reserved. <![if !supportLists]>(jThat the Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of Acquiring Fund, threatened by the Commission. (j) <![endif]>That That Acquired Fund shall have received from the Commission, any relevant state securities administrator, the FTC and the Department such order or orders as Ropes & Gxxx LLP Gray deems reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act, any applicable state securities or blue sky laws and the H‑S‑R H-S-R Act in connection with the transactions contemplated hereby, and that all such orders shall be in full force and effect.

Conditions to Acquired Fund’s obligations. The obligations of Acquired Fund hereunder shall will be subject to the following conditions: <![if !supportLists]>(a: (a) <![endif]>That That this Agreement shall will have been adopted and the transactions contemplated hereby shall will have been approved by the affirmative vote of (i) at least a majority of the Directors of Acquired Fund (including a majority of those Directors who are not "interested persons" of Acquired Fund, as defined in Section 2(a)(19) of the 1940 Act), (ii) holders of a majority of the outstanding shares of Acquired Fund, (iii) a majority of the Trustees of Series Investment Acquiring Fund (including a majority of those Trustees who are not “"interested persons” " of Series Investment Acquiring Fund, as defined in Section 2(a)(19) of the 1000 Xxx); (ii) at least a majority of the Trustees of Series Investment Fund II (including a majority of those Trustees who are not “interested persons” of Series Investment Fund II, as defined in Section 2(a)(19) of the 1000 Xxx); and (iii) at least a “majority of the outstanding voting securities” of Acquired Fund (as defined in Section 2(a)(42) of the 1940 Act). <![if !supportLists]>(b, and (iv) <![endif]>Reserved. <![if !supportLists]>(c) <![endif]>That Series Investment Fund II, on behalf of Acquiring Fund, as the sole Member of Merger Sub. (b) No demands for appraisal shall have executed and delivered to been or none may still be made in accordance with DGCL Section 262, or if such demands for appraisal have been made or may still be made in accordance with Delaware law, the Boards of the Acquired Fund an Assumption of Liabilities dated as of and Acquiring Fund have determined to continue the Exchange Date pursuant to which Reorganization notwithstanding such demands. (c) That Acquiring Fund will assume all of the liabilities of Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement. <![if !supportLists]>(d) <![endif]>That Series Investment Fund II, on behalf of Acquiring Fund, shall have furnished to Acquired Fund a statementstatement of Acquiring Fund's assets and liabilities, dated together with a list of portfolio holdings with values determined as provided in Section 2 of this Agreement, all as of the Exchange Valuation Date, signed certified on behalf of Acquiring Fund by Series Investment Fund II’s Acquiring Fund's President (or any Vice President) and Treasurer (or Assistant 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 Acquiring Fund since December 31, 2008, other than changes in its portfolio securities since that date, changes in the market value of its portfolio securities or changes due to dividends paid or losses from operations. (d) That Acquiring Fund will have furnished to Acquired Fund a statement, dated the Closing Date, signed on behalf of Acquiring Fund by Acquiring Fund's President (or any Vice President) and Treasurer (or Assistant Treasurer) certifying that as of the Valuation Time Date and as of the Exchange Closing Date all representations and warranties of Acquiring Fund made in this Agreement are true and correct in all material respects as if made at and as of such dates, and that Acquiring Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates. <![if !supportLists]>(e. (e) <![endif]>That That there shall will not be any material litigation pending or threatened with respect to the matters contemplated by this Agreement. <![if !supportLists]>(f. (f) <![endif]>That That Acquired Fund shall will have received an opinion of Ropes & Gxxx LLPGray LLP axx/xr Morris, Nichols, Arsht & Tunnell LLX, xxxxd the Closing Date, in form satisfactory to Acquired Fund and dated the Exchange DateFund, to the effect that (i) Series Investment Acquiring Fund II is a business statutory trust duly established and formed, validly existing under and in good standing in conformity with the laws of The Commonwealth the State of MassachusettsDelaware and, to the knowledge of such counsel, is not required to qualify to do business as a foreign association in any jurisdiction where it is not so qualified, except as may be required by state securities or blue sky laws or where the failure to so qualify would not have a material adverse effect on the ability of Acquiring Fund to consummate the transactions contemplated hereunder, (ii) Merger Sub is a limited liability company duly formed, validly existing and in good standing in conformity with the laws of the State of Delaware, and, to the knowledge of such counsel, is not required to qualify to do business as a foreign association in any jurisdiction where it is not so qualified, except as may be required by state securities or blue sky lawslaws or where the failure to so qualify would not have a material adverse effect on the ability of Merger Sub to consummate the transactions contemplated hereunder, (iiiii) this Agreement has been duly authorized, executed, executed and delivered by Series Investment Acquiring Fund II, on behalf of Acquiring Fundand Merger Sub, and, assuming that the Acquired Fund Proxy Statement complies with the 1934 Act and the 1940 Act and assuming due authorization, execution and delivery of this Agreement by Series Investment Fund, on behalf of Acquired Fund, is a valid and binding obligation of Acquiring FundFund and Merger Sub, (iiiiv) the Merger Shares to be delivered to Acquired Fund as provided for by this Agreement are duly authorized and upon such delivery will be validly issued and will be fully paid and nonassessable by Acquiring Fund (except as set forth in the Registration Statement) and no shareholder of Acquiring Fund has any preemptive right to subscription or purchase in respect thereofany such Merger Shares, (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate Series Investment Fund II’s Agreement and Declaration of Trust, as amended, or Bylaws, or any provision of any agreement known to such counsel to which Series Investment Fund II or Acquiring Fund is a party or by which it is bound, it being understood that with respect to investment restrictions as contained in Series Investment Fund II’s Agreement and Declaration of Trust, Bylaws, then current prospectus or statement of additional information, such counsel may rely upon a certificate of an officer of Series Investment Fund II whose responsibility it is to advise Series Investment Fund II and Acquiring Fund with respect to such matters, and (v) no consent, approval, authorization or order of any court or governmental authority is required for the consummation by Series Investment Acquiring Fund II, on behalf of Acquiring Fund, or Merger Sub 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 or blue sky laws and the H-S-R Act. <![if !supportLists]>(g, and (vi) <![endif]>That the Registration Statement has become effective under the 1933 Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act. (g) That Acquired Fund shall will have received an opinion a Tax Opinion of Ropes & Gxxx Gray LLP dated dxxxx as of the Exchange Closing Date (the substance of which opinion would be based upon certain factual representations is described above in Section 8(g)) and subject to certain qualifications), reasonably satisfactory to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes: (i) the transactions contemplated by this Agreement will constitute a reorganization within the meaning of Section 368(a) of the Code and Acquired Fund and Acquiring Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code, (ii) no gain or loss will be recognized by Acquired Fund upon the transfer of the Investments to Acquiring Fund and the assumption by Acquiring Fund of the liabilities of Acquired Fund, or upon the distribution of the Merger Shares by Acquired Fund to its shareholders, pursuant to this Agreement, (iii) no gain or loss will be recognized by the Acquired Fund shareholders on the exchange of their shares of Acquired Fund for Merger Shares, (iv) the aggregate tax basis of the Merger Shares an Acquired Fund shareholder receives in connection with the transaction will be the same as the aggregate tax basis of his or her Acquired Fund shares exchanged therefor, and (v) an Acquired Fund shareholder’s holding period for his or her Merger Shares will be determined by including the period for which he or she held Acquired Fund shares exchanged therefor, provided that the shareholder held Acquired Fund’s shares as a capital asset. The opinion Tax Opinion will not express no any view with respect to the effect of the reorganization transactions contemplated by this Agreement on any transferred asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles (i) at the end of a taxable year or (or ii) on the termination or transfer thereofthereof without reference to whether such a termination or transfer would otherwise be a taxable transaction. The Tax Opinion may state that it is based on certain factual representations and subject to certain qualifications. The Tax Opinion may also state that it is not a guarantee that the tax consequences of the transactions contemplated by this Agreement will be as described in such opinion. (h) under federal income tax principles. <![if !supportLists]>(h) <![endif]>That That all proceedings taken by or on behalf of Acquiring Fund and Merger Sub in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall will be satisfactory in form and substance to Acquired Fund and Ropes & Gxxx Gray LLP. <![if !supportLists]>(i. (i) <![endif]>Reserved. <![if !supportLists]>(jThat the Registration Statement will have become effective under the 1933 Act and no stop order suspending such effectiveness will have been instituted or, to the knowledge of Acquiring Fund, threatened by the Commission. (j) <![endif]>That That Acquired Fund shall will have received from the Commission, any relevant state securities administrator, the FTC and the Department such order or orders as Ropes & Gxxx Gray LLP deems dxxxx reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act, any applicable state securities or blue sky laws and the H‑S‑R H-S-R Act in connection with the transactions contemplated hereby, hereby and that all such orders shall will be in full force and effect. (k) That the Merger Shares shall have been accepted for listing by the New York Stock Exchange. (l) The Acquired Fund will have received an opinion of Morris, Nichols, Arsht & Tunnell LLX xx xxch form and addressing such matters as the Funds may mutually agree.

Conditions to Acquired Fund’s obligations. The obligations of Acquired Fund hereunder shall will be subject to the following conditions: <![if !supportLists]>(a: (a) <![endif]>That That this Agreement shall will have been adopted and the transactions contemplated hereby shall will have been approved by the affirmative vote of (i) at least a majority of the Directors of Acquired Fund (including a majority of those Directors who are not “interested persons” of Acquired Fund, as defined in Section 2(a)(19) of the 1940 Act), (ii) holders of a majority of the outstanding shares of Acquired Fund, (iii) a majority of the Trustees of Series Investment Acquiring Fund (including a majority of those Trustees who are not “interested persons” of Series Investment Acquiring Fund, as defined in Section 2(a)(19) of the 1000 Xxx); (ii) at least a majority of the Trustees of Series Investment Fund II (including a majority of those Trustees who are not “interested persons” of Series Investment Fund II, as defined in Section 2(a)(19) of the 1000 Xxx); and (iii) at least a “majority of the outstanding voting securities” of Acquired Fund (as defined in Section 2(a)(42) of the 1940 Act). <![if !supportLists]>(b, and (iv) <![endif]>Reserved. <![if !supportLists]>(c) <![endif]>That Series Investment Fund II, on behalf of Acquiring Fund, as the sole Member of Merger Sub. (b) No demands for appraisal shall have executed and delivered to been or none may still be made in accordance with DGCL Section 262, or if such demands for appraisal have been made or may still be made in accordance with Delaware law, the Boards of the Acquired Fund an Assumption of Liabilities dated as of and Acquiring Fund have determined to continue the Exchange Date pursuant to which Reorganization notwithstanding such demands. (c) That Acquiring Fund will assume all of the liabilities of Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement. <![if !supportLists]>(d) <![endif]>That Series Investment Fund II, on behalf of Acquiring Fund, shall have furnished to Acquired Fund a statementstatement of Acquiring Fund’s assets and liabilities, dated together with a list of portfolio holdings with values determined as provided in Section 2 of this Agreement, all as of the Exchange Valuation Date, signed certified on behalf of Acquiring Fund by Series Investment Fund IIAcquiring Fund’s President (or any Vice President) and Treasurer (or Assistant 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 Acquiring Fund since December 31, 2008, other than changes in its portfolio securities since that date, changes in the market value of its portfolio securities or changes due to dividends paid or losses from operations. (d) That Acquiring Fund will have furnished to Acquired Fund a statement, dated the Closing Date, signed on behalf of Acquiring Fund by Acquiring Fund’s President (or any Vice President) and Treasurer (or Assistant Treasurer) certifying that as of the Valuation Time Date and as of the Exchange Closing Date all representations and warranties of Acquiring Fund made in this Agreement are true and correct in all material respects as if made at and as of such dates, and that Acquiring Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates. <![if !supportLists]>(e. (e) <![endif]>That That there shall will not be any material litigation pending or threatened with respect to the matters contemplated by this Agreement. <![if !supportLists]>(f. (f) <![endif]>That That Acquired Fund shall will have received an opinion of Ropes & Gxxx Xxxx LLP and/or Morris, Nichols, Arsht & Xxxxxxx LLP, dated the Closing Date, in form satisfactory to Acquired Fund and dated the Exchange DateFund, to the effect that (i) Series Investment Acquiring Fund II is a business statutory trust duly established and formed, validly existing under and in good standing in conformity with the laws of The Commonwealth the State of MassachusettsDelaware and, to the knowledge of such counsel, is not required to qualify to do business as a foreign association in any jurisdiction where it is not so qualified, except as may be required by state securities or blue sky laws or where the failure to so qualify would not have a material adverse effect on the ability of Acquiring Fund to consummate the transactions contemplated hereunder, (ii) Merger Sub is a limited liability company duly formed, validly existing and in good standing in conformity with the laws of the State of Delaware, and, to the knowledge of such counsel, is not required to qualify to do business as a foreign association in any jurisdiction where it is not so qualified, except as may be required by state securities or blue sky lawslaws or where the failure to so qualify would not have a material adverse effect on the ability of Merger Sub to consummate the transactions contemplated hereunder, (iiiii) this Agreement has been duly authorized, executed, executed and delivered by Series Investment Acquiring Fund II, on behalf of Acquiring Fundand Merger Sub, and, assuming that the Acquired Fund Proxy Statement complies with the 1934 Act and the 1940 Act and assuming due authorization, execution and delivery of this Agreement by Series Investment Fund, on behalf of Acquired Fund, is a valid and binding obligation of Acquiring FundFund and Merger Sub, (iiiiv) the Merger Shares to be delivered to Acquired Fund as provided for by this Agreement are duly authorized and upon such delivery will be validly issued and will be fully paid and nonassessable by Acquiring Fund (except as set forth in the Registration Statement) and no shareholder of Acquiring Fund has any preemptive right to subscription or purchase in respect thereofany such Merger Shares, (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate Series Investment Fund II’s Agreement and Declaration of Trust, as amended, or Bylaws, or any provision of any agreement known to such counsel to which Series Investment Fund II or Acquiring Fund is a party or by which it is bound, it being understood that with respect to investment restrictions as contained in Series Investment Fund II’s Agreement and Declaration of Trust, Bylaws, then current prospectus or statement of additional information, such counsel may rely upon a certificate of an officer of Series Investment Fund II whose responsibility it is to advise Series Investment Fund II and Acquiring Fund with respect to such matters, and (v) no consent, approval, authorization or order of any court or governmental authority is required for the consummation by Series Investment Acquiring Fund II, on behalf of Acquiring Fund, or Merger Sub 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 or blue sky laws and the H-S-R Act. <![if !supportLists]>(g, and (vi) <![endif]>That the Registration Statement has become effective under the 1933 Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act. (g) That Acquired Fund shall will have received an opinion a Tax Opinion of Ropes & Gxxx Xxxx LLP dated as of the Exchange Closing Date (the substance of which opinion would be based upon certain factual representations is described above in Section 8(g)) and subject to certain qualifications), reasonably satisfactory to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes: (i) the transactions contemplated by this Agreement will constitute a reorganization within the meaning of Section 368(a) of the Code and Acquired Fund and Acquiring Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code, (ii) no gain or loss will be recognized by Acquired Fund upon the transfer of the Investments to Acquiring Fund and the assumption by Acquiring Fund of the liabilities of Acquired Fund, or upon the distribution of the Merger Shares by Acquired Fund to its shareholders, pursuant to this Agreement, (iii) no gain or loss will be recognized by the Acquired Fund shareholders on the exchange of their shares of Acquired Fund for Merger Shares, (iv) the aggregate tax basis of the Merger Shares an Acquired Fund shareholder receives in connection with the transaction will be the same as the aggregate tax basis of his or her Acquired Fund shares exchanged therefor, and (v) an Acquired Fund shareholder’s holding period for his or her Merger Shares will be determined by including the period for which he or she held Acquired Fund shares exchanged therefor, provided that the shareholder held Acquired Fund’s shares as a capital asset. The opinion Tax Opinion will not express no any view with respect to the effect of the reorganization transactions contemplated by this Agreement on any transferred asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles (i) at the end of a taxable year or (or ii) on the termination or transfer thereofthereof without reference to whether such a termination or transfer would otherwise be a taxable transaction. The Tax Opinion may state that it is based on certain factual representations and subject to certain qualifications. The Tax Opinion may also state that it is not a guarantee that the tax consequences of the transactions contemplated by this Agreement will be as described in such opinion. (h) under federal income tax principles. <![if !supportLists]>(h) <![endif]>That That all proceedings taken by or on behalf of Acquiring Fund and Merger Sub in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall will be satisfactory in form and substance to Acquired Fund and Ropes & Gxxx Xxxx LLP. <![if !supportLists]>(i. (i) <![endif]>Reserved. <![if !supportLists]>(jThat the Registration Statement will have become effective under the 1933 Act and no stop order suspending such effectiveness will have been instituted or, to the knowledge of Acquiring Fund, threatened by the Commission. (j) <![endif]>That That Acquired Fund shall will have received from the Commission, any relevant state securities administrator, the FTC and the Department such order or orders as Ropes & Gxxx Xxxx LLP deems reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act, any applicable state securities or blue sky laws and the H‑S‑R H-S-R Act in connection with the transactions contemplated hereby, hereby and that all such orders shall will be in full force and effect. (k) That the Merger Shares shall have been accepted for listing by the New York Stock Exchange. (l) The Acquired Fund will have received an opinion of Morris, Nichols, Arsht & Xxxxxxx LLP in such form and addressing such matters as the Funds may mutually agree.

Conditions to Acquired Fund’s obligations. The obligations of Acquired Fund hereunder shall be subject to the following conditions: <![if !supportLists]>(a: (a) <![endif]>That That this Agreement shall have been adopted and the transactions contemplated hereby shall have been approved by the affirmative vote of (i) at least a majority of the Trustees of Series Investment Acquired Fund (including a majority of those Trustees who are not “"interested persons” " of Series Investment Acquired Fund, as defined in Section 2(a)(19) of the 1000 0000 Xxx); (ii) at least a majority of the Trustees of Series Investment Acquiring Fund II (including a majority of those Trustees who are not “"interested persons” " of Series Investment Fund IIAcquiring Fund, as defined in Section 2(a)(19) of the 1000 0000 Xxx); and (iii) at least a “majority of the outstanding voting securities” shares of Acquired Fund voted at a duly constituted meeting. (b) That Acquiring Fund shall have furnished to Acquired Fund a statement of Acquiring Fund's net assets, together with a list of portfolio holdings with values determined as defined provided in Section 2(a)(42) 4 of this Agreement, all as of the 1940 Act). <![if !supportLists]>(b) <![endif]>Reserved. <![if !supportLists]>(c) <![endif]>That Series Investment Fund IIValuation Time, certified on behalf of Acquiring Fund by Acquiring Fund's President (or any Vice President) and Treasurer (or any Assistant Treasurer), and a certificate of both such officers, dated the Exchange Date, to the effect that as of the Valuation Time and as of the Exchange Date there has been no material adverse change in the financial position of Acquiring Fund since December 31, 2001, 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. (c) That Acquiring Fund shall have executed and delivered to Acquired Fund an Assumption of Liabilities dated as of the Exchange Date pursuant to which Acquiring Fund will assume all of the liabilities of Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement. <![if !supportLists]>(d. (d) <![endif]>That Series Investment That Acquiring Fund II, on behalf of Acquiring Fund, shall have furnished to Acquired Fund a statement, dated the Exchange Date, signed on behalf of Acquiring Fund by Series Investment Fund II’s Acquiring Fund's President (or any Vice President) and Treasurer (or any Assistant Treasurer) certifying that as of the Valuation Time and as of the Exchange Date all representations and warranties of Acquiring Fund made in this Agreement are true and correct in all material respects as if made at and as of such dates, and that Acquiring Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates. <![if !supportLists]>(e. (e) <![endif]>That That there shall not be any material litigation pending or threatened with respect to the matters contemplated by this Agreement. <![if !supportLists]>(f. (f) <![endif]>That That Acquired Fund shall have received an opinion of Ropes & Gxxx LLPXxxx, in form satisfactory to Acquired Fund and dated the Exchange Date, to the effect that (i) Series Investment Acquiring Fund II is a business trust duly established and validly existing under in conformity with the laws of The Commonwealth of Massachusetts, and, to the knowledge of such counsel, is not required to qualify to do business as a foreign association in any jurisdiction except as may be required by state securities or blue sky laws, (ii) this Agreement has been duly authorized, executed, executed and delivered by Series Investment Acquiring Fund II, on behalf of Acquiring Fund, and, assuming that the Acquired Fund Prospectus, the Registration Statement and the Proxy Statement complies comply with the 1933 Act, the 1934 Act and the 1940 Act and assuming due authorization, execution and delivery of this Agreement by Series Investment Fund, on behalf of Acquired Fund, is a valid and binding obligation of Acquiring Fund, (iii) the Merger Shares to be delivered to Acquired Fund as provided for by this Agreement are duly authorized and upon such delivery will be validly issued and will be fully paid and nonassessable by Acquiring Fund and no shareholder of Acquiring Fund has any preemptive right to subscription or purchase in respect thereof, (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate Series Investment Fund II’s Acquiring Fund's Agreement and Declaration of Trust, as amended, or BylawsBy-laws, or any provision of any agreement known to such counsel to which Series Investment Fund II or Acquiring Fund is a party or by which it is bound, it being understood that with respect to investment restrictions as contained in Series Investment Fund II’s Acquiring Fund's Agreement and Declaration of Trust, Bylaws, then current prospectus or statement of additional informationinformation or the Registration Statement, such counsel may rely upon a certificate of an officer of Series Investment Acquiring Fund II whose responsibility it is to advise Series Investment Fund II and Acquiring Fund with respect to such matters, and (v) no consent, approval, authorization or order of any court or governmental authority is required for the consummation by Series Investment Acquiring Fund II, on behalf of Acquiring 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 or blue sky laws and the H-S-R Act. <![if !supportLists]>(g, and (vi) <![endif]>That the Registration Statement has become effective under the 1933 Act, and to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act. (g) That Acquired Fund shall have received an opinion of Ropes & Gxxx LLP Xxxx dated the Exchange Date (which opinion would be based upon certain factual representations and subject to certain qualifications), to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes: (i) the transactions contemplated acquisition by this Agreement will constitute Acquiring Fund of substantially all of the assets of Acquired Fund solely in exchange for Merger Shares and the assumption by Acquiring Fund of liabilities of Acquired Fund followed by the distribution of Acquired Fund to its shareholders of Merger Shares in complete liquidation of Acquired Fund, all pursuant to the plan of reorganization, constitutes a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and Acquired Fund and Acquiring Fund will each be a “"party to a reorganization” " within the meaning of Section 368(b) of the Internal Revenue Code, (ii) no gain or loss will be recognized by Acquired Fund upon the transfer of the Investments to Acquiring Fund and the assumption by Acquiring Fund of the liabilities of Acquired Fund, or upon the distribution of the Merger Shares by Acquired Fund to its shareholders, pursuant to this Agreement, (iii) no gain or loss will be recognized by the Acquired Fund shareholders on the exchange of their shares of the Acquired Fund for Merger Shares, ; (iv) the aggregate tax basis of the Merger Shares an a Acquired Fund shareholder receives in connection with the transaction will be the same as the aggregate tax basis of his or her Acquired Fund shares exchanged therefor, and (v) an a Acquired Fund shareholder’s 's holding period for his or her Merger Shares will be determined by including the period for which he or she held Acquired Fund shares exchanged therefortherefore, provided that the shareholder held the Acquired Fund’s 's shares as a capital asset. The opinion will express no view with respect to the effect of the reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year . (or on the termination or transfer thereofh) under federal income tax principles. <![if !supportLists]>(h) <![endif]>That That all proceedings taken by or on behalf of Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to Acquired Fund and Ropes & Gxxx LLP. <![if !supportLists]>(iXxxx. (i) <![endif]>Reserved. <![if !supportLists]>(jThat the Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of Acquiring Fund, threatened by the Commission. (j) <![endif]>That That Acquired Fund shall have received from the Commission, any relevant state securities administrator, the FTC and the Department such order or orders as Ropes & Gxxx LLP Gray deems reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act, any applicable state securities or blue sky laws and the H‑S‑R H-S-R Act in connection with the transactions contemplated hereby, and that all such orders shall be in full force and effect.

Conditions to Acquired Fund’s obligations. The obligations of Acquired Fund hereunder shall be subject to the following conditions: <![if !supportLists]>(a: (a) <![endif]>That That this Agreement shall have been adopted and the transactions contemplated hereby shall have been approved by the affirmative vote of (i) at least a majority of the Trustees of Series Investment Acquired Fund (including a majority of those Trustees who are not “"interested persons” " of Series Investment Acquired Fund, as defined in Section 2(a)(19) of the 1000 0000 Xxx); (ii) at least a majority of the Trustees of Series Investment Acquiring Fund II (including a majority of those Trustees who are not “"interested persons” " of Series Investment Fund IIAcquiring Fund, as defined in Section 2(a)(19) of the 1000 0000 Xxx); and (iii) at least a “majority of the outstanding voting securities” shares of Acquired Fund voted at a duly constituted meeting. (b) That Acquiring Fund shall have furnished to Acquired Fund a statement of Acquiring Fund's net assets, together with a list of portfolio holdings with values determined as defined provided in Section 2(a)(42) 4 of this Agreement, all as of the 1940 Act). <![if !supportLists]>(b) <![endif]>Reserved. <![if !supportLists]>(c) <![endif]>That Series Investment Fund IIValuation Time, certified on behalf of Acquiring Fund by Acquiring Fund's President (or any Vice President) and Treasurer (or any Assistant Treasurer), and a certificate of both such officers, dated the Exchange Date, to the effect that as of the Valuation Time and as of the Exchange Date there has been no material adverse change in the financial position of Acquiring Fund since June 30, 2001, 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. (c) That Acquiring Fund shall have executed and delivered to Acquired Fund an Assumption of Liabilities dated as of the Exchange Date pursuant to which Acquiring Fund will assume all of the liabilities of Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement. <![if !supportLists]>(d. (d) <![endif]>That Series Investment That Acquiring Fund II, on behalf of Acquiring Fund, shall have furnished to Acquired Fund a statement, dated the Exchange Date, signed on behalf of Acquiring Fund by Series Investment Fund II’s Acquiring Fund's President (or any Vice President) and Treasurer (or any Assistant Treasurer) certifying that as of the Valuation Time and as of the Exchange Date all representations and warranties of Acquiring Fund made in this Agreement are true and correct in all material respects as if made at and as of such dates, and that Acquiring Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates. <![if !supportLists]>(e. (e) <![endif]>That That there shall not be any material litigation pending or threatened with respect to the matters contemplated by this Agreement. <![if !supportLists]>(f. (f) <![endif]>That That Acquired Fund shall have received an opinion of Ropes & Gxxx LLPXxxx, in form satisfactory to Acquired Fund and dated the Exchange Date, to the effect that (i) Series Investment Acquiring Fund II is a business trust duly established and validly existing under in conformity with the laws of The Commonwealth of Massachusetts, and, to the knowledge of such counsel, is not required to qualify to do business as a foreign association in any jurisdiction except as may be required by state securities or blue sky laws, (ii) this Agreement has been duly authorized, executed, executed and delivered by Series Investment Acquiring Fund II, on behalf of Acquiring Fund, and, assuming that the Acquired Fund Prospectus, the Registration Statement and the Proxy Statement complies comply with the 1933 Act, the 1934 Act and the 1940 Act and assuming due authorization, execution and delivery of this Agreement by Series Investment Fund, on behalf of Acquired Fund, is a valid and binding obligation of Acquiring Fund, (iii) the Merger Shares to be delivered to Acquired Fund as provided for by this Agreement are duly authorized and upon such delivery will be validly issued and will be fully paid and nonassessable by Acquiring Fund and no shareholder of Acquiring Fund has any preemptive right to subscription or purchase in respect thereof, (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate Series Investment Fund II’s Acquiring Fund's Agreement and Declaration of Trust, as amended, or BylawsBy-laws, or any provision of any agreement known to such counsel to which Series Investment Fund II or Acquiring Fund is a party or by which it is bound, it being understood that with respect to investment restrictions as contained in Series Investment Fund II’s Acquiring Fund's Agreement and Declaration of Trust, Bylaws, then current prospectus or statement of additional informationinformation or the Registration Statement, such counsel may rely upon a certificate of an officer of Series Investment Acquiring Fund II whose responsibility it is to advise Series Investment Fund II and Acquiring Fund with respect to such matters, and (v) no consent, approval, authorization or order of any court or governmental authority is required for the consummation by Series Investment Acquiring Fund II, on behalf of Acquiring 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 or blue sky laws and the H-S-R Act. <![if !supportLists]>(g, and (vi) <![endif]>That the Registration Statement has become effective under the 1933 Act, and to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act. (g) That Acquired Fund shall have received an opinion of Ropes & Gxxx LLP Xxxx dated the Exchange Date (which opinion would be based upon certain factual representations and subject to certain qualifications), to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes: (i) the transactions contemplated acquisition by this Agreement will constitute Acquiring Fund of substantially all of the assets of Acquired Fund solely in exchange for Merger Shares and the assumption by Acquiring Fund of liabilities of Acquired Fund followed by the distribution of Acquired Fund to its shareholders of Merger Shares in complete liquidation of Acquired Fund, all pursuant to the plan of reorganization, constitutes a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and Acquired Fund and Acquiring Fund will each be a “"party to a reorganization” " within the meaning of Section 368(b) of the Internal Revenue Code, (ii) no gain or loss will be recognized by Acquired Fund upon the transfer of the Investments to Acquiring Fund and the assumption by Acquiring Fund of the liabilities of Acquired Fund, or upon the distribution of the Merger Shares by Acquired Fund to its shareholders, pursuant to this Agreement, (iii) no gain or loss will be recognized by the Acquired Fund shareholders on the exchange of their shares of the Acquired Fund for Merger Shares, ; (iv) the aggregate tax basis of the Merger Shares an a Acquired Fund shareholder receives in connection with the transaction will be the same as the aggregate tax basis of his or her Acquired Fund shares exchanged therefor, and (v) an a Acquired Fund shareholder’s 's holding period for his or her Merger Shares will be determined by including the period for which he or she held Acquired Fund shares exchanged therefortherefore, provided that the shareholder held the Acquired Fund’s 's shares as a capital asset. The opinion will express no view with respect to the effect of the reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year . (or on the termination or transfer thereofh) under federal income tax principles. <![if !supportLists]>(h) <![endif]>That That all proceedings taken by or on behalf of Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to Acquired Fund and Ropes & Gxxx LLP. <![if !supportLists]>(iXxxx. (i) <![endif]>Reserved. <![if !supportLists]>(jThat the Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of Acquiring Fund, threatened by the Commission. (j) <![endif]>That That Acquired Fund shall have received from the Commission, any relevant state securities administrator, the FTC and the Department such order or orders as Ropes & Gxxx LLP Gray deems reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act, any applicable state securities or blue sky laws and the H‑S‑R H-S-R Act in connection with the transactions contemplated hereby, and that all such orders shall be in full force and effect.

Conditions to Acquired Fund’s obligations. The obligations of Acquired Fund hereunder shall be subject to the following conditions: <![if !supportLists]>(a: (a) <![endif]>That That this Agreement shall have been is adopted and the transactions contemplated hereby shall have been are approved by the affirmative vote of (i) at least a majority of the Trustees of Series Investment Acquired Fund (including a majority of those Trustees who are not “interested persons” persons of Series Investment Acquired Fund, as defined in Section 2(a)(19) of the 1000 0000 Xxx); ) and (ii) at least a majority of the Trustees of Series Investment Acquiring Fund II (including a majority of those Trustees who are not “interested persons” persons of Series Investment Fund IIAcquiring Fund, as defined in Section 2(a)(19) of the 1000 Xxx); and (iii) at least a “majority of the outstanding voting securities” of Acquired Fund (as defined in Section 2(a)(42) of the 1940 Act). <![if !supportLists]>(b. (b) <![endif]>Reserved. <![if !supportLists]>(c) <![endif]>That Series Investment That Acquiring Fund IIwill have furnished to Acquired Fund a statement of Acquiring Funds net assets, together with a list of portfolio holdings with values determined as provided in Section 4 of this Agreement, all as of the Valuation Time, certified on behalf of Acquiring FundFund by Acquiring Funds President (or any Vice President) and Treasurer (or any Assistant or Associate Treasurer), shall and a certificate of both such officers, dated the Exchange Date, to the effect that as of the Valuation Time and as of the Exchange Date there has been no material adverse change in the financial position of Acquiring Fund since July 31, 2016, 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. (c) That Acquiring Fund will have executed and delivered to Acquired Fund an Assumption of Liabilities dated as of the Exchange Date pursuant to which Acquiring Fund will assume all of the liabilities of Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement. <![if !supportLists]>(d. (d) <![endif]>That Series Investment That Acquiring Fund II, on behalf of Acquiring Fund, shall will have furnished to Acquired Fund a statement, dated the Exchange Date, signed on behalf of Acquiring Fund by Series Investment Fund II’s Acquiring Funds President (or any Vice President) and Treasurer (or any Assistant or Associate Treasurer) certifying that as of the Valuation Time and as of the Exchange Date all representations and warranties of Acquiring Fund made in this Agreement are true and correct in all material respects as if made at and as of such dates, and that Acquiring Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates. <![if !supportLists]>(e. (e) <![endif]>That That there shall not be any is no material litigation pending or threatened with respect to the matters contemplated by this Agreement. <![if !supportLists]>(f. (f) <![endif]>That That Acquired Fund shall will have received an opinion of Ropes & Gxxx Xxxx LLP, in form satisfactory to Acquired Fund and dated the Exchange Date, to the effect that (i) Series Investment Acquiring Fund II is a series of the Trust, a business trust duly established and validly existing under in conformity with the laws of The Commonwealth of Massachusetts, and, to the knowledge of such counsel, is not required to qualify to do business as a foreign association in any jurisdiction except as may be required by state securities or blue sky laws, (ii) this Agreement has been duly authorized, executed, executed and delivered by Series Investment Fund IIthe Trust, on behalf of Acquiring Fund, and, assuming that the Acquired Fund Proxy Prospectus and the Registration Statement complies comply with the 1933 Act, the 1934 Act and the 1940 Act and assuming due authorization, execution and delivery of this Agreement by Series Investment Fund, on behalf of Acquired Fund, is a valid and binding obligation of Acquiring Fund, (iii) the Merger Shares to be delivered to Acquired Fund as provided for by this Agreement are duly authorized and upon such delivery will be validly issued and will be fully paid and nonassessable by Acquiring Fund and no shareholder of Acquiring Fund has any preemptive right to subscription or purchase in respect thereof, (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate Series Investment Fund II’s the Trusts Agreement and Declaration of Trust, as amended, or Bylaws, or any provision of any agreement known to such counsel to which Series Investment Fund II or Acquiring Fund is a party or by which it is bound, it being understood that with respect to investment restrictions as contained in Series Investment Fund II’s the Trusts Agreement and Declaration of Trust, Bylaws, then current prospectus or statement of additional informationinformation or the Registration Statement, such counsel may rely upon a certificate of an officer of Series Investment Acquiring Fund II whose responsibility it is to advise Series Investment Fund II and Acquiring Fund with respect to such matters, and (v) no consent, approval, authorization or order of any court or governmental authority is required for the consummation by Series Investment Acquiring Fund II, on behalf of Acquiring 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 or blue sky laws and the H-S-R Act. <![if !supportLists]>(g, and (vi) <![endif]>That the Registration Statement has become effective under the 1933 Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act. (g) That Acquired Fund shall will have received an opinion of Ropes & Gxxx Xxxx LLP dated the Exchange Date (which opinion would be based upon certain factual representations and customary assumptions and subject to certain qualifications), in a form reasonably satisfactory to each of Acquired Fund and Acquiring Fund, substantially to the effect that, on the basis of the existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules and court decisions, generally for federal income tax purposes: (i) the transactions contemplated acquisition by Acquiring Fund of substantially all of the assets of Acquired Fund solely in exchange for Merger Shares and the assumption by Acquiring Fund of liabilities of Acquired Fund followed by the distribution by Acquired Fund to its shareholders of Merger Shares in complete liquidation of Acquired Fund, all pursuant to this Agreement Agreement, will constitute a reorganization within the meaning of Section 368(a) of the Code and Acquired Fund and Acquiring Fund will each be a “party to a reorganization” reorganization within the meaning of Section 368(b) of the Code, (ii) under Sections 361 and 357 of the Code, no gain or loss will be recognized by Acquired Fund upon the transfer of the Investments its assets to Acquiring Fund pursuant to this Agreement in exchange for Merger Shares and the assumption of Acquired Funds liabilities by Acquiring Fund of the liabilities of Acquired Fund, or upon the distribution of the Merger Shares by Acquired Fund to its shareholdersshareholders in liquidation of Acquired Fund, pursuant except for (A) any gain or loss recognized on (1) Section 1256 contracts as defined in Section 1256(b) of the Code or (2) stock in a passive foreign investment company as defined in Section 1297(a) of the Code, and (B) any other gain or loss required to be recognized by reason of the transactions contemplated by this AgreementAgreement (1) as a result of the closing of the tax year of Acquired Fund, (2) upon the termination of a position, or (3) upon the transfer of an asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code, (iii) under Section 354 of the Code, no gain or loss will be recognized by the shareholders of Acquired Fund shareholders on upon the exchange of their shares of Acquired Fund for Merger Shares, (iv) under Section 358 of the Code, the aggregate tax basis of the Merger Shares an Acquired Fund shareholder receives in connection with the transaction pursuant to this Agreement will be the same as the aggregate tax basis of his or her the Acquired Fund shares exchanged therefor, and (v) under Section 1223(1) of the Code, an Acquired Fund shareholder’s shareholders holding period for his or her the Merger Shares received pursuant to this Agreement will be determined by including include the holding period for which he such shareholder held or she is treated for federal income tax purposes as having held the Acquired Fund shares exchanged therefor, provided that that, the shareholder held those Acquired Fund shares as capital assets, (vi) under Section 1032 of the Code, no gain or loss will be recognized by Acquiring Fund upon the receipt of assets of Acquired Fund in exchange for Merger Shares and the assumption by Acquiring Fund of the liabilities of Acquired Fund’s shares , (vii) under Section 362(b) of the Code, the tax basis in the hands of Acquiring Fund of the assets of Acquired Fund transferred to Acquiring Fund pursuant to this Agreement will be the same tax basis of such assets in the hands of Acquired Fund immediately prior to the transfer, adjusted for any gain or loss required to be recognized as a capital asset. The opinion will express no view described in (ii) above, (viii) under Section 1223(2) of the Code, Acquiring Funds holding period for the assets it receives from Acquired Fund pursuant to this Agreement, other than certain assets with respect to the effect of the reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized at as described in (ii) above, will include the end of a taxable year (period during which such assets were held or on the termination or transfer thereof) under treated for federal income tax principles. <![if !supportLists]>(hpurposes as held by Acquired Fund, and (ix) <![endif]>That Acquiring Fund will succeed to and take into account the items of Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and regulations thereunder. (h) That all proceedings taken by or on behalf of Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall will be satisfactory in form and substance to Acquired Fund and Ropes & Gxxx Xxxx LLP. <![if !supportLists]>(i. (i) <![endif]>Reserved. <![if !supportLists]>(jThat the Registration Statement is effective under the 1933 Act, and no stop order suspending such effectiveness will have been instituted or, to the knowledge of Acquiring Fund, threatened by the Commission. (j) <![endif]>That That Acquired Fund shall have received from the Commission, any relevant state securities administrator, the FTC administrator and the Department such order or orders as Ropes & Gxxx Xxxx LLP deems reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act, Act and any applicable state securities or blue sky laws and the H‑S‑R Act in connection with the transactions contemplated hereby, and that all such orders shall be in full force and effect.

Conditions to Acquired Fund’s obligations. The obligations of Acquired Fund hereunder shall be subject to the following conditions: <![if !supportLists]>(a: (a) <![endif]>That That this Agreement shall have been adopted and the transactions contemplated hereby shall have been approved by the affirmative vote of (i) at least a majority of the Trustees of Series Investment Acquired Fund (including a majority of those Trustees who are not “"interested persons” " of Series Investment Acquired Fund, as defined in Section 2(a)(19) of the 1000 0000 Xxx); (ii) at least a majority of the Trustees of Series Investment Acquiring Fund II (including a majority of those Trustees who are not “"interested persons” " of Series Investment Fund IIAcquiring Fund, as defined in Section 2(a)(19) of the 1000 0000 Xxx); and (iii) at least a “majority of the outstanding voting securities” shares of Acquired Fund voted at a duly constituted meeting. (b) That Acquiring Fund shall have furnished to Acquired Fund a statement of Acquiring Fund's net assets, together with a list of portfolio holdings with values determined as defined provided in Section 2(a)(42) 4 of this Agreement, all as of the 1940 Act). <![if !supportLists]>(b) <![endif]>Reserved. <![if !supportLists]>(c) <![endif]>That Series Investment Fund IIValuation Time, certified on behalf of Acquiring Fund by Acquiring Fund's President (or any Vice President) and Treasurer (or any Assistant Treasurer), and a certificate of both such officers, dated the Exchange Date, to the effect that as of the Valuation Time and as of the Exchange Date there has been no material adverse change in the financial position of Acquiring Fund since June 30, 2001, 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. (c) That Acquiring Fund shall have executed and delivered to Acquired Fund an Assumption of Liabilities dated as of the Exchange Date pursuant to which Acquiring Fund will assume all of the liabilities of Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement. <![if !supportLists]>(d. (d) <![endif]>That Series Investment That Acquiring Fund II, on behalf of Acquiring Fund, shall have furnished to Acquired Fund a statement, dated the Exchange Date, signed on behalf of Acquiring Fund by Series Investment Fund II’s Acquiring Fund's President (or any Vice President) and Treasurer (or any Assistant Treasurer) certifying that as of the Valuation Time and as of the Exchange Date all representations and warranties of Acquiring Fund made in this Agreement are true and correct in all material respects as if made at and as of such dates, and that Acquiring Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates. <![if !supportLists]>(e. (e) <![endif]>That That there shall not be any material litigation pending or threatened with respect to the matters contemplated by this Agreement. <![if !supportLists]>(f. (f) <![endif]>That That Acquired Fund shall have received an opinion of Ropes & Gxxx LLPXxxx, in form satisfactory to Acquired Fund and dated the Exchange Date, to the effect that (i) Series Investment Acquiring Fund II is a business trust duly established and validly existing under in conformity with the laws of The Commonwealth of Massachusetts, and, to the knowledge of such counsel, is not required to qualify to do business as a foreign association in any jurisdiction except as may be required by state securities or blue sky laws, (ii) this Agreement has been duly authorized, executed, executed and delivered by Series Investment Acquiring Fund II, on behalf of Acquiring Fund, and, assuming that the Acquired Fund Prospectus, the Registration Statement and the Proxy Statement complies comply with the 1933 Act, the 1934 Act and the 1940 Act and assuming due authorization, execution and delivery of this Agreement by Series Investment Fund, on behalf of Acquired Fund, is a valid and binding obligation of Acquiring Fund, (iii) the Merger Shares to be delivered to Acquired Fund as provided for by this Agreement are duly authorized and upon such delivery will be validly issued and will be fully paid and nonassessable by Acquiring Fund and no shareholder of Acquiring Fund has any preemptive right to subscription or purchase in respect thereof, (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate Series Investment Fund II’s Acquiring Fund's Agreement and Declaration of Trust, as amended, or Bylaws, or any provision of any agreement known to such counsel to which Series Investment Fund II or Acquiring Fund is a party or by which it is bound, it being understood that with respect to investment restrictions as contained in Series Investment Fund II’s Acquiring Fund's Agreement and Declaration of Trust, Bylaws, then current prospectus or statement of additional informationinformation or the Registration Statement, such counsel may rely upon a certificate of an officer of Series Investment Acquiring Fund II whose responsibility it is to advise Series Investment Fund II and Acquiring Fund with respect to such matters, and (v) no consent, approval, authorization or order of any court or governmental authority is required for the consummation by Series Investment Acquiring Fund II, on behalf of Acquiring 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 or blue sky laws and the H-S-R Act. <![if !supportLists]>(g, and (vi) <![endif]>That the Registration Statement has become effective under the 1933 Act, and to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act. (g) That Acquired Fund shall have received an opinion of Ropes & Gxxx LLP Xxxx dated the Exchange Date (which opinion would be based upon certain factual representations and subject to certain qualifications), to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes: (i) the transactions contemplated acquisition by this Agreement will constitute Acquiring Fund of substantially all of the assets of Acquired Fund solely in exchange for Merger Shares and the assumption by Acquiring Fund of liabilities of Acquired Fund followed by the distribution of Acquired Fund to its shareholders of Merger Shares in complete liquidation of Acquired Fund, all pursuant to the plan of reorganization, constitutes a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and Acquired Fund and Acquiring Fund will each be a “"party to a reorganization” " within the meaning of Section 368(b) of the Internal Revenue Code, (ii) no gain or loss will be recognized by Acquired Fund upon the transfer of the Investments to Acquiring Fund and the assumption by Acquiring Fund of the liabilities of Acquired Fund, or upon the distribution of the Merger Shares by Acquired Fund to its shareholders, pursuant to this Agreement, (iii) no gain or loss will be recognized by the Acquired Fund shareholders on the exchange of their shares of the Acquired Fund for Merger Shares, ; (iv) the aggregate tax basis of the Merger Shares an a Acquired Fund shareholder receives in connection with the transaction will be the same as the aggregate tax basis of his or her Acquired Fund shares exchanged therefor, and (v) an a Acquired Fund shareholder’s 's holding period for his or her Merger Shares will be determined by including the period for which he or she held Acquired Fund shares exchanged therefortherefore, provided that the shareholder held the Acquired Fund’s 's shares as a capital asset. The opinion will express no view with respect to the effect of the reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year . (or on the termination or transfer thereofh) under federal income tax principles. <![if !supportLists]>(h) <![endif]>That That all proceedings taken by or on behalf of Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to Acquired Fund and Ropes & Gxxx LLP. <![if !supportLists]>(iXxxx. (i) <![endif]>Reserved. <![if !supportLists]>(jThat the Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of Acquiring Fund, threatened by the Commission. (j) <![endif]>That That Acquired Fund shall have received from the Commission, any relevant state securities administrator, the FTC and the Department such order or orders as Ropes & Gxxx LLP Gray deems reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act, any applicable state securities or blue sky laws and the H‑S‑R H-S-R Act in connection with the transactions contemplated hereby, and that all such orders shall be in full force and effect.

Conditions to Acquired Fund’s obligations. The obligations of Acquired Fund hereunder shall be subject to the following conditions: <![if !supportLists]>(a: (a) <![endif]>That That this Agreement shall have been adopted and the transactions contemplated hereby shall have been approved by the affirmative vote of (i) at least a majority of the Trustees of Series Investment Acquired Fund (including a majority of those Trustees who are not “"interested persons” " of Series Investment Acquired Fund, as defined in Section 2(a)(19) of the 1000 0000 Xxx); (ii) at least a majority of the Trustees of Series Investment Acquiring Fund II (including a majority of those Trustees who are not “"interested persons” " of Series Investment Fund IIAcquiring Fund, as defined in Section 2(a)(19) of the 1000 0000 Xxx); and (iii) at least a “majority of the outstanding voting securities” shares of Acquired Fund voted at a duly constituted meeting. (b) That Acquiring Fund shall have furnished to Acquired Fund a statement of Acquiring Fund's net assets, together with a list of portfolio holdings with values determined as defined provided in Section 2(a)(42) 4 of this Agreement, all as of the 1940 Act). <![if !supportLists]>(b) <![endif]>Reserved. <![if !supportLists]>(c) <![endif]>That Series Investment Fund IIValuation Time, certified on behalf of Acquiring Fund by Acquiring Fund's President (or any Vice President) and Treasurer (or any Assistant Treasurer), and a certificate of both such officers, dated the Exchange Date, to the effect that as of the Valuation Time and as of the Exchange Date there has been no material adverse change in the financial position of Acquiring Fund since June 30, 2001, 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. (c) That Acquiring Fund shall have executed and delivered to Acquired Fund an Assumption of Liabilities dated as of the Exchange Date pursuant to which Acquiring Fund will assume all of the liabilities of Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement. <![if !supportLists]>(d. (d) <![endif]>That Series Investment That Acquiring Fund II, on behalf of Acquiring Fund, shall have furnished to Acquired Fund a statement, dated the Exchange Date, signed on behalf of Acquiring Fund by Series Investment Fund II’s Acquiring Fund's President (or any Vice President) and Treasurer (or any Assistant Treasurer) certifying that as of the Valuation Time and as of the Exchange Date all representations and warranties of Acquiring Fund made in this Agreement are true and correct in all material respects as if made at and as of such dates, and that Acquiring Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates. <![if !supportLists]>(e. (e) <![endif]>That That there shall not be any material litigation pending or threatened with respect to the matters contemplated by this Agreement. <![if !supportLists]>(f. (f) <![endif]>That That Acquired Fund shall have received an opinion of Ropes & Gxxx LLPXxxx, in form satisfactory to Acquired Fund and dated the Exchange Date, to the effect that (i) Series Investment Acquiring Fund II is a business trust duly established and validly existing under in conformity with the laws of The Commonwealth of Massachusetts, and, to the knowledge of such counsel, is not required to qualify to do business as a foreign association in any jurisdiction except as may be required by state securities or blue sky laws, (ii) this Agreement has been duly authorized, executed, executed and delivered by Series Investment Acquiring Fund II, on behalf of Acquiring Fund, and, assuming that the Acquired Fund Prospectus, the Registration Statement and the Proxy Statement complies comply with the 1933 Act, the 1934 Act and the 1940 Act and assuming due authorization, execution and delivery of this Agreement by Series Investment Fund, on behalf of Acquired Fund, is a valid and binding obligation of Acquiring Fund, (iii) the Merger Shares to be delivered to Acquired Fund as provided for by this Agreement are duly authorized and upon such delivery will be validly issued and will be fully paid and nonassessable by Acquiring Fund and no shareholder of Acquiring Fund has any preemptive right to subscription or purchase in respect thereof, (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate Series Investment Fund II’s Acquiring Fund's Agreement and Declaration of Trust, as amended, or Bylaws, or any provision of any agreement known to such counsel to which Series Investment Fund II or Acquiring Fund is a party or by which it is bound, it being understood that with respect to investment restrictions as contained in Series Investment Fund II’s Acquiring Fund's Agreement and Declaration of Trust, Bylaws, then current prospectus or statement of additional informationinformation or the Registration Statement, such counsel may rely upon a certificate of an officer of Series Investment Acquiring Fund II whose responsibility it is to advise Series Investment Fund II and Acquiring Fund with respect to such matters, and (v) no consent, approval, authorization or order of any court or governmental authority is required for the consummation by Series Investment Acquiring Fund II, on behalf of Acquiring 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 or blue sky laws and the H-S-R Act. <![if !supportLists]>(g, and (vi) <![endif]>That the Registration Statement has become effective under the 1933 Act, and to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act. (g) That Acquired Fund shall have received an opinion of Ropes & Gxxx LLP Xxxx dated the Exchange Date (which opinion would be based upon certain factual representations and subject to certain qualifications), to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes: (i) the transactions contemplated acquisition by this Agreement will constitute Acquiring Fund of substantially all of the assets of Acquired Fund solely in exchange for Merger Shares and the assumption by Acquiring Fund of liabilities of Acquired Fund followed by the distribution of Acquired Fund to its shareholders of Merger Shares in complete liquidation of Acquired Fund, all pursuant to the plan of reorganization, constitutes a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and Acquired Fund and Acquiring Fund will each be a “"party to a reorganization” " within the meaning of Section 368(b) of the Internal Revenue Code, (ii) no gain or loss will be recognized by Acquired Fund upon the transfer of the Investments to Acquiring Fund and the assumption by Acquiring Fund of the liabilities of Acquired Fund, or upon the distribution of the Merger Shares by Acquired Fund to its shareholders, pursuant to this Agreement, (iii) no gain or loss will be recognized by the Acquired Fund shareholders on the exchange of their shares of the Acquired Fund for Merger Shares, ; (iv) the aggregate tax basis of the Merger Shares an a Acquired Fund shareholder receives in connection with the transaction will be the same as the aggregate tax basis of his or her Acquired Fund shares exchanged therefor, and (v) an a Acquired Fund shareholder’s 's holding period for his or her Merger Shares will be determined by including the period for which he or she held Acquired Fund shares exchanged therefortherefore, provided that the shareholder held the Acquired Fund’s 's shares as a capital asset. The opinion will express no view with respect to the effect of the reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year . (or on the termination or transfer thereofh) under federal income tax principles. <![if !supportLists]>(h) <![endif]>That That all proceedings taken by or on behalf of Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to Acquired Fund and Ropes & Gxxx LLP. <![if !supportLists]>(iXxxx. (i) <![endif]>Reserved. <![if !supportLists]>(jThat the Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of Acquiring Fund, threatened by the Commission. (j) <![endif]>That That Acquired Fund shall have received from the Commission, any relevant state securities administrator, the FTC and the Department such order or orders as Ropes & Gxxx LLP Gray deems reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act, any applicable state securities or blue sky laws and the H‑S‑R H-S-R Act in connection with the transactions contemplated hereby, and that all such orders shall be in full force and effect.