Common use of CLOSING AND CLOSING DATE Clause in Contracts

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10, 2004, or such later date as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Subject to the terms and conditions set forth herein, the Closing Date shall be December 10April 27, 20042007, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, & ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e LLP or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of The Acquired Entity shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for to transfer ownership of the Assets from the accounts of the Acquired Fund shall be presented by that the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") Custodian maintains as custodian for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account accounts of the Acquiring Fund on that the Closing Date, duly endorsed in proper form for transfer, in such condition Custodian maintains as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check custodian for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Acquiring Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company and to deliver to the Acquiring Fund Custodian and by Entity, at the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing Closing, a certificate of an authorized officer stating that: that (ai) the Assets of the Acquired Assets Fund have been delivered in proper form to the Acquiring Fund on so transferred as of the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. 3.3 The Acquired Entity shall direct PFPC Inc., in conjunction with its capacity as transfer agent for the delivery Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of portfolio securities as part an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired AssetsFund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 If In the event that on the Closing Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that accurate appraisal of the NAV value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund Shares or and the Acquired Fund pursuant Entity Board with respect to Paragraph 2.1 is impracticablethe Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10October 11, 20042013, or such earlier or later date as the parties may agree to in writingagree. All acts necessary to consummation consummate the Reorganization (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise providedagreed by the parties. The Closing shall be held at the offices of Wilmer Cutler Pickering B▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, M▇▇▇▇▇▇▇▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e One Federal Street, Boston, Massachusetts, or at such other place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company JPMorgan Chase Bank, N.A. (the "Acquired “Current Fund Custodian"”) as record holder for the Acquired Current Fund shall be presented by the Acquired Current Fund to Brown Brothers Harriman & ▇▇. JPMorgan Chase Bank, N.A. (the "Ac▇▇▇▇▇▇▇ “Successor Fund Custodian"”) for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Current Fund to the Acquiring Successor Fund Custodian for the account of the Acquiring Successor Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Current Fund Custodian in book-entry form on behalf of the Acquired Current Fund shall be delivered by the Acquired Current Fund Custodian through the Depository Trust Company to the Acquiring Successor Fund Custodian and by the Acquiring Successor Fund Custodian recording the beneficial ownership thereof by the Acquiring Successor Fund on the Acquiring Successor Fund Custodian's ’s records. Any cash balances maintained by the Current Fund Custodian shall be delivered by the Acquired Current Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Successor Fund Custodian and the Acquiring Successor Fund Custodian crediting such amount funds to the account of the Acquiring Successor Fund. 3.3 The Acquiring Successor Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) that the Acquired Assets have been delivered in proper form to the Acquiring Successor Fund on the Closing Date. The Current Trust, and (b) on behalf of the Current Fund, shall deliver within one business day after the Closing, a certificate of an authorized officer stating that all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assetsmade. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Successor Fund Shares or the Acquired Current Fund pursuant to Paragraph 2.1 is impracticableimpracticable (in the judgment of the Successor Trust Board with respect to the Successor Fund and the Current Trust Board with respect to the Current Fund), the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later date as may be mutually agreed in writing by an authorized officer of each party. 3.5 The Acquired Current Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Current Fund Shareholders and the number and percentage ownership of outstanding Acquired Current Fund Shares owned by each Acquired Current Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Current Trust and its Treasurer, Secretary or other authorized officer (the "“Shareholder List"”) as being an accurate record of the information (a) provided by the Acquired Current Fund Shareholders, (b) provided by the Acquired Fund CustodianCurrent Fund’s transfer agent, or (c) derived from the Safeco Current Trust's ’s records by such officers or one of the Safeco Current Trust's ’s service providers. The Acquiring Successor Fund shall issue and deliver to the Acquired Current Fund a confirmation evidencing the Acquiring Successor Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Current Fund that such Acquiring Successor Fund Shares have been credited to the Acquired Current Fund's ’s account on the books of the Acquiring Successor Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10on January 22, 20042001, or on such later other date as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at 9:00 a.m. at the offices of Wilmer Cutler Pickering Colonial Management Associates, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e , or at such other time and/or place as the parties may agree. 3.2 Portfolio The portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented made available by the Acquired Fund to Brown Brothers Harriman & ▇▇. The Chase Manhattan Bank, as custodian for the Acquiring Fund (the "Ac▇▇▇▇▇▇▇ Fund Custodian") ), for examination no later than three five business days preceding the Valuation Date. On the Closing Date. Such , such portfolio securities and all the Acquired Fund's cash shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateFund, such portfolio securities to be duly endorsed in proper form for transfer, transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokersbrokers or, in the case of portfolio securities held in the U.S. Treasury Department's book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4 or Rule 17f-5, as the case may be, under the Investment Company Act of 1940 (the "1940 Act") and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund The cash delivered shall be delivered by in the Acquired Fund Custodian through the Depository Trust Company form of currency or certified or official bank checks, payable to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account order of the "The Chase Manhattan Bank, custodian for Acquiring Fund." 3.3 The Acquiring Fund Custodian shall deliver within one business day after In the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund event that on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Valuation Date (a) the New York Stock Exchange is shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere is shall be disrupted so that accurate appraisal of the NAV value of the net assets of the Acquired Fund or the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days of the Valuation Date, this Agreement may be terminated by either of the Trust or the Acquiring Trust upon the giving of written notice to the other party. 3.5 The 3.4 At the Closing, the Acquired Fund or its transfer agent shall deliver at to the Closing Acquiring Fund or its designated agent a list of the names, addresses, federal taxpayer identification numbers names and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding shares of beneficial interest of the Acquired Fund Shares owned by each Acquired Fund Shareholder Shareholder, all as of the close of business on the Valuation TimeDate, certified by the President Secretary or a Assistant Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver Trust will provide to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such the Acquiring Fund Shares issuable pursuant to paragraph 1.1 have been credited to the Acquired Fund's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Trust will provide to the Acquired Fund evidence satisfactory to the Acquired Fund that such Acquiring Shares have been credited pro rata to open accounts in the names of the Acquired Fund shareholders as provided in paragraph 1.3. 3.5 At the Closing, Closing each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably requestrequest in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by paragraph 1.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10June 26, 2004, 2007 or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transaction (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering Phoenix Life Insurance Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of The Selling Trust shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") Company, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund ”), to the Acquiring Fund Custodian for the account of the Acquiring Fund deliver, on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one next business day after the Closing Closing, a certificate of an authorized officer stating that: (a) that the Acquired Assets shall have been delivered in proper form to the Acquiring Fund on the next business day following the Closing Date. The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in the Acquired Fund’s name by its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, and (b) to the effect that all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made in conjunction with the delivery of made. The Acquired Fund’s portfolio securities as part of represented by a certificate or other written instrument shall be presented by the Acquired Assets. 3.4 If Fund’s Custodian to the custodian for the Acquiring Fund for examination no later than on the next business day following the Closing Date, and shall be transferred and delivered by the Acquired Fund on the next business day following the Closing Date (a) for the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV account of the Acquiring Fund Shares or duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Acquired Fund’s portfolio securities and instruments deposited with a “securities depository”, as defined in Rule 17f-4 under the 1940 Act. The cash to be transferred by the Acquired Fund pursuant to Paragraph 2.1 is impracticable, shall be delivered by wire transfer of federal funds on the Closing Date Date. 3.3 The Selling Trust shall be postponed until direct PEPCO (the first “Transfer Agent”), on behalf of the Acquired Fund, to deliver on the next business day after following the day when trading shall have been fully resumed Closing, a certificate of an authorized officer stating that its records contain the names and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders Shareholders, and the number and percentage ownership of outstanding Acquired Fund Shares shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing DateDate to the Secretary of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's ’s account on the books of the Acquiring Fund. At the Closing, Closing each party shall deliver to the other such bills of sale, checks, assignments, stock share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquired Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Closing Date shall be postponed until the first Friday after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10September 24, 2004, 2007 or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transaction (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering Phoenix Life Insurance Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of The Selling Trust shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") Company, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund ”), to the Acquiring Fund Custodian for the account of the Acquiring Fund deliver, on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one next business day after the Closing Closing, a certificate of an authorized officer stating that: (a) that the Acquired Assets shall have been delivered in proper form to the Acquiring Fund on the next business day following the Closing Date. The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in the Acquired Fund’s name by its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, and (b) to the effect that all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made in conjunction with the delivery of made. The Acquired Fund’s portfolio securities as part of represented by a certificate or other written instrument shall be presented by the Acquired Assets. 3.4 If Fund’s Custodian to the custodian for the Acquiring Fund for examination no later than on the next business day following the Closing Date, and shall be transferred and delivered by the Acquired Fund on the next business day following the Closing Date (a) for the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV account of the Acquiring Fund Shares or duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Acquired Fund’s portfolio securities and instruments deposited with a “securities depository”, as defined in Rule 17f-4 under the 1940 Act. The cash to be transferred by the Acquired Fund pursuant to Paragraph 2.1 is impracticable, shall be delivered by wire transfer of federal funds on the Closing Date Date. 3.3 The Selling Trust shall be postponed until direct PEPCO (the first “Transfer Agent”), on behalf of the Acquired Fund, to deliver on the next business day after following the day when trading shall have been fully resumed Closing, a certificate of an authorized officer stating that its records contain the names and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders Shareholders, and the number and percentage ownership of outstanding Acquired Fund Shares shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing DateDate to the Secretary of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's ’s account on the books of the Acquiring Fund. At the Closing, Closing each party shall deliver to the other such bills of sale, checks, assignments, stock share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquired Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Closing Date shall be postponed until the first Friday after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 2.1 The Closing Date shall be December 10occur as of 9:00 a.m. on February 1, 2004, 2011 or such later other date as to which the parties may mutually agree to in writing(the “Closing Date”). All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering the Funds at ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & , ▇▇. (the "Ac▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding , or such other time and/or place as the Closing Date. Such portfolio securities shall be delivered by the parties may mutually agree. 2.2 The Acquired Fund shall deliver to the Acquiring Fund Custodian for at the account Closing a statement of assets and liabilities, including a schedule of the Acquiring Fund on Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record certified by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's recordsPredecessor Company’s Treasurer or Assistant Treasurer. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after at the Closing a certificate of an authorized officer stating that: (a) that the Acquired Assets have been delivered in proper form to the Custodian, on behalf of the Acquiring Fund Fund, prior to or on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 2.3 If on the Closing Valuation Date (a) the New York Stock Exchange NYSE or another primary trading market for portfolio securities of the Acquired Fund is closed to trading or trading thereon shall be is restricted or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere is disrupted so that accurate appraisal of the NAV value of the Acquiring Fund Shares or net assets of the Acquired Fund pursuant to Paragraph 2.1 or determination of the net asset value of any class of its shares is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have has been fully resumed and reporting shall have has been restored. 3.5 2.4 The transfer agent for the Acquired Fund shall deliver at the Closing a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers names and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund on the Closing Date, Date to the Secretary of the Predecessor Company or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's ’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10, 2004, or such later date as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Subject to the terms and conditions set forth herein, the Closing Date shall be December 10April 13, 2004, 2007 or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the closing of the Reorganization as provided for in this Agreement (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the “close of business” on the Closing Date unless otherwise providedagreed to by the parties. The close of business on a Closing Date shall be as of 4:02 p.m., Eastern Time or such later time on that date as the Predecessor Entity’s net asset value is calculated in accordance with Section 2. Each Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ Stre▇▇▇▇▇▇, Boston▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of The Predecessor Entity shall direct State Street Bank and Trust Company (the "Acquired Fund “Custodian"”) to transfer ownership of the Assets from the accounts of the Predecessor Entity that the Custodian maintains as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund Predecessor Entity to the Acquiring accounts of the Successor Fund that the Custodian maintains as custodian for the account of the Acquiring Successor Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as and to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company deliver to the Acquiring Fund Custodian and by Successor Entity, at the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing Closing, a certificate of an authorized officer stating that: that (ai) the Acquired Assets of the Predecessor Entity have been delivered in proper form to the Acquiring Fund on so transferred as of the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets of the Predecessor Entity, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. 3.3 The Predecessor Entity shall direct State Street Bank and Trust Company, in conjunction with its capacity as accounting service agent for the delivery Predecessor Entity (“Service Agent”), to deliver to the Successor Entity at the Closing a certificate of portfolio securities as part an authorized officer stating that its records contain the name and address of each Predecessor Entity Interest Holder and the Predecessor Entity Interest owned by each such Predecessor Entity Interest Holder immediately prior to the Closing. The Successor Fund shall deliver to the Secretary of the Acquired AssetsPredecessor Entity a confirmation evidencing that (a) the Successor Fund Interest has been credited to the Predecessor Entity’s account on the books of the Successor Fund pursuant to paragraphs 1.1 and 1.4 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate portion of the Successor Fund Interest has been credited to the accounts of each Predecessor Entity Interest Holder on the books of the Successor Fund pursuant to paragraph 1.4. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, receipts or other documents as the other party or its counsel may reasonably request. 3.4 If In the event that on the Closing Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Predecessor Entity (each, an “Exchange”) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that accurate appraisal of the NAV value of the Acquiring Fund Shares or net assets of the Acquired Fund pursuant to Paragraph 2.1 Predecessor Entity is impracticableimpracticable (in the judgment of the Predecessor Entity Board), the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10, 2004, or such later date as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering Pickerin▇ ▇▇▇▇ ▇▇▇ ▇▇▇r r▇ ▇▇▇, ▇▇ ▇▇▇▇▇ Stree Str▇▇▇, BostonBosto▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e ce as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Portfolio Custodian") as record holder for the Acquired Fund Portfolio shall be presented by the Acquired Fund Portfolio to Brown Brothers Harriman Harrima▇ & ▇▇. o. (the "AcA▇▇▇▇▇▇▇▇ Fund Portfolio Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund Portfolio to the Acquiring Fund Portfolio Custodian for the account of the Acquiring Fund Portfolio on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Portfolio Custodian in book-entry form on behalf of the Acquired Fund Portfolio shall be delivered by the Acquired Fund Portfolio Custodian through the Depository Trust Company to the Acquiring Fund Portfolio Custodian and by the Acquiring Fund Portfolio Custodian recording the beneficial ownership thereof by the Acquiring Fund Portfolio on the Acquiring Fund Portfolio Custodian's records. Any cash shall be delivered by the Acquired Fund Portfolio Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Portfolio Custodian the cash balances maintained by the Acquired Fund Portfolio Custodian and the Acquiring Fund Portfolio Custodian crediting such amount to the account of the Acquiring FundPortfolio. 3.3 The Acquiring Fund Portfolio Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund Portfolio on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Portfolio Shares or the Acquired Fund Portfolio pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund Portfolio shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Portfolio Shareholders and the number and percentage ownership of outstanding Acquired Fund Portfolio Shares owned by each Acquired Fund Portfolio Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Portfolio Shareholders, (b) provided by the Acquired Fund Portfolio Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund Portfolio shall issue and deliver to the Acquired Fund Portfolio a confirmation evidencing the Acquiring Fund Portfolio Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund Portfolio that such Acquiring Fund Portfolio Shares have been credited to the Acquired FundPortfolio's account on the books of the Acquiring FundPortfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10February 20, 2004, 2004 or such later date as the parties may agree to in writing. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise providedprovided (the "Closing"). The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇Hale and Dorr LLP, ▇▇ ▇60 S▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are not held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") Custodian as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio Portfolio securities which are not held in book-entry form shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered to the Acquiring Fund by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the transfer of beneficial ownership thereof by the Acquiring Fund on the Acquiring Acquired Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has shall have been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. Any cash delivered shall be in the form of currency or by the Acquired Fund Custodian crediting the Acquiring Fund's account maintained with the Acquiring Fund Custodian with immediately available funds by wire transfer pursuant to instruction delivered prior to Closing. 3.4 If In the event that on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund Assets pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders Stockholders and the number and percentage ownership of outstanding shares of beneficial interest of the Acquired Fund Shares owned by each such Acquired Fund Shareholder Stockholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust Acquired Fund and its Treasurer, Secretary or other authorized officer (the "Shareholder Stockholder List") as being an accurate record of the information (a) provided by the Acquired Fund ShareholdersStockholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco TrustAcquired Fund's records by such officers or one of the Safeco TrustAcquired Fund's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 2.1 The Closing Date shall be December 10occur as of 9:00 a.m. on April 29, 2004, 2011 or such later other date as to which the parties may mutually agree to in writing(the “Closing Date”). All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering the Funds at ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & , ▇▇. (the "Ac▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding , or such other time and/or place as the Closing Date. Such portfolio securities shall be delivered by the parties may mutually agree. 2.2 The Acquired Fund shall deliver to the Acquiring Fund Custodian for at the account Closing a statement of assets and liabilities, including a schedule of the Acquiring Fund on Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record certified by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's recordsPredecessor Company’s Treasurer or Assistant Treasurer. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after at the Closing a certificate of an authorized officer stating that: (a) that the Acquired Assets have been delivered in proper form to the Custodian, on behalf of the Acquiring Fund Fund, prior to or on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 2.3 If on the Closing Valuation Date (a) the New York Stock Exchange NYSE or another primary trading market for portfolio securities of the Acquired Fund is closed to trading or trading thereon shall be is restricted or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere is disrupted so that accurate appraisal of the NAV value of the Acquiring Fund Shares or net assets of the Acquired Fund pursuant to Paragraph 2.1 or determination of the net asset value of any class of its shares is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have has been fully resumed and reporting shall have has been restored. 3.5 2.4 The transfer agent for the Acquired Fund shall deliver at the Closing a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers names and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund on the Closing Date, Date to the Secretary of the Predecessor Company or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's ’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10, 2004, or such later date as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering Pickerin▇ ▇▇▇▇ ▇▇▇ ▇▇▇r r▇ ▇▇▇, ▇▇ ▇▇▇▇▇ Stree Str▇▇▇, BostonBosto▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e ce as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Portfolio Custodian") as record holder for the Acquired Fund Portfolio shall be presented by the Acquired Fund Portfolio to Brown Brothers Harriman Harrima▇ & ▇▇. o. (the "AcA▇▇▇▇▇▇▇▇ Fund Portfolio Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund Portfolio to the Acquiring Fund Portfolio Custodian for the account of the Acquiring Fund Portfolio on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Portfolio Custodian in book-entry form on behalf of the Acquired Fund Portfolio shall be delivered by the Acquired Fund Portfolio Custodian through the Depository Trust Company to the Acquiring Fund Portfolio Custodian and by the Acquiring Fund Portfolio Custodian recording the beneficial ownership thereof by the Acquiring Fund Portfolio on the Acquiring Fund Portfolio Custodian's records. Any cash shall be delivered by the Acquired Fund Portfolio Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Portfolio Custodian the cash balances maintained by the Acquired Fund Portfolio Custodian and the Acquiring Fund Portfolio Custodian crediting such amount to the account of the Acquiring FundPortfolio. 3.3 The Acquiring Fund Portfolio Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund Portfolio on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Acquired Portfolio Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund Portfolio shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Portfolio Shareholders and the number and percentage ownership of outstanding Acquired Fund Portfolio Shares owned by each Acquired Fund Portfolio Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Portfolio Shareholders, (b) provided by the Acquired Fund Portfolio Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund Portfolio shall issue and deliver to the Acquired Fund Portfolio a confirmation evidencing the Acquiring Fund Portfolio Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund Portfolio that such Acquiring Fund Portfolio Shares have been credited to the Acquired FundPortfolio's account on the books of the Acquiring FundPortfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December November 10, 20042006, or such later date as the parties may agree to in writing. All acts necessary to consummation consummate the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company Brown Brothers Harriman & ▇▇. (the "Acquired Fund Ac▇▇▇▇▇▇ ▇und Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Acquired Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Acquired Trust's records by such officers or one of the Safeco Acquired Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10November 4, 20042005, or such later date as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇r ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ Stre▇▇▇▇▇▇, Boston▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e or at such other place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street AmSouth Bank and Trust Company (the "Acquired Fund Portfolio Custodian") as record holder for the Acquired Fund Portfolio shall be presented by the Acquired Fund Portfolio to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇ Brothers ▇▇▇▇▇▇▇▇ Fund & Co. (the "Acquiring Portfolio Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund Portfolio to the Acquiring Fund Portfolio Custodian for the account of the Acquiring Fund Portfolio on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Portfolio Custodian in book-entry form on behalf of the Acquired Fund Portfolio shall be delivered by the Acquired Fund Portfolio Custodian through the Depository Trust Company to the Acquiring Fund Portfolio Custodian and by the Acquiring Fund Portfolio Custodian recording the beneficial ownership thereof by the Acquiring Fund Portfolio on the Acquiring Fund Portfolio Custodian's records. Any cash shall be delivered by the Acquired Fund Portfolio Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Portfolio Custodian the cash balances maintained by the Acquired Fund Portfolio Custodian and the Acquiring Fund Portfolio Custodian crediting such amount to the account of the Acquiring FundPortfolio. 3.3 The Acquiring Fund Portfolio Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund Portfolio on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Portfolio Shares or the Acquired Fund Portfolio Shares pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund Portfolio shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Portfolio Shareholders and the number and percentage ownership of outstanding Acquired Fund Portfolio Shares owned by each Acquired Fund Portfolio Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other an authorized officer of AmSouth Trust (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Portfolio Shareholders, (b) provided by the Acquired Fund Portfolio Custodian, or (c) derived from the Safeco AmSouth Trust's records by such officers or one of the Safeco AmSouth Trust's service providers. The Acquiring Fund Portfolio shall issue and deliver to the Acquired Fund Portfolio a confirmation evidencing the Acquiring Fund Portfolio Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund Portfolio that such Acquiring Fund Portfolio Shares have been credited to the Acquired FundPortfolio's account on the books of the Acquiring FundPortfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10September 23, 20042005, or such later date as the parties may agree to in writing. All acts necessary to consummation consummate the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street AmSouth Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco AmSouth Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco AmSouth Trust's records by such officers or one of the Safeco AmSouth Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Subject to the terms and conditions set forth herein, the Closing Date shall be December 10March 2, 20042007, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, & ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e LLP or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of The Acquired Entity shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for to transfer ownership of the Assets from the accounts of the Acquired Fund shall be presented by that the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") Custodian maintains as custodian for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account accounts of the Acquiring Fund on that the Closing Date, duly endorsed in proper form for transfer, in such condition Custodian maintains as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check custodian for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Acquiring Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company and to deliver to the Acquiring Fund Custodian and by Entity, at the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing Closing, a certificate of an authorized officer stating that: that (ai) the Assets of the Acquired Assets Fund have been delivered in proper form to the Acquiring Fund on so transferred as of the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assetsmade. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon 3.3 The Acquired Entity shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund pursuant (Transfer Agent), to Paragraph 2.1 is impracticable, deliver to the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver Acquiring Entity at the Closing a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers name and backup withholding and nonresident alien withholding status and certificates address of the each Acquired Fund Shareholders Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such appropriate number of Acquiring Fund Shares have been credited to the Acquired Fund's Funds account on the books of the Acquiring Fund. At the Closing, each party shall deliver Fund pursuant to paragraph 1.1 prior to the other such bills actions contemplated by paragraph 1.4 and (b) the appropriate number of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably requestAcquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.

CLOSING AND CLOSING DATE. 3.1 2.1 The Closing Date shall be occur as of 9:00 a.m. on December 101, 2004, 2011 or such later other date as to which the parties may mutually agree to in writing(the “Closing Date”). All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering the Funds at ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & , ▇▇. (the "Ac▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding , or such other time and/or place as the Closing Date. Such portfolio securities shall be delivered by the parties may mutually agree. 2.2 The Acquired Fund shall deliver to the Acquiring Fund Custodian for at the account Closing a statement of assets and liabilities, including a schedule of the Acquiring Fund on Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record certified by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's recordsPredecessor Company’s Treasurer or Assistant Treasurer. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after at the Closing a certificate of an authorized officer stating that: (a) that the Acquired Assets have been delivered in proper form to the Custodian, on behalf of the Acquiring Fund prior to or on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 2.3 If on the Closing Valuation Date (a) the New York Stock Exchange NYSE or another primary trading market for portfolio securities of the Acquired Fund is closed to trading or trading thereon shall be is restricted or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere is disrupted so that accurate appraisal of the NAV value of the Acquiring Fund Shares or net assets of the Acquired Fund pursuant to Paragraph 2.1 or determination of the net asset value of any class of its shares is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have has been fully resumed and reporting shall have has been restored. 3.5 2.4 The transfer agent for the Acquired Fund shall deliver at the Closing a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers names and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund on the Closing Date, Date to the Secretary of the Predecessor Company or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's ’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10June 12, 2004, 2009 or such later other date as the parties may agree to in writing. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Trust or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and 3.2. The Acquired Trust Company (the "Acquired Fund Custodian") shall direct Custodial Trust Company, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. Funds (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding ”), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the each Acquiring Fund within two business days prior to or on the Closing Date, ; and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. Each Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to the custodian for the Acquiring Fund for examination no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Trust on behalf of each Acquired Fund, shall direct the Custodian to deliver as of the Closing Date by book entry, in accordance with the delivery customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Assets are deposited, the Acquired Fund’s portfolio securities as part and instruments deposited with such depositories. The cash to be transferred by an Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Trust shall direct U.S. Bancorp Fund Services, LLC (the “Transfer Agent”), on behalf of each Acquired Fund, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Assets. 3.4 If Fund Shareholders and the number and percentage ownership of outstanding shares (of the classes listed in Exhibit A) owned by each such shareholder immediately prior to the Closing. Each Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the corresponding Acquired Fund, or provide evidence satisfactory to the Acquired Trust that such Acquiring Fund Shares have been credited to the corresponding Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of an Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Trust accurate appraisal of the NAV value of the Acquiring Fund Shares or net assets of the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10September 6, 20042008, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Portfolio securities that are held other than in book-entry form in shall direct the name Bank of State Street Bank and Trust Company (the "Acquired Fund Custodian") New York Mellon Corporation, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. Portfolio (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding ”), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the Acquiring Fund Portfolio within two business days prior to or on the Closing Date, ; and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the delivery customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities as part and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Portfolio shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Assets. 3.4 If Portfolio, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding Class I and Class S shares owned by each such shareholder immediately prior to the Closing. The Acquiring Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio’s account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Portfolio or the Board of Trustees of the Acquiring Portfolio, accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares Portfolio or the Acquired Fund pursuant to Paragraph 2.1 Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10on or about May 22, 20042020, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Plan (the "“Closing"”) shall be deemed to take place simultaneously as immediately after the close of 5:00 p.m. (Eastern time) business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be 4:00 p.m. Eastern time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e MainStay Funds Trust or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street MainStay Funds Trust shall direct U.S. Bank and Trust Company (the "Acquired Fund Custodian") National Association as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding ”), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) that the Acquired Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian, which Custodian also serves as the custodian for the Acquiring Fund, to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), in which the Assets are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 MainStay Funds Trust shall direct NYLIM Service Company LLC, in its capacity as transfer agent for the Acquired Fund (the “Transfer Agent”), to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of MainStay Funds Trust, on behalf of the Acquired Fund, prior to the Closing Date a confirmation evidencing that the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stampsor provide other evidence satisfactory to the Acquired Fund as of the Closing Date that such Acquiring Fund Shares have been credited to the Acquired Fund’s accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, have been paid, receipts or provision for payment has been made in conjunction with the delivery of portfolio securities other documents as part of the Acquired Assetssuch other party or its counsel may reasonably request. 3.4 If In the event that on the Closing Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereon thereupon shall be restricted or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board or New York Life Investments, accurate appraisal of the NAV value of the net assets of the Acquired Fund or the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10, 2004, or such later date as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.The

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10[April __, 20042017], or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transaction (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering Virtus Investment Partners, ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "The Acquired Fund Custodian") shall direct JPMorgan Chase Bank, NA, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund ), to the Acquiring Fund Custodian for the account of the Acquiring Fund deliver, on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one next business day after the Closing Closing, a certificate of an authorized officer stating that: (a) that all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable, that are owned by the Acquired Assets Fund, and any rights to register shares under applicable securities laws, or deferred or prepaid expenses shown as an asset on the books of the Acquired Fund (collectively, the "Assets") shall have been delivered in proper form to the Acquiring Fund. The Acquired Fund on shall have delivered to the Acquiring Fund a certificate executed in the Acquired Fund's name by its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, and (b) to the effect that all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made in conjunction with the delivery of made. The Acquired Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian as part of custodian for both Funds, from the Acquired Assets. 3.4 If Fund to the Acquiring Fund for examination no later than on the next business day following the Closing Date, and shall be transferred and delivered by the Acquired Fund on the next business day following the Closing Date (a) for the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV account of the Acquiring Fund Shares or duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Acquired Fund's portfolio securities and instruments deposited with a "securities depository", as defined in Rule 17f-4 under the 1940 Act. The cash to be transferred by the Acquired Fund pursuant to Paragraph 2.1 is impracticable, shall be delivered by wire transfer of federal funds on the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredDate. 3.5 3.3 The Acquired Fund shall direct Computershare Trust Company NA in its capacity as transfer agent for the Acquired Fund (the "Transfer Agent") to deliver at on the Closing next business day following the Closing, a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers names and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders Shareholders, and the number and percentage ownership of outstanding Acquired Fund Shares shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing DateDate to the Secretary of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, Closing each party shall deliver to the other such bills of sale, checks, assignments, stock share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10September 6, 2004, 2008 or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Portfolio securities that are held other than in book-entry form in shall direct the name Bank of State Street Bank and Trust Company (the "Acquired Fund Custodian") New York Mellon Corporation, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. Portfolio (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding ”), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the Acquiring Fund Portfolio within two business days prior to or on the Closing Date, ; and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the delivery customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities as part and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Portfolio shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Assets. 3.4 If Portfolio, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding ADV Class, Class S and Class S2 shares owned by each such shareholder immediately prior to the Closing. The Acquiring Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio’s account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Portfolio or the Board of Trustees of the Acquiring Portfolio, accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares Portfolio or the Acquired Fund pursuant to Paragraph 2.1 Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10November 17, 20042006, or such later date as the parties may agree to in writing. All acts necessary to consummation consummate the Reorganization (the "ClosingCLOSING") shall be deemed to take place simultaneously as of 5:00 the close of business on the Closing Date for the Reorganization, unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m. (Eastern time) or such later time on that date as the Closing Date unless otherwise providedAcquired Fund's net asset value is calculated in accordance with Section 2 and after the declaration of any dividends. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇the Acquired Fund, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e or at such other place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Mellon Trust Company of New England, N.A. (the "Acquired Fund CustodianACQUIRED FUND CUSTODIAN") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. PFPC Trust Company (the "Ac▇▇▇▇▇▇▇ Fund CustodianACQUIRING FUND CUSTODIAN") for examination no later than three five (5) business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's recordsrecords in accordance with the customary practices of the Acquiring Fund Custodian and of each securities depository, as defined by Rule 17f-4 under the 1940 Act. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after at the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that that, in the judgment of the Board of Trustees of either the Acquired Trust or the Acquiring Trust, accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 Article 2 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Acquired Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder ListSHAREHOLDER LIST") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund CustodianFund's Transfer Agent, or (c) derived from the Safeco Acquired Trust's records by such officers or one of the Safeco Acquired Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10[June 24], 20042009, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the close of business on the Closing Date unless otherwise providedagreed to by the parties. The “close of business” on the Closing Date shall be as of 5:00 p.m., New York time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇.▇. ▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e Investment Management Inc. or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank Trust I and Trust Company II shall direct JPMorgan Chase Bank, N.A. (the "“JPMCB”), as custodian for each Acquired Fund (“Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund ”), to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund deliver to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateTrust I or Trust II, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account each of the respective Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after Funds, at the Closing Closing, a certificate of an authorized officer stating that: that (ai) the Assets of each Acquired Assets Fund have been delivered in proper form to the respective Acquiring Fund on the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made. Each Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMCB, as the custodian for each Acquiring Fund (“Acquiring Fund Custodian”). Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such 5 certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the respective Acquiring Fund duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund Custodian shall deliver to the Acquiring Fund Custodian as of the Closing Date by book entry, in accordance with the delivery of portfolio securities as part customary practices of the Acquired AssetsFund Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, the Assets of each Acquired Fund deposited with such depositories. The cash to be transferred by each Acquired Fund shall be delivered to the Acquiring Fund Custodian on the Closing Date. 3.3 Trust I and Trust II shall direct Boston Financial Data Services, Inc., in its capacity as transfer agent for each Acquired Fund (“Transfer Agent”), to deliver to Trust I and Trust II, on behalf of the respective Acquiring Funds at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of Acquired Fund Shares owned by each such Shareholder immediately prior to the Closing. Each Acquiring Fund shall deliver to the Secretary of the respective Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to such Acquired Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 If on In the Closing event that at the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of any Acquiring Fund or any Acquired Fund (each an “Exchange”) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that accurate appraisal of the NAV value of the net assets of any Acquired Fund or any Acquiring Fund Shares is impracticable (in the judgment of the Board of Trustees of Trust I with respect to either the Trust I Acquiring Fund or Trust I Acquired Funds and the Board of Trustees of Trust II with respect to either the Trust II Acquiring Funds or Trust II Acquired Fund pursuant to Paragraph 2.1 is impracticableFunds), the Closing Date shall be postponed with respect to such Acquired Fund or Acquiring Fund until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December November 10, 20042007, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Portfolio securities that are held other than in book-entry form in shall direct the name Bank of State Street Bank and Trust Company (the "Acquired Fund Custodian") New York Company, Inc., as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. Portfolio (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding ”), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the Acquiring Fund Portfolio within two business days prior to or on the Closing Date, ; and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the delivery customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities as part and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Portfolio shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Assets. 3.4 If Portfolio, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding ADV Class, Class I, and Class S shares owned by each such shareholder immediately prior to the Closing. The Acquiring Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio’s account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of Directors of the Acquired Portfolio or the Board of Trustees of the Acquiring Portfolio, accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares Portfolio or the Acquired Fund pursuant to Paragraph 2.1 Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10October 20, 20042014, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "“Closing"”) shall be deemed to take place simultaneously as immediately prior to the opening of 5:00 p.m. (Eastern time) business on the Closing Date unless otherwise providedagreed to by the parties. The opening of business on the Closing Date shall be as of the opening of business on the NYSE (ordinarily 9:30 a.m., Eastern Time). The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e HIMCO Variable Insurance Trust or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired 3.2. Hartford Series Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇direct J.▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") C▇▇▇▇ Bank, N.A., as custodian for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund (“Custodian”), to deliver to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after Registrants at the Closing a certificate of an authorized officer of the Custodian stating that: (a) that the Assets of the Acquired Assets Fund have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and (b) all necessary transfer taxes including all applicable federal such certificates and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of other written instruments shall be transferred and delivered by the Acquired Assets. 3.4 If on Fund as of the Closing Date (a) for the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV account of the Acquiring Fund Shares or duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and such persons and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund pursuant to Paragraph 2.1 is impracticable, shall be delivered by wire transfer of Federal funds on the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredDate. 3.5 The 3.3. Hartford Series Fund shall direct Hartford Administrative Services Company, in its capacity as transfer agent for the Acquired Fund shall (“Transfer Agent”), to deliver to the Registrants at the Closing a list certificate of an authorized officer of the names, addresses, federal taxpayer identification numbers Transfer Agent stating that its records contain the names and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Closing. The Secretary of the Safeco HIMCO Variable Insurance Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information shall confirm that (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one appropriate number of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's ’s account on the books of the Acquiring FundFund pursuant to paragraph 1.1 herein prior to the actions contemplated by paragraph 1.4 herein and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4 herein. At the Closing, each party Closing the Registrants shall deliver to the other execute such bills of sale, checks, assignments, stock share certificates, if any, receipts or other documents as necessary to effect the Reorganization. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such other party Exchange or its counsel may reasonably requestelsewhere shall be disrupted so that, in the judgment of the Board of Directors of Hartford Series Fund, accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Closing Date shall be postponed until the earliest practicable date.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall for the Reorganization will be December 10_________, 20042002, or such later other date as the parties may agree agreed to in writingwriting by the Vanguard Trust and the Schroder Trust. All acts necessary to consummation taking place at the Reorganization (the "Closing") shall Closing will be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the close of business on the Closing Date unless otherwise provided. The Closing shall will be held as of 4:00 p.m., at the offices of Wilmer Cutler Pickering the Vanguard Trust, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇., ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e as , or at such other time and/or place agreed to by the parties may agreeVanguard Trust and the Schroder Trust. 3.2 Portfolio securities that are held other than in book-entry form in The custodian for the name of State Street Bank and Trust Company Acquiring Fund (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall will deliver within one business day after at the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets Selling Fund's portfolio securities, cash and any other assets have been delivered in proper form to the Acquiring Fund prior to or on the Closing Date, and (b) all necessary transfer taxes taxes, including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made made, in conjunction with the delivery of portfolio securities as part of the Acquired Assetssecurities. 3.4 If 3.3 In the event that on the Closing Valuation Date (a) the New York Stock Exchange NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Selling Fund is closed to trading or trading thereon shall be restricted on the market is restricted; or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere is disrupted so that accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares or the Acquired Selling Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall will be postponed until the first business day after the day when normal trading shall have been has fully resumed and reporting shall have has been restored. 3.5 3.4 The Acquired Fund shall Schroder Trust, on behalf of the Selling Fund, will deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers names and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Selling Fund Shareholders and the number and percentage ownership of outstanding Acquired Selling Fund Shares owned by each Acquired Fund Shareholder as such shareholder immediately prior to the Closing or provide evidence that the information has been provided to the Acquiring Fund's transfer agent. The Vanguard Trust, on behalf of the Valuation TimeAcquiring Fund, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall will issue and deliver to the Acquired Fund a confirmation evidencing that the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Selling Fund's account on the Closing Date to the Secretary of the Schroder Trust or provide evidence satisfactory to the Schroder Trust that the Acquiring Fund Shares have been credited to the Selling Fund's account on the books of the Acquiring Fund. At the Closing, each party shall to this Agreement will deliver to the other party such bills of sale, checks, assignments, stock share certificates, if any, receipts or other documents as such the other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10June 21, 20042019, or such later date as the parties may agree to in writing. All acts necessary to consummation consummate the Reorganization (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the principal offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇the Acquiring Fund, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e ▇▇, Jersey City, NJ 07302-3973, or at such other place as the parties may agree. 3.2 3.2. Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired “Target Fund Custodian"”) as record holder for the Acquired Target Fund shall be presented by the Acquired Target Fund to Brown Brothers Harriman & ▇▇. State Street Bank and Trust Company (the "Ac▇▇▇▇▇▇▇ “Acquiring Fund Custodian"”) for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Target Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with customary settlement practices or, in the custom case of brokersportfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Acquiring Fund Custodian in accordance with applicable law and shall be accompanied by all necessary federal and state federal, state, non-U.S. or other stock transfer stamps or a check provision has been made for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Target Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Target Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 3.3. The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Target Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state federal, state, non-U.S. or other stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Target Assets. 3.4 3.4. If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Target Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 3.5. The Acquired Target Fund shall deliver deliver, or cause its transfer agent to deliver, to the Acquiring Fund, at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Target Fund Shareholders and the number and percentage ownership of outstanding Acquired Target Fund Shares owned by each Acquired Target Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust Target Fund and its Treasurer, Secretary or other authorized officer (the "“Shareholder List"”) as being an accurate record of the information (a) provided by the Acquired Target Fund Shareholders, (b) provided by the Acquired Target Fund Custodian, or (c) derived from the Safeco Trust's Target Fund’s records by such officers or one of the Safeco Trust's Target Fund’s service providers. The Acquiring Fund shall issue and deliver to the Acquired Target Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Target Fund that such Acquiring Fund Shares have been credited to the Acquired Target Fund's ’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts receipts, or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10_____ ___, 20042001, or such later other date as the parties may agree to in writing. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Fund or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "3.2. The Acquired Fund Custodian") shall direct State Street, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding ), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made in conjunction with the delivery of made. The Acquired Fund's portfolio securities as part of represented by a certificate or other written instrument shall be presented by the Acquired Assets. 3.4 If on Fund Custodian to the custodian for the Acquiring Fund for examination no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Closing Date (a) for the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV account of the Acquiring Fund Shares or duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund's portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act"), shall direct the Custodian to deliver as of the Closing Date by book entry in accordance with the customary practices of such depositories and the custodian for Acquiring Fund. The cash to be transferred by the Acquired Fund pursuant to Paragraph 2.1 is impracticable, shall be delivered by wire transfer of federal funds on the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredDate. 3.5 3.3. The Acquired Fund shall direct DST Systems, Inc. (the "Transfer Agent"), on behalf of the Acquired Fund, to deliver at the Closing a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers names and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares Class A, Class B and Class C shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing DateDate to the Secretary of the Acquiring Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, Closing each party shall deliver to the other such bills of sale, checks, assignments, stock share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of the Acquired Fund or the Board of Trustees of the Acquiring Fund, accurate appraisal of the Value of the net assets of the Acquiring Fund or the Acquired Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10April 26, 2004, 2008 or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Portfolio securities that are held other than in book-entry form in shall direct the name Bank of State Street Bank and Trust Company (the "Acquired Fund Custodian") New York Mellon Corporation, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. Portfolio (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding ”), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the Acquiring Fund Portfolio within two business days prior to or on the Closing Date, ; and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the delivery customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities as part and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Portfolio shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Assets. 3.4 If Portfolio, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding ADV Class, Class S and Class I shares owned by each such shareholder immediately prior to the Closing. The Acquiring Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio’s account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Portfolio or the Board of Trustees of the Acquiring Portfolio, accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares Portfolio or the Acquired Fund pursuant to Paragraph 2.1 Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 2.1 The Closing Date shall be December 10occur as of [9:00 a.m.] [Eastern time] on [August 1, 2004, 2018] or such later other date as to which the parties may mutually agree to in writing(the “Closing Date”). All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering the Funds at ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & , ▇▇. (the "Ac▇ ▇▇▇▇ ▇▇▇▇▇▇▇ , or such other time and/or place as the parties may mutually agree. 2.2 The Predecessor Fund Custodian") for examination no later than three business days preceding shall deliver to the Successor Fund at the Closing Date. Such a statement of assets and liabilities, including a schedule of the Assets setting forth for all portfolio securities shall be delivered thereon their adjusted tax basis and holding period by lot, as of the Closing, certified by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps Predecessor Company’s Treasurer or a check for the appropriate purchase price thereofAssistant Treasurer. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after at the Closing a certificate of an authorized officer stating that: (a) that the Acquired Assets have been delivered in proper form to the Acquiring Fund Custodian, on behalf of the Successor Fund, prior to or on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 2.3 If on immediately prior to the Closing Date Valuation Time (a) the New York Stock Exchange NYSE or another primary trading market for portfolio securities of the Predecessor Fund is closed to trading or trading thereon shall be is restricted or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere is disrupted so that accurate appraisal of the NAV value of the Acquiring net assets of the Predecessor Fund Shares or determination of the Acquired Fund pursuant to Paragraph 2.1 net asset value of any class of its shares is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have has been fully resumed and reporting shall have has been restored. 3.5 2.4 The Acquired transfer agent for the Predecessor Fund shall deliver at the Closing a list certificate of an authorized officer stating that its records contain the names and addresses of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Predecessor Fund Shareholders and the number and percentage ownership of outstanding Acquired Predecessor Fund Shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Successor Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Successor Fund Shares credited to be credited on the Predecessor Fund at the Closing Date, to the Secretary of the Predecessor Company or provide evidence satisfactory to the Acquired Predecessor Fund that such Acquiring Successor Fund Shares have been credited to the Acquired Predecessor Fund's ’s account on the books of the Acquiring Successor Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December June 10, 20042022, or such later other date as the parties may agree to in writing. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Trust or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of 3.2. The Trust shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") Company, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund ”), to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after at the Closing a certificate of an authorized officer stating that: (ai) the Acquired Assets have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, ; and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made in conjunction with the delivery of made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the Assets of the Acquiring Fund for examination no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as part of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Trust, on behalf of the Acquired AssetsFund, shall direct the Custodian to deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940 (the “1940 Act”)) in which the Assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by an Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.4 If 3.3. The Trust shall direct The Lincoln National Life Insurance Company, as transfer agent for the Acquired Fund (the “Transfer Agent”), to deliver at the Closing a certificate of an authorized officer stating that: (i) its records contain the names and addresses of the Acquired Fund Shareholders, and (ii) the number and percentage ownership of outstanding shares (of the classes listed in Exhibit A) owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquired Fund, or provide evidence satisfactory to the Trust that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date: (a) the New York Stock Exchange is or another primary trading market for portfolio securities of an Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of the Trust, accurate appraisal of the NAV value of the Acquiring Fund Shares or net assets of the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10March 25, 20042011, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the close of business on the Closing Date unless otherwise providedagreed to by the parties. The “close of business” on the Closing Date shall be as of 5:00 p.m., New York time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇.▇. ▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e Investment Management Inc. or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "The Acquired Fund Custodian") shall direct JPMorgan Chase Bank, N.A. (“JPMCB”), as record holder custodian for the Acquired Fund shall be presented by the (“Acquired Fund Custodian”), to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund deliver to the Acquiring Fund Custodian for Fund, at the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Assets of the Acquired Assets Fund have been delivered in proper form to the Acquiring Fund on the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMCB, as the custodian for the Acquiring Fund (“Acquiring Fund Custodian”). Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund Custodian shall deliver to the Acquiring Fund Custodian as of the Closing Date by book entry, in accordance with the delivery of portfolio securities as part customary practices of the Acquired AssetsFund Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, the Assets of the Acquired Fund deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to the Acquiring Fund Custodian on the Closing Date. 3.3 The Acquired Fund shall direct Boston Financial Data Services, Inc., in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of Acquired Fund Shares owned by each such Shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 If on In the Closing event that at the Valuation Date (a) the New York Stock Exchange is NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each an “Exchange”) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that accurate appraisal of the NAV value of the net assets of the Acquired Fund or the Acquiring Fund Shares or is impracticable (in the judgment of the Board of either the Acquired Fund pursuant to Paragraph 2.1 is impracticableor Acquiring Fund), the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10November 20, 2004, 2009 or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Plan (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m. Eastern time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Portfolios or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of MainStay VP Series Fund, Inc. shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder custodian for the Acquired Fund Portfolio (“Custodian”), to deliver, at the Closing, a certificate of an authorized officer stating that the Assets shall have been delivered in proper form to the Acquiring Portfolio within two business days prior to or on the Closing Date. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to Brown Brothers Harriman & ▇▇those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Portfolio, which Custodian also serves as the custodian for the Acquiring Portfolio. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") Such presentation shall be made for examination no later than three five business days preceding the Closing Date. Such portfolio securities , and shall be transferred and delivered by the Acquired Fund to Portfolio as of the Acquiring Fund Custodian Closing Date for the account of the Acquiring Fund on the Closing Date, Portfolio duly endorsed in proper form for transfer, transfer in such condition as to constitute good delivery thereof thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Portfolio as of the Closing Date by book entry, in accordance with the custom customary practices of brokersthe Custodian and of each securities depository, and shall as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s Assets deposited with such depositories. The cash to be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record transferred by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund Portfolio shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund wire transfer of Federal funds on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring FundClosing Date. 3.3 The Acquiring Fund Custodian MainStay VP Series Fund, Inc. shall direct New York Life Insurance and Annuity Corporation (“NYLIAC”), in its capacity as agent for the Acquired Portfolio, to deliver within one business day after at the Closing a certificate of an authorized officer stating that: (a) that its records contain the names and addresses of the Acquired Assets have been delivered in proper form Portfolio Shareholders and the number and percentage ownership of outstanding Initial and Service Class shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund Portfolio shall issue and deliver to the Secretary of the Acquired Portfolio prior to the Closing Date a confirmation evidencing that the appropriate number of Acquiring Portfolio Shares will be credited to the Acquired Portfolio on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stampsor provide other evidence satisfactory to the Acquired Portfolio as of the Closing Date that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio’s accounts on the books of the Acquiring Portfolio. At the Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, have been paid, receipts or provision for payment has been made in conjunction with the delivery of portfolio securities other documents as part of the Acquired Assetssuch other party or its counsel may reasonably request. 3.4 If In the event that on the Closing Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio (each, an “Exchange”) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Boards, accurate appraisal of the NAV value of the Acquiring Fund Shares net assets of the Acquired Portfolio or the Acquired Fund pursuant to Paragraph 2.1 Acquiring Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10on or about May 8, 2004, 2017 or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Plan (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m. Eastern time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Funds or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of MainStay Funds Trust shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder custodian for the Acquired Fund shall be presented by (“Custodian”), to deliver, at the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) that the Acquired Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund, which Custodian also serves as the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. 3.3 MainStay Funds Trust shall direct NYLIM Service Company LLC, in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund prior to the Closing Date a confirmation evidencing that the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stampsor provide other evidence satisfactory to the Acquired Fund as of the Closing Date that such Acquiring Fund Shares have been credited to the Acquired Fund’s accounts on the books of the Acquiring Fund. At the Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, have been paid, receipts or provision for payment has been made in conjunction with the delivery of portfolio securities other documents as part of the Acquired Assetssuch other party or its counsel may reasonably request. 3.4 If In the event that on the Closing Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board or New York Life Investments, accurate appraisal of the NAV value of the net assets of the Acquired Fund or the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10May 12, 20042007, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Fund or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "3.2. The Acquired Fund Custodian") shall direct the Bank of New York, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding ”), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Fund no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the delivery customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s portfolio securities as part and instruments deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Fund shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Assets. 3.4 If Fund, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Class A, Class B, Class C, Class I and Class Q shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquiring Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of Trustees, accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10November 24, 2004, 2009 or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Plan (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m. Eastern time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Funds or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of The MainStay Funds shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder custodian for the Acquired Fund shall be presented by (“Custodian”), to deliver, at the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) that the Acquired Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund, which Custodian also serves as the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. 3.3 The MainStay Funds shall direct NYLIM Service Company LLC, in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Investor Class, Class A, Class B, Class C and Class I shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund prior to the Closing Date a confirmation evidencing that the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stampsor provide other evidence satisfactory to the Acquired Fund as of the Closing Date that such Acquiring Fund Shares have been credited to the Acquired Fund’s accounts on the books of the Acquiring Fund. At the Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, have been paid, receipts or provision for payment has been made in conjunction with the delivery of portfolio securities other documents as part of the Acquired Assetssuch other party or its counsel may reasonably request. 3.4 If In the event that on the Closing Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Boards, accurate appraisal of the NAV value of the net assets of the Acquired Fund or the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10April 26, 20042008, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Portfolio securities that are held other than in book-entry form in shall direct the name Bank of State Street Bank and Trust Company (the "Acquired Fund Custodian") New York Mellon Corporation, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. Portfolio (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding ”), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the Acquiring Fund Portfolio within two business days prior to or on the Closing Date, ; and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the delivery customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities as part and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Portfolio shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Assets. 3.4 If Portfolio, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding Class I, Class S and Class S2 shares owned by each such shareholder immediately prior to the Closing. The Acquiring Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio’s account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Portfolio or the Board of Trustees of the Acquiring Portfolio, accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares Portfolio or the Acquired Fund pursuant to Paragraph 2.1 Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 2.1 The Closing Date shall be December 10occur as of 9:00 a.m. on March 1, 2004, 2011 or such later other date as to which the parties may mutually agree to in writing(the “Closing Date”). All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering the Funds at ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & , ▇▇. (the "Ac▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding , or such other time and/or place as the Closing Date. Such portfolio securities shall be delivered by the parties may mutually agree. 2.2 The Acquired Fund shall deliver to the Acquiring Fund Custodian for at the account Closing a statement of assets and liabilities, including a schedule of the Acquiring Fund on Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record certified by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's recordsPredecessor Company’s Treasurer or Assistant Treasurer. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after at the Closing a certificate of an authorized officer stating that: (a) that the Acquired Assets have been delivered in proper form to the Custodian, on behalf of the Acquiring Fund prior to or on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 2.3 If on the Closing Valuation Date (a) the New York Stock Exchange NYSE or another primary trading market for portfolio securities of the Acquired Fund is closed to trading or trading thereon shall be is restricted or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere is disrupted so that accurate appraisal of the NAV value of the Acquiring Fund Shares or net assets of the Acquired Fund pursuant to Paragraph 2.1 or determination of the net asset value of any class of its shares is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have has been fully resumed and reporting shall have has been restored. 3.5 2.4 The transfer agent for the Acquired Fund shall deliver at the Closing a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers names and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund on the Closing Date, Date to the Secretary of the Predecessor Company or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's ’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10September 6, 2004, 2008 or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Portfolio securities that are held other than in book-entry form in shall direct the name Bank of State Street Bank and Trust Company (the "Acquired Fund Custodian") New York Mellon Corporation, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. Portfolio (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding ”), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the Acquiring Fund Portfolio within two business days prior to or on the Closing Date, ; and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the delivery customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities as part and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Portfolio shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Assets. 3.4 If Portfolio, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding Class I shares owned by each such shareholder immediately prior to the Closing. The Acquiring Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio’s account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Portfolio or the Board of Directors of the Acquiring Portfolio, accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares Portfolio or the Acquired Fund pursuant to Paragraph 2.1 Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall take place on the next business day following the Valuation Date (the "Closing Date"). The Closing Time shall be December 10at ________, 2004, Eastern Time. or at such later date other time as the parties to this Agreement may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise providedagree. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇___________________________, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e or at such other place as the parties to this Agreement may agree. All actions taking place on the Closing Date shall be deemed to take place simultaneously as of ________ a.m. Eastern Time on the Closing Date unless otherwise provided. 3.2 Portfolio securities that are not held other than in book-entry form in the name (together with cash or other assets) shall be transferred or delivered, as appropriate, by The Bank of State Street Bank and Trust Company New York (the "Acquired Fund Custodian") as record holder for or its agents or nominees from the Acquired Fund shall be presented by Orbitex Fund's accounts with the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund , to the Acquiring Fund Custodian for the account accounts of the Acquiring Saratoga Fund on the Closing Date, in accordance with applicable custody provisions under the Investment Company Act of 1940, as amended ("1940 Act"), and, as appropriate, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and thereof. Such portfolio securities shall be accompanied by all any necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereofof such stamps. Portfolio securities held of record by the Acquired Fund Custodian or its agents or nominees in book-entry form on behalf of the Acquired Orbitex Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company transferred to the Acquiring Saratoga Fund by the Custodian by recording the transfer of beneficial ownership thereof on its records and those of its agents and nominees. Any cash of the Acquired Orbitex Fund delivered on the Closing Date shall be in any form as is reasonably directed by the Acquiring Saratoga Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash and shall be delivered on the Closing Date by the Acquired Fund Custodian transmitting crediting the Acquiring Saratoga Fund's account maintained with the Custodian with immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fundfunds. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate If any of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Orbitex Fund Net Assets, for any reason, are not transferred on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired AssetsOrbitex Fund shall cause the Acquired Orbitex Fund Net Assets to be transferred to the Acquiring Saratoga Fund in accordance with this Agreement at the earliest practicable date thereafter. 3.4 If on Orbitex Data Services, Inc., in its capacity as transfer agent for the Closing Date (a) the New York Stock Exchange is closed Acquired Orbitex Fund, shall deliver to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Saratoga Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing Time a list of the names, addresses, federal taxpayer identification numbers numbers, and backup withholding and nonresident alien withholding status and certificates of the Acquired Orbitex Fund Shareholders and the number and percentage ownership aggregate net asset value of outstanding shares of beneficial interest of the Acquired Orbitex Fund Shares owned by each such Acquired Orbitex Fund Shareholder all as of the Valuation Timeclose of regular trading on the NYSE on the Closing Date, certified by the President or a Secretary an appropriate officer of the Safeco Trust and its TreasurerOrbitex Data Services, Secretary or other authorized officer Inc. (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers). The transfer agent for the Acquiring Fund Saratoga Fund, shall issue and deliver to the Acquired Orbitex Fund a confirmation evidencing the Acquiring Saratoga Fund Shares to be credited to each Acquired Orbitex Fund Shareholder on the Closing Liquidation Date, or provide evidence satisfactory to the Acquired Orbitex Fund that such Acquiring Saratoga Fund Shares have been credited to the each Acquired FundOrbitex Fund Shareholder's account on the books of the Acquiring Saratoga Fund. At the Closing, each party Fund shall deliver to the other Fund such bills of sale, checks, assignments, stock certificates, receipts receipts, or other documents as such the other party Fund or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10on or about April 24, 2004, 2020 or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Plan (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m. Eastern time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Funds or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of 3.2. Harbor Funds shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder custodian for the Acquired Fund shall be presented by (“Custodian”), to deliver, at the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) that the Acquired Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund, which Custodian also serves as the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. 3.3. Harbor Funds shall direct Harbor Services Group, Inc., in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund prior to the Closing Date a confirmation evidencing that the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stampsor provide other evidence satisfactory to the Acquired Fund as of the Closing Date that such Acquiring Fund Shares have been credited to the Acquired Fund’s accounts on the books of the Acquiring Fund. At the Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, have been paid, receipts or provision for payment has been made in conjunction with the delivery of portfolio securities other documents as part of the Acquired Assetssuch other party or its counsel may reasonably request. 3.4 If 3.4. In the event that on the Closing Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board or Harbor Capital Advisors, Inc., accurate appraisal of the NAV value of the net assets of the Acquired Fund or the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10, 2004, or such later date as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering Pickerin▇ ▇▇▇▇ ▇▇▇ ▇▇▇r r▇ ▇▇▇, ▇▇ ▇▇▇▇▇ Stree Str▇▇▇, BostonBosto▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e ce as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman Harrima▇ & ▇▇. o. (the "AcA▇▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10September ___, 20042002, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Fund or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "The Acquired Fund Custodian") shall direct Fifth Third Bank, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding ), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made in conjunction with the delivery of made. The Acquired Fund's portfolio securities as part of represented by a certificate or other written instrument shall be presented for examination by the Acquired Assets. 3.4 If on Fund Custodian to the custodian for the Acquiring Fund no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Closing Date (a) for the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV account of the Acquiring Fund Shares or duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of any securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act") in which the Acquired Fund's Assets are deposited and the Custodian, the Acquired Fund's Assets deposited with such depositories. The cash to be transferred by the Acquired Fund pursuant to Paragraph 2.1 is impracticable, shall be delivered by wire transfer of federal funds on the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredDate. 3.5 3.3 The Acquired Fund shall direct InCap Service Company (the "Transfer Agent"), on behalf of the Acquired Fund, to deliver at the Closing a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers names and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares Individual Class and Institutional Class shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Acquired Secretary of the Acquiring Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, Closing each party shall deliver to the other such bills of sale, checks, assignments, stock share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Directors of the Acquired Fund or the Board of Trustees of the Acquiring Fund, accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall take place on the next business day following the Valuation Date (the "Closing Date"). The Closing Time shall be December 10at ________, 2004, Eastern Time. or at such later date other time as the parties to this Agreement may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise providedagree. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇___________________________, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e or at such other place as the parties to this Agreement may agree. All actions taking place on the Closing Date shall be deemed to take place simultaneously as of ________ a.m. Eastern Time on the Closing Date unless otherwise provided. 3.2 Portfolio securities that are not held other than in book-entry form in the name (together with cash or other assets) shall be transferred or delivered, as appropriate, by Bank of State Street Bank and Trust Company New York (the "Acquired Fund Custodian") as record holder for or its agents or nominees from the Acquired Fund shall be presented by Orbitex Fund's accounts with the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund , to the Acquiring Fund Custodian for the account accounts of the Acquiring Saratoga Fund on the Closing Date, in accordance with applicable custody provisions under the Investment Company Act of 1940, as amended ("1940 Act"), and, as appropriate, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and thereof. Such portfolio securities shall be accompanied by all any necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereofof such stamps. Portfolio securities held of record by the Acquired Fund Custodian or its agents or nominees in book-entry form on behalf of the Acquired Orbitex Fund shall be delivered transferred to the Saratoga Fund by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the transfer of beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's recordsits records and those of its agents and nominees. Any cash of the Orbitex Fund delivered on the Closing Date shall be in any form as is reasonably directed by the Saratoga Fund and shall be delivered on the Closing Date by the Acquired Fund Custodian transmitting crediting the Saratoga Fund's account maintained with the Custodian with immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fundfunds. 3.3 The Acquiring If any of the Orbitex Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund Net Assets, for any reason, are not transferred on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made the Orbitex Fund shall cause the Orbitex Fund Net Assets to be transferred to the Saratoga Fund in conjunction accordance with this Agreement at the delivery of portfolio securities as part of the Acquired Assetsearliest practicable date thereafter. 3.4 If on Orbitex Data Services, Inc., in its capacity as transfer agent for the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticableOrbitex Fund, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver to the Saratoga Fund at the Closing Time a list of the names, addresses, federal taxpayer identification numbers numbers, and backup withholding and nonresident alien withholding status and certificates of the Acquired Orbitex Fund Shareholders and the number and percentage ownership aggregate net asset value of outstanding Acquired shares of common stock of the Orbitex Fund Shares owned by each Acquired such Orbitex Fund Shareholder all as of the Valuation Timeclose of regular trading on the NYSE on the Closing Date, certified by the President or a Secretary an appropriate officer of the Safeco Trust and its TreasurerOrbitex Data Services, Secretary or other authorized officer Inc. (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers). The Acquiring Fund transfer agent for the Saratoga Fund, shall issue and deliver to the Acquired Orbitex Fund a confirmation evidencing the Acquiring Saratoga Fund Shares to be credited to each Orbitex Fund Shareholder on the Closing Liquidation Date, or provide evidence satisfactory to the Acquired Orbitex Fund that such Acquiring Saratoga Fund Shares have been credited to the Acquired Fundeach Orbitex Fund Shareholder's account on the books of the Acquiring Saratoga Fund. At the Closing, each party Fund shall deliver to the other Fund such bills of sale, checks, assignments, stock certificates, receipts receipts, or other documents as such the other party Fund or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The closing date (the "Closing Date Date") shall be December 10, 2004, or such later date as the parties may agree to in writingnext business day following the Valuation Date. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (9:00 a.m. Eastern time) time on the Closing Date unless otherwise providedagreed by the parties. The Closing shall be held at the offices of Wilmer Cutler Pickering the transfer agent, Unified Advisers, Inc., ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund . 3.2 LCF securities held by LCF and represented by a certificate or written instrument shall be made available by it or on its behalf to Star Bank, N.A., the custodian bank for Portfolio (the "Portfolio Custodian") for examination no later than three five business days preceding the Closing Valuation Date. Such portfolio LCF securities (together with any cash or other assets) shall be delivered by the Acquired Fund LCF to the Acquiring Fund Portfolio Custodian for the account of the Acquiring Fund Portfolio on or before the Closing Date, Date in conformity with applicable custody provisions under the 1940 Act and duly endorsed in proper form for transfer, transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers. LCF securities and instruments deposited with a securities depository, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for as defined in Rule 17f-4 under the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund 1940 Act, shall be delivered on or before the Closing Date by book entry in accordance with customary practices of such depositories and the Acquired Fund Custodian through Portfolio Custodian. The cash delivered shall be in the Depository Trust Company form of a Federal Funds wire payable to the Acquiring Fund order of "Star Bank, NA, Custodian and by for the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's recordsFiduciary Value Fund". Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date LCF is unable to make good delivery pursuant to this Section to the Portfolio Custodian of any of LCF's portfolio securities because such securities have not yet been delivered to LCF's custodian by its brokers or by the transfer agent for such securities, then the delivery requirement of this Section with respect to such securities shall be waived, and LCF shall deliver to the Portfolio Custodian on or by said Closing Date with respect to said undelivered securities executed copies of an agreement or assignment in a form satisfactory to the Portfolio Custodian, together with such other documents including brokers' confirmations, as may be reasonably requested by Portfolio. 3.3 In the event that on the Valuation Date (a) the New York Stock Exchange is shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of both Portfolio and LCF, accurate appraisal of the NAV value of the Acquiring Fund Shares net assets of Portfolio or the Acquired Fund pursuant to Paragraph 2.1 LCF is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored. 3.5 The Acquired Fund 3.4 LCF shall deliver to Portfolio or its designee (a) at the Closing Closing, a list list, certified by LCF's Secretary, of the names, addressesaddresses and taxpayer identification numbers of LCF's shareholders and the number of outstanding LCF Shares owned by each such shareholder, federal all as of the Valuation Date, and (b) as soon as practicable after the Closing, all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the LCF shareholders' taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President their liability for or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived exemption from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersback-up withholding. The Acquiring Fund Portfolio shall issue and deliver to the Acquired Fund LCF a confirmation evidencing delivery of the Acquiring Fund Portfolio Shares to be credited on the Closing Date, or provide evidence satisfactory Date to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring FundLCF shareholders. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificatesassumption agreements, receipts or other documents documentation as such other party or its counsel may reasonably requestrequest to effect the consummation of the transactions contemplated by this Agreement.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10February 13, 2004, 2004 or such later date as the parties may agree to in writing. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise providedprovided (the "Closing"). The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇Hale and Dorr LLP, ▇▇ ▇60 S▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are not held other than in book-entry form in the name of State Street Bank and Trust Company U.S. Bank, N.A. (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio Portfolio securities which are not held in book-entry form shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered to the Acquiring Fund by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the transfer of beneficial ownership thereof by the Acquiring Fund on the Acquiring Acquired Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has shall have been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. Any cash delivered shall be in the form of currency or by the Acquired Fund Custodian crediting the Acquiring Fund's account maintained with the Acquiring Fund Custodian with immediately available funds by wire transfer pursuant to instruction delivered prior to Closing. 3.4 If In the event that on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund Assets pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding shares of beneficial interest of the Acquired Fund Shares owned by each such Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust Company and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco TrustCompany's records by such officers or one of the Safeco TrustCompany's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10[ ], 20042025, or such later other date as the parties may agree to in writing. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Trust or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of 3.2. The Trust shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") Company, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund ”), to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after at the Closing a certificate of an authorized officer stating that: (ai) the Acquired Assets have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, ; and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made in conjunction with the delivery of made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the Assets of the Acquiring Fund for examination no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as part of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Trust, on behalf of the Acquired AssetsFund, shall direct the Custodian to deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940 (the “1940 Act”)) in which the Assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by an Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.4 If 3.3. The Trust shall direct The Lincoln National Life Insurance Company, as transfer agent for the Acquired Fund (the “Transfer Agent”), to deliver at the Closing a certificate of an authorized officer stating that: (i) its records contain the names and addresses of the Acquired Fund Shareholders, and (ii) the number and percentage ownership of outstanding shares (of the classes listed in Exhibit A) owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquired Fund, or provide evidence satisfactory to the Trust that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date: (a) the New York Stock Exchange is or another primary trading market for portfolio securities of an Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of the Trust, accurate appraisal of the NAV value of the Acquiring Fund Shares or net assets of the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Subject to the terms and conditions set forth herein, the Closing Date shall be December 10March 2, 20042007, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, & ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e LLP or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of The Acquired Entity shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for to transfer ownership of the Assets from the accounts of the Acquired Fund shall be presented by that the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") Custodian maintains as custodian for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account accounts of the Acquiring Fund on that the Closing Date, duly endorsed in proper form for transfer, in such condition Custodian maintains as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check custodian for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Acquiring Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company and to deliver to the Acquiring Fund Custodian and by Fund, at the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing Closing, a certificate of an authorized officer stating that: that (ai) the Assets of the Acquired Assets Fund have been delivered in proper form to the Acquiring Fund on so transferred as of the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. 3.3 The Acquired Entity shall direct PFPC Inc., in conjunction with the delivery of portfolio securities its capacity as part of transfer agent for the Acquired Assets. 3.4 If on the Closing Date Fund (a) the New York Stock Exchange is closed Transfer Agent), to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of deliver to the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers name and backup withholding and nonresident alien withholding status and certificates address of the each Acquired Fund Shareholders Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such appropriate number of Acquiring Fund Shares have been credited to the Acquired Fund's Funds account on the books of the Acquiring Fund. At the Closing, each party shall deliver Fund pursuant to paragraph 1.1 prior to the other such bills actions contemplated by paragraph 1.4 and (b) the appropriate number of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably requestAcquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10October 20, 20042014, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "“Closing"”) shall be deemed to take place simultaneously as immediately prior to the opening of 5:00 p.m. (Eastern time) business on the Closing Date unless otherwise providedagreed to by the parties. The opening of business on the Closing Date shall be as of the opening of business on the NYSE (ordinarily 9:30 a.m., Eastern Time). The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e HIMCO Variable Insurance Trust or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired 3.2. Hartford Series Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇direct J.▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") C▇▇▇▇ Bank, N.A., as custodian for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund (“Custodian”), to deliver to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after Registrants at the Closing a certificate of an authorized officer of the Custodian stating that: (a) that the Assets of the Acquired Assets Fund have been delivered in proper form to the Acquiring Fund on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and (b) all necessary transfer taxes including all applicable federal such certificates and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of other written instruments shall be transferred and delivered by the Acquired Assets. 3.4 If on Fund as of the Closing Date (a) for the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV account of the Acquiring Fund Shares or duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and such persons and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund pursuant to Paragraph 2.1 is impracticable, shall be delivered by wire transfer of Federal funds on the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredDate. 3.5 The 3.3. Hartford Series Fund shall direct Hartford Administrative Services Company, in its capacity as transfer agent for the Acquired Fund shall (“Transfer Agent”), to deliver to the Registrants at the Closing a list certificate of an authorized officer of the names, addresses, federal taxpayer identification numbers Transfer Agent stating that its records contain the names and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Closing. The Secretary of the Safeco HIMCO Variable Insurance Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information shall confirm that (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one appropriate number of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's ’s account on the books of the Acquiring FundFund pursuant to paragraph 1.1 herein prior to the actions contemplated by paragraph 1.4 herein and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4 herein. At the Closing, each party Closing the Registrants shall deliver to the other execute such bills of sale, checks, assignments, stock share certificates, if any, receipts or other documents as necessary to effect the Reorganization. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Directors of Hartford Series Fund, accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Closing Date shall be postponed until the earliest practicable date. 3.5. Prior to Closing, HIMCO Variable Insurance Trust shall have authorized the issuance of and shall have issued an Acquiring Fund Share to Hartford Investment Management Company in consideration of the payment of the offering price of such Acquiring Fund Share, as determined by HIMCO Variable Insurance Trust’s Board of Trustees, for the purpose of enabling Hartford Investment Management Company to vote to (a) approve the investment management agreement between HIMCO Variable Insurance Trust, on behalf of the Acquiring Fund, and Hartford Investment Management Company; (b) approve any plan adopted by the Acquiring Fund pursuant to Rule 12b-1 under the 1940 Act; and (c) take such other party steps related to the inception of operations of such Acquiring Fund as deemed necessary or its counsel may reasonably requestappropriate by the Trustees of HIMCO Variable Insurance Trust. At the effective time of Closing, the Acquiring Fund Share issued pursuant to this paragraph 3.5 shall be redeemed by the Acquiring Fund at the offering price of an Acquiring Fund Share.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10April , 20042009, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the close of business on the Closing Date unless otherwise providedagreed to by the parties. The “close of business” on the Closing Date shall be as of 5:00 p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇.▇. ▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e Investment Management Inc. or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Series Trust Company II shall direct JPMorgan Chase Bank, N.A. (the "“JPMCB”), as custodian for each Acquired Fund (“Acquired Fund Custodian") as record holder for ”), to deliver to JPMIT, at the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Assets of each Acquired Assets Fund have been delivered in proper form to the respective Acquiring Fund on the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all 4 applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made. Each Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMCB, as the custodian for each Acquiring Fund (“Acquiring Fund Custodian”). Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the respective Acquiring Fund duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund Custodian shall deliver to the Acquiring Fund Custodian as of the Closing Date by book entry, in accordance with the delivery of portfolio securities as part customary practices of the Acquired AssetsFund Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, the Assets of each Acquired Fund deposited with such depositories. The cash to be transferred by each Acquired Fund shall be delivered to the Acquiring Fund Custodian on the Closing Date. 3.3 Series Trust II shall direct Boston Financial Data Services, Inc., in its capacity as transfer agent for each Acquired Fund (“Transfer Agent”), to deliver to JPMIT at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of Acquired Fund Shares owned by each such Shareholder immediately prior to the Closing. Each Acquiring Fund shall deliver to the Secretary of the respective Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to such Acquired Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 If on In the Closing event that at the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of any Acquiring Fund or any Acquired Fund (each an “Exchange”) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that accurate appraisal of the NAV value of the net assets of any Acquired Fund or any Acquiring Fund Shares or is impracticable (in the judgment of the Board of Trustees of JPMIT with respect to the Acquiring Funds and the Board of Trustees of Series Trust II with respect to the Acquired Fund pursuant to Paragraph 2.1 is impracticableFunds), the Closing Date shall be postponed with respect to such Acquired Fund or Acquiring Fund until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Subject to the terms and conditions set forth herein, the Closing Date shall be December 10November 9, 20042007, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the "close of business" on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Fund's net asset value is calculated in accordance with paragraph 2 and after the declaration of any dividends. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of The Trust shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for to transfer ownership of the Assets from the accounts of the Acquired Fund shall be presented by that the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") Custodian maintains as custodian for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account accounts of the Acquiring Fund on that the Closing Date, duly endorsed in proper form Custodian maintains as custodian for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to deliver to the Acquiring Fund Custodian Trust, at the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing Closing, a certificate of an authorized officer stating that: (a) that the Assets of the Acquired Assets have been Fund are being delivered in proper form to the Acquiring Fund on as of the Closing Date, and (b) . The Acquired Fund shall deliver a certificate stating that all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assetsmade. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon 3.3 The Trust shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund pursuant ("Transfer Agent"), to Paragraph 2.1 is impracticable, deliver to the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver Trust at the Closing a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers name and backup withholding and nonresident alien withholding status and certificates address of the each Acquired Fund Shareholders Shareholder and the number and percentage ownership of outstanding the Acquired Fund Shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Secretary of the Trust, on behalf of the Acquired Fund Fund, a confirmation evidencing that (a) the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such appropriate number of Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring FundFund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, stock share certificates, if any, receipts or other documents as such the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable (in the judgment of the Board), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 The Subject to the terms and conditions set forth herein, the Closing Date shall be December 101, 20042006, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the "close of business" on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Fund's net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, & ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e LLP or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of The Acquired Entity shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for to transfer ownership of the Assets from the accounts of the Acquired Fund shall be presented by that the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") Custodian maintains as custodian for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account accounts of the Acquiring Fund on that the Closing Date, duly endorsed in proper form for transfer, in such condition Custodian maintains as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check custodian for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Acquiring Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company and to deliver to the Acquiring Fund Custodian and by Entity, at the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing Closing, a certificate of an authorized officer stating that: that (ai) the Assets of the Acquired Assets Fund have been delivered in proper form to the Acquiring Fund on so transferred as of the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assetsmade. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon 3.3 The Acquired Entity shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund pursuant ("Transfer Agent"), to Paragraph 2.1 is impracticable, deliver to the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver Acquiring Entity at the Closing a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers name and backup withholding and nonresident alien withholding status and certificates address of the each Acquired Fund Shareholders Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such appropriate number of Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver Fund pursuant to paragraph 1.1 prior to the other such bills actions contemplated by paragraph 1.4 and (b) the appropriate number of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably requestAcquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.

CLOSING AND CLOSING DATE. 3.1 2.1 The Closing Date shall be December 10occur as of 9:00 a.m. on April, 2004, 2011 or such later other date as to which the parties may mutually agree to in writing(the “Closing Date”). All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering the Funds at ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇e as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & , ▇▇. (the "Ac▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding , or such other time and/or place as the Closing Date. Such portfolio securities shall be delivered by the parties may mutually agree. 2.2 The Acquired Fund shall deliver to the Acquiring Fund Custodian for at the account Closing a statement of assets and liabilities, including a schedule of the Acquiring Fund on Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record certified by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's recordsPredecessor Company’s Treasurer or Assistant Treasurer. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after at the Closing a certificate of an authorized officer stating that: (a) that the Acquired Assets have been delivered in proper form to the Custodian, on behalf of the Acquiring Fund Fund, prior to or on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 2.3 If on the Closing Valuation Date (a) the New York Stock Exchange NYSE or another primary trading market for portfolio securities of the Acquired Fund is closed to trading or trading thereon shall be is restricted or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere is disrupted so that accurate appraisal of the NAV value of the Acquiring Fund Shares or net assets of the Acquired Fund pursuant to Paragraph 2.1 or determination of the net asset value of any class of its shares is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have has been fully resumed and reporting shall have has been restored. 3.5 2.4 The transfer agent for the Acquired Fund shall deliver at the Closing a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers names and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund on the Closing Date, Date to the Secretary of the Predecessor Company or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's ’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10April 28, 20042007, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date, unless otherwise agreed to by the parties. The close of business on the Closing Date unless otherwise providedshall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Portfolio securities that are held other than in book-entry form in shall direct the name Bank of State Street Bank and Trust Company (the "Acquired Fund Custodian") New York, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. Portfolio (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding ”), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the Acquiring Fund Portfolio within two (2) business days prior to or on the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five (5) business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the delivery customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities as part and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Portfolio shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Assets. 3.4 If Portfolio, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding Adviser Class, Service Class, Service 2 Class and Institutional Class shares owned by each such shareholder immediately prior to the Closing. The Acquiring Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio’s account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of Trustees, accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares Portfolio or the Acquired Fund pursuant to Paragraph 2.1 Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10September 23, 20042005, or such later date as the parties may agree to in writing. All acts necessary to consummation consummate the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇r ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ Stre▇▇▇▇▇▇, Boston▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e or at such other place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street AmSouth Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. (the "Acquiring Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco AmSouth Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco AmSouth Trust's records by such officers or one of the Safeco AmSouth Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Subject to the terms and conditions set forth herein, the Closing Date shall be December 10April 27, 20042007, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the "close of business" on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Fund's net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, & ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e LLP or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of The Trust shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for to transfer ownership of the Assets from the accounts of the Acquired Fund shall be presented by that the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") Custodian maintains as custodian for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account accounts of the Acquiring Fund on that the Closing Date, duly endorsed in proper form Custodian maintains as custodian for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to deliver to the Acquiring Fund Custodian Trust, at the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing Closing, a certificate of an authorized officer stating that: that (ai) the Assets of the Acquired Assets Fund have been delivered in proper form to the Acquiring Fund on so transferred as of the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assetsmade. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon 3.3 The Trust shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund pursuant ("Transfer Agent"), to Paragraph 2.1 is impracticable, deliver to the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver Trust at the Closing a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers name and backup withholding and nonresident alien withholding status and certificates address of the each Acquired Fund Shareholders Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Acquired Fund provide a confirmation evidencing that (a) the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such appropriate number of Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver Fund pursuant to paragraph 1.1 prior to the other actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such bills Exchange or elsewhere shall be disrupted so that, in the judgment of salethe Board, checksaccurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably requestthe Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 2.1. The Closing Date shall be December 10November 19, 20042010, or such later date as the parties may agree to in writing. All acts necessary to consummation consummate the Reorganization (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the principal offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇the Acquiring Fund, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e ▇▇, Jersey City, NJ 07302-3973, or at such other place as the parties may agree. 3.2 2.2. Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "“Acquired Fund Custodian"”) as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. State Street Bank and Trust Company (the "Ac▇▇▇▇▇▇▇ “Acquiring Fund Custodian"”) for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's ’s records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 2.3. The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 2.4. If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticablerestricted, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 2.5. The Acquired Fund shall deliver deliver, or cause its transfer agent to deliver, at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Timeimmediately before Closing, certified by the President or a Secretary of the Safeco Trust Company and its Treasurer, Secretary or other authorized officer (the "“Shareholder List"”) as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's Company’s records by such officers or one of the Safeco Trust's Company’s service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's ’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts receipts, or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 2.1. The Closing Date shall be December [June 10], 20042016, or such later date as the parties may agree to in writing. All acts necessary to consummation consummate the Reorganization (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the principal offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Fund or at such other place as the parties may agreeagree in writing. 3.2 2.2. Portfolio securities of the Acquired Fund that are held other than in book-entry form in the name of State Street U.S. Bank and Trust Company National Association (the "“Acquired Fund Custodian"”) as custodian and record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. State Street Bank and Trust Company (the "Ac▇▇▇▇▇▇▇ “Acquiring Fund Custodian"”) for examination no later than three business days preceding the Closing Date, together with a description of all contractual restrictions, if any, on the transfer of the Acquired Assets. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's ’s records. Any cash maintained by the Acquired Fund shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 2.3. The Acquiring Acquired Fund shall direct the Acquired Fund Custodian shall to deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 2.4. If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticablerestricted, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 2.5. The Acquired Fund shall deliver deliver, or cause its transfer agent to deliver, at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Timeimmediately before Closing, certified by the President or a the Secretary of the Safeco Trust AST and its Treasurer, Secretary or other authorized officer (the "“Shareholder List"”) as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund CustodianFund’s transfer agent, or (c) derived from the Safeco Trust's AST’s records by such officers or one of the Safeco Trust's AST’s service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's ’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, assumptions, stock certificates, receipts receipts, or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10June 13, 20042014, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the close of business on the Closing Date unless otherwise providedagreed to by the parties. The “close of business” on the Closing Date shall be as of 5:00 p.m., New York time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇.▇. ▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e Investment Management Inc. or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company II shall direct JPMorgan Chase Bank, N.A. (the "“JPMCB”), as custodian for each Acquired Fund (“Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund ”), to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund deliver to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateTrust I, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after , at the Closing Closing, a certificate of an authorized officer stating that: that (ai) the Assets of each Acquired Assets Fund have been delivered in proper form to the Acquiring Fund on the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made. Each Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMCB, as the custodian for the Acquiring Fund (“Acquiring Fund Custodian”). Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund Custodian shall deliver to the Acquiring Fund Custodian as of the Closing Date by book entry, in accordance with the delivery of portfolio securities as part customary practices of the Acquired AssetsFund Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, the Assets of each Acquired Fund deposited with such depositories. The cash to be transferred by each Acquired Fund shall be delivered to the Acquiring Fund Custodian on the Closing Date. 3.3 Trust II shall direct Boston Financial Data Services, Inc., in its capacity as transfer agent for each Acquired Fund (“Transfer Agent”), to deliver to Trust I, on behalf of the Acquiring Fund, at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of Acquired Fund Shares owned by each such Shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the respective Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to such Acquired Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 If on In the Closing event that at the Valuation Date (a) the New York Stock Exchange is NYSE or another primary trading market for portfolio securities of the Acquiring Fund or any Acquired Fund (each an “Exchange”) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that accurate appraisal of the NAV value of the net assets of any Acquired Fund or the Acquiring Fund Shares or is impracticable (in the judgment of the Board of Trustees of Trust I with respect to the Acquiring Fund and the Board of Trustees of Trust II with respect to the Acquired Fund pursuant to Paragraph 2.1 is impracticableFunds), the Closing Date shall be postponed with respect to such Acquired Fund or Acquiring Fund until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10July 19, 20042013, or such later date as the parties may agree to in writing. All acts necessary to consummation consummate the Reorganization (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the principal offices of Wilmer Cutler Pickering ▇▇▇the Acquiring Fund, 9▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e ▇▇, Jersey City, NJ 07302-3973, or at such other place as the parties may agree. 3.2 3.2. Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired “Target Fund Custodian"”) as record holder for the Acquired Target Fund shall be presented by the Acquired Target Fund to Brown Brothers Harriman & ▇▇. State Street Bank and Trust Company (the "Ac▇▇▇▇▇▇▇ “Acquiring Fund Custodian"”) for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Target Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Target Fund Custodian in book-entry form on behalf of the Acquired Target Fund shall be delivered by the Acquired Target Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's ’s records. Any cash shall be delivered by the Acquired Target Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Target Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 3.3. The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Target Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Target Assets. 3.4 3.4. If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Target Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 3.5. The Acquired Fund Equity Trust shall deliver deliver, or cause its transfer agent to deliver, at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Target Fund Shareholders and the number and percentage ownership of outstanding Acquired Target Fund Shares owned by each Acquired Target Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Equity Trust and its Treasurer, Secretary or other authorized officer (the "“Shareholder List"”) as being an accurate record of the information (a) provided by the Acquired Target Fund Shareholders, (b) provided by the Acquired Target Fund Custodian, or (c) derived from the Safeco Equity Trust's ’s records by such officers or one of the Safeco Equity Trust's ’s service providers. The Acquiring Fund Securities Trust shall issue and deliver to the Acquired Target Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Target Fund that such Acquiring Fund Shares have been credited to the Acquired Target Fund's ’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts receipts, or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10March 22, 20042013, or such later date as the parties may agree to in writing. All acts necessary to consummation consummate the Reorganization (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the principal offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇the Acquiring Fund, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e ▇▇, Jersey City, NJ 07302-3973, or at such other place as the parties may agree. 3.2 3.2. Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "“Acquired Fund Custodian"”) as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. State Street Bank and Trust Company (the "Ac▇▇▇▇▇▇▇ “Acquiring Fund Custodian"”) for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's ’s records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 3.3. The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 3.4. If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 3.5. The Acquired Fund shall deliver deliver, or cause its transfer agent to deliver, at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust Acquired Fund and its Treasurer, Secretary or other authorized officer (the "“Shareholder List"”) as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's Acquired Fund’s records by such officers or one of the Safeco Trust's Acquired Fund’s service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's ’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts receipts, or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10as of ____________, 20041999, or as of such later other date on or before ____________, 1999 as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at 5:00 p.m., Boston time, at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇the Acquiring Fund, ▇▇ ▇▇▇▇▇ Stre▇▇▇▇▇▇, Boston▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e , or at such other time and/or place as the parties may agreeagree in writing. 3.2 Portfolio securities that are not held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") Custodian as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") Custodian for examination no later than three five business days preceding the Closing Valuation Date. Such portfolio Portfolio securities which are not held in book-entry form shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian by recording the beneficial transfer of ownership thereof on its records. The cash delivered shall be in the form of currency or by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund's account maintained with the Custodian with immediately available funds. 3.3 The Acquiring Fund Custodian shall deliver within one business day after In the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund event that on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing proposed Valuation Date (a) the New York Stock Exchange is shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange said Exchange or elsewhere is shall be disrupted so that accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored on or before ________________, 1999, this Agreement may be terminated by the Acquiring Fund or the Acquired Fund upon the giving of written notice to the other party. 3.5 3.4 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders shareholders and the number and percentage ownership of outstanding shares of each class of shares of beneficial interest of the Acquired Fund Shares owned by each Acquired Fund Shareholder such shareholder, all as of the close of business on the Valuation TimeDate, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers). The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Liquidation Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, Closing each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10June 17, 2004, 2005 or such later date as the parties may agree to in writing. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise providedprovided (the "Closing"). The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇r ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ Stre▇▇▇▇▇▇, Boston▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e , or at such other place as the parties may agree. 3.2 Portfolio securities that are not held other than in book-entry form in the name of State Street Bank and Trust Company U.S. Bank, N.A. (the "Acquired Fund Custodian") ), as custodian of the Acquired Fund and as record holder for the Acquired Fund Fund, shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Acquiring Fund Custodian") Custodian for examination no later than three business days preceding the Closing Date. Such portfolio Portfolio securities which are not held in book-entry form shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered to the Acquiring Fund by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the transfer of beneficial ownership thereof by the Acquiring Fund on the Acquiring Acquired Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has shall have been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. Any cash delivered shall be in the form of currency or by the Acquired Fund Custodian crediting the Acquiring Fund's account maintained with the Acquiring Fund Custodian with immediately available funds by wire transfer pursuant to instructions delivered prior to Closing. 3.4 If In the event that on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted is restricted, or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund Assets pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall cause its transfer agent to deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding shares of beneficial interest of the Acquired Fund Shares owned by each such Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust Acquired Fund and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco TrustAcquired Fund's records by such officers or one of the Safeco TrustAcquired Fund's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund at the Closing (i) an instrument of assumption satisfactory to the Acquired Fund assuming all the Assumed Liabilities and (ii) a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10July 13, 20042018, or such later date as the parties may agree to in writing. All acts necessary to consummation consummate the Reorganization (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the principal offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇the Acquiring Fund, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e ▇▇, Jersey City, NJ 07302-3973, or at such other place as the parties may agree. 3.2 3.2. Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired “Target Fund Custodian"”) as record holder for the Acquired Target Fund shall be presented by the Acquired Target Fund to Brown Brothers Harriman & ▇▇. State Street Bank and Trust Company (the "Ac▇▇▇▇▇▇▇ “Acquiring Fund Custodian"”) for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Target Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with customary settlement practices or, in the custom case of brokersportfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Acquiring Fund Custodian in accordance with applicable law and shall be accompanied by all necessary federal and state federal, state, non-U.S. or other stock transfer stamps or a check provision has been made for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Target Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Target Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 3.3. The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Target Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state federal, state, non-U.S. or other stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Target Assets. 3.4 3.4. If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Target Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 3.5. The Acquired Target Fund shall deliver deliver, or cause its transfer agent to deliver, to the Acquiring Fund, at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Target Fund Shareholders and the number and percentage ownership of outstanding Acquired Target Fund Shares owned by each Acquired Target Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust Target Fund and its Treasurer, Secretary or other authorized officer (the "“Shareholder List"”) as being an accurate record of the information (a) provided by the Acquired Target Fund Shareholders, (b) provided by the Acquired Target Fund Custodian, or (c) derived from the Safeco Trust's Target Fund’s records by such officers or one of the Safeco Trust's Target Fund’s service providers. The Acquiring Fund shall issue and deliver to the Acquired Target Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Target Fund that such Acquiring Fund Shares have been credited to the Acquired Target Fund's ’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts receipts, or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10April 26, 20042008, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Portfolio securities that are held other than in book-entry form in shall direct the name Bank of State Street Bank and Trust Company (the "Acquired Fund Custodian") New York Mellon Corporation, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. Portfolio (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding ”), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the Acquiring Fund Portfolio within two business days prior to or on the Closing Date, ; and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the delivery customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities as part and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Portfolio shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Assets. 3.4 If Portfolio, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding ADV Class, Class S and Class I shares owned by each such shareholder immediately prior to the Closing. The Acquiring Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio’s account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of Directors of the Acquired Portfolio or the Board of Directors of the Acquiring Portfolio, accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares Portfolio or the Acquired Fund pursuant to Paragraph 2.1 Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10February 22nd, 2004, 2019 or such later date as the parties may agree to in writing. All acts necessary to consummation consummate the Reorganization (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the principal offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇the Funds, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e ▇▇, Jersey City, NJ 07302-3973, or at such other place as the parties may agree. 3.2 3.2. Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired “Target Fund Custodian"”) as record holder for the Acquired Target Fund shall be presented by the Acquired Target Fund to Brown Brothers Harriman & ▇▇. State Street Bank and Trust Company (the "Ac▇▇▇▇▇▇▇ “Acquiring Fund Custodian"”) for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Target Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with customary settlement practices or, in the custom case of brokersportfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Acquiring Fund Custodian in accordance with applicable law and shall be accompanied by all necessary federal and state federal, state, non-U.S. or other stock transfer stamps or a check provision has been made for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Target Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Target Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 3.3. The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Target Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state federal, state, non-U.S. or other stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Target Assets. 3.4 3.4. If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Target Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 3.5. The Acquired Target Fund shall deliver deliver, or cause its transfer agent to deliver, to the Acquiring Fund, at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Target Fund Shareholders and the number and percentage ownership of outstanding Acquired Target Fund Shares owned by each Acquired Target Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust Target Fund and its Treasurer, Secretary or other authorized officer (the "“Shareholder List"”) as being an accurate record of the information (a) provided by the Acquired Target Fund Shareholders, (b) provided by the Acquired Target Fund Custodian, or (c) derived from the Safeco Trust's Target Fund’s records by such officers or one of the Safeco Trust's Target Fund’s service providers. The Acquiring Fund shall issue and deliver to the Acquired Target Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Target Fund that such Acquiring Fund Shares have been credited to the Acquired Target Fund's ’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts receipts, or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Subject to the terms and conditions set forth herein, the Closing Date shall be December 10September 21, 20042007, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of the class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e ▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of The Acquired Entity shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for to transfer ownership of the Assets from the accounts of the Acquired Fund shall be presented by that the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") Custodian maintains as custodian for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account accounts of the Acquiring Fund on that the Closing Date, duly endorsed in proper form for transfer, in such condition Custodian maintains as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check custodian for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Acquiring Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company and to deliver to the Acquiring Fund Custodian and by Entity, at the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing Closing, a certificate of an authorized officer stating that: that (ai) the Assets of the Acquired Assets Fund have been delivered in proper form to the Acquiring Fund on so transferred as of the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. 3.3 The Acquired Entity shall direct PFPC Inc., in conjunction with its capacity as transfer agent for the delivery Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of portfolio securities as part an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of the outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired AssetsFund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 If In the event that on the Closing Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that accurate appraisal of the NAV value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund Shares or and the Acquired Fund pursuant Entity Board with respect to Paragraph 2.1 is impracticablethe Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10October 28, 2004, 2009 or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Plan (the "“Closing"”) shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m. Eastern time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Funds or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of Eclipse Funds shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder custodian for the Acquired Fund shall be presented by (“Custodian”), to deliver, at the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) that the Acquired Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund, which Custodian also serves as the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. 3.3 Eclipse Funds shall direct NYLIM Service Company LLC, in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Investor Class, Class A, Class B, Class C, Class I and Class R3 shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund prior to the Closing Date a confirmation evidencing that the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stampsor provide other evidence satisfactory to the Acquired Fund as of the Closing Date that such Acquiring Fund Shares have been credited to the Acquired Fund’s accounts on the books of the Acquiring Fund. At the Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, have been paid, receipts or provision for payment has been made in conjunction with the delivery of portfolio securities other documents as part of the Acquired Assetssuch other party or its counsel may reasonably request. 3.4 If In the event that on the Closing Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Boards, accurate appraisal of the NAV value of the net assets of the Acquired Fund or the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10April 26, 2004, 2008 or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Portfolio securities that are held other than in book-entry form in shall direct the name Bank of State Street Bank and Trust Company (the "Acquired Fund Custodian") New York Mellon Corporation., as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. Portfolio (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding ”), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the Acquiring Fund Portfolio within two business days prior to or on the Closing Date, ; and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the delivery customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities as part and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Portfolio shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Assets. 3.4 If Portfolio, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding S Class and S2 Class shares owned by each such shareholder immediately prior to the Closing. The Acquiring Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio’s account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Portfolio or the Board of Directors of the Acquiring Portfolio, accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares Portfolio or the Acquired Fund pursuant to Paragraph 2.1 Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Closing Date shall be December 10, 2004February 27,2012, or such earlier or later date as the parties may agree to in writing. All acts necessary to consummation consummate the Reorganization (the "Closing") shall be deemed to take place simultaneously immediately prior to the opening of business on February 27,2012, or on such other date as may be mutually agreed in writing by an authorized officer of 5:00 p.m. each party (Eastern time) on the Closing Date unless otherwise providedEffective Time). The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇[.], ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e or at such other place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Huntington National Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. State Street Bank and Trust Company (the "Ac▇▇▇▇▇▇▇ Acquiring Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities The Acquired Trust, on behalf of the Acquired Fund, shall be delivered by instruct the Acquired Fund Custodian to deliver any such portfolio securities that the Acquired Fund Custodian so holds at the Valuation Time to the Acquiring Fund Custodian for the account of the Acquiring Fund on as of the Closing DateEffective Time, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered at the Effective Time by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's Custodians records. Any cash balances maintained by the Acquired Fund Custodian shall be delivered at the Effective Time by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount funds to the account of the Acquiring Fund. 3.3 The Acquiring Acquired Fund Custodian shall deliver within one business day after at the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on as of the Closing DateEffective Time, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on immediately prior to the Closing Date Valuation Time (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV N A V of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 hereof is impracticable, the Closing Date Date, Valuation Time and Effective Time shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later date as may be mutually agreed in writing by an authorized officer of each party. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or Vice President or a Secretary or Assistant Secretary of the Safeco Acquired Trust and its Treasurer, Secretary Assistant Treasurer or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's Acquired Trusts records by such officers or one of the Safeco Trust's Acquired Trusts service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on at the Closing DateEffective Time, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's Funds account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date for the Reorganization shall be December 10August 27, 20042010, or such later other date as the parties to such Reorganization may agree to in writing. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the close of trading on the NYSE on the Closing Date unless otherwise provided. The Closing shall be held as of 9:00 a.m., at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e Credit Suisse or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of 3.2. State Street Bank and Trust Company (Company, the "Acquired Fund Custodian") as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian , shall deliver within one business day as soon as practicable after the Closing a certificate of an authorized officer stating thatstatingthat: (a) the Acquired Assets Fund's portfolio securities, cash and any other assets have been delivered in proper form to the Acquiring Fund on the Closing Date, Date and (b) all necessary transfer taxes necessarytaxes, including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment forpayment has been made made, in conjunction with the delivery of portfolio securities as part of the Acquired Assetssecurities. 3.4 If 3.3. In the event that on the Closing Valuation Date (a) the New York Stock Exchange is NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange the NYSE or elsewhere is shall be disrupted so that accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 3.4. The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers names and backup withholding and nonresident alien withholding status and certificates addresses of the Acquired Fund Shareholders Fund's shareholders and the number and percentage ownership class of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by Closing or provide such information to the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco TrustAcquiring Fund's records by such officers or one of the Safeco Trust's service providerstransfer agent. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund's account on the Closing Date, Date to the Secretary of the Acquired Fund or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party the Acquired Fund and the Trust, on behalf of the Acquiring Fund, shall deliver to the other such counsel any bills of sale, ,checks, assignments, stock share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 The Subject to the terms and conditions set forth herein, the Closing Date shall be December 101, 20042006, or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization closing of the transactions provided for in this Agreement (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) the "close of business" on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Fund's net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, & ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e LLP or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of The Acquired Entity shall direct State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for to transfer ownership of the Assets from the accounts of the Acquired Fund shall be presented by that the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") Custodian maintains as custodian for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account accounts of the Acquiring Fund on that the Closing Date, duly endorsed in proper form for transfer, in such condition Custodian maintains as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check custodian for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Acquiring Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company and to deliver to the Acquiring Fund Custodian and by Fund, at the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing Closing, a certificate of an authorized officer stating that: that (ai) the Assets of the Acquired Assets Fund have been delivered in proper form to the Acquiring Fund on so transferred as of the Closing Date, and (bii) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. 3.3 The Acquired Entity shall direct PFPC, Inc., in conjunction with the delivery of portfolio securities its capacity as part of transfer agent for the Acquired Assets. 3.4 If on the Closing Date Fund (a) the New York Stock Exchange is closed "Transfer Agent"), to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of deliver to the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list certificate of an authorized officer stating that its records contain the names, addresses, federal taxpayer identification numbers name and backup withholding and nonresident alien withholding status and certificates address of the each Acquired Fund Shareholders Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each Acquired Fund Shareholder as of such shareholder immediately prior to the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providersClosing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such appropriate number of Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring FundFund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, stock share certificates, if any, receipts or other documents as such the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Fund Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 3.1. The Closing Date shall be December 10September 6, 2004, 2008 or such later other date as the parties may agree to in writingagree. All acts necessary to consummation taking place at the Reorganization (the "Closing") Closing shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) immediately after the close of business on the Closing Date unless otherwise providedagreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m., Eastern Time. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇e the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Portfolio securities that are held other than in book-entry form in shall direct the name Bank of State Street Bank and Trust Company (the "Acquired Fund Custodian") New York Mellon Corporation, as record holder custodian for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. Portfolio (the "Ac▇▇▇▇▇▇▇ Fund “Custodian") for examination no later than three business days preceding ”), to deliver, at the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing DateClosing, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: that (ai) the Acquired Assets shall have been delivered in proper form to the Acquiring Fund Portfolio within two business days prior to or on the Closing Date, ; and (bii) all necessary transfer taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid, paid or provision for payment has been made made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the delivery customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities as part and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Portfolio shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Assets. 3.4 If Portfolio, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding Class S and Class S2 shares owned by each such shareholder immediately prior to the Closing. The Acquiring Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio’s account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange is or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio shall be closed to trading or trading thereon thereupon shall be restricted restricted, or (b) trading or the reporting of trading on such exchange Exchange or elsewhere is shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Portfolio or the Board of Trustees of the Acquiring Portfolio, accurate appraisal of the NAV value of the net assets of the Acquiring Fund Shares Portfolio or the Acquired Fund pursuant to Paragraph 2.1 Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.