Common use of Further conditions precedent Clause in Contracts

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Current Fund's ’s shareholders in accordance with the provisions of the Safeco Current Trust's ’s Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Current Fund's ’s shareholders shall have been delivered by the Acquired Current Fund to the Acquiring Successor Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders order suspending the effectiveness of such the Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;; and 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering B▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, M▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and LLP, dated the Acquiring Trust and subject to customary assumptions and qualificationsClosing Date, substantially to the effect that that, based upon certain facts, assumptions and representations, and upon certifications contained in the Successor Fund Tax Representation Certificate and the Current Fund Tax Representation Certificate, for federal income tax purposes purposes, (i) the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, Reorganization will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code; 8.6 The , and each of the Current Trust and the Successor Fund will be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by the Current Trust on the transfer of the Acquired Assets to the Successor Fund shall have distributed to its shareholders, solely in a distribution or distributions qualifying exchange for the deduction Successor Fund Shares and the assumption by the Successor Fund of the Assumed Liabilities, or upon the distribution of the Successor Fund Shares to the shareholders of the Current Fund, except for dividends paid under (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 561 1256(b) of the Code, all (B) gain that may be recognized on the transfer of its stock in a “passive foreign investment company taxable income (company” as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D1297(a) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) any other gain or loss that may be required to be recognized upon the transfer of an Acquired Asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (iii) the tax basis in the hands of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on Successor Fund of each Acquired Asset will be the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution same as the tax basis of capital gains to its shareholders such Acquired Asset in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, hands of the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record Current Trust immediately prior to the Closingtransfer thereof, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Current Trust on the transfer; (iv) the holding period of each Acquired Asset in the hands of the Successor Fund, other than assets with respect to which gain or loss is required to be recognized, will include in each instance the period during which such Acquired Asset was held by the Current Fund (except where investment activities of the Successor Fund have the effect of reducing or eliminating the holding period with respect to an Acquired Asset); (v) no gain or loss will be recognized by the Successor Fund upon its receipt of the Acquired Assets solely in exchange for Successor Fund Shares and the assumption of the Assumed Liabilities; (vi) no gain or loss will be recognized by the Current Fund Shareholders upon the exchange of their Current Fund Shares for Successor Fund Shares as part of the Reorganization; (vii) the aggregate tax basis of the Successor Fund Shares that each Current Fund Shareholder receives in the Reorganization will be the same as the aggregate tax basis of the Current Fund Shares exchanged therefor; (viii) each Current Fund Shareholder’s holding period for the Successor Fund Shares received in the Reorganization will include the period for which such shareholder held the Current Fund Shares exchanged therefor, provided that the Current Fund Shareholder held such Current Fund Shares as capital assets on the date of the exchange. Notwithstanding anything in this Agreement to the contrary, neither the Current Fund nor the Successor Fund may waive the condition set forth in this Paragraph 8.5.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;; and 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any of the conditions set forth below does do not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders Fund Stockholders in accordance with the provisions of the Safeco TrustAcquired Fund's Trust Instrument Charter and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders stockholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Each of the Acquiring Trust's Registration Statement on Form N-14 and the Registration Statement on Form N-1A (and reflecting the Acquiring Fund as the accounting successor of the Acquired Fund and including the performance of the Acquired Fund's sole existing class of stock as the historical performance of the Acquiring Fund's Class A, Class B, Class C, Class R and Class Y shares) shall have become effective under the Securities Act and no stop orders suspending the effectiveness of either of such Registration Statement Statements shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇Hale and Dorr LLP, ▇▇▇▇sati▇▇▇▇tory ▇▇ ▇he Safeco Trust Acquiring Fund and the Acquiring Trust Fund and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders Stockholders in exchange for their shares of beneficial interest of the Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired FundPortfolio's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired FundPortfolio's shareholders shall have been delivered by the Acquired Fund Portfolio to the Acquiring FundPortfolio. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;; and 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering Pickerin▇ ▇▇▇▇ ▇▇▇ ▇▇▇r r▇ ▇▇▇, ▇▇▇▇▇▇▇▇tory ctory ▇▇ ▇he the Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund Portfolio of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Portfolio Shares to the Acquired Fund Portfolio and the assumption of the Assumed Liabilities by the Acquiring FundPortfolio, followed by the distribution by the Acquired FundPortfolio, in liquidation of the Acquired FundPortfolio, of Acquiring Fund Portfolio Shares to the Acquired Fund Portfolio Shareholders in exchange for their Acquired Fund Portfolio Shares and the termination of the Acquired FundPortfolio, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired FundPortfolio's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired FundPortfolio's shareholders shall have been delivered by the Acquired Fund Portfolio to the Acquiring FundPortfolio. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering Pickerin▇ ▇▇▇▇ ▇▇▇ ▇▇▇r r▇ ▇▇▇, ▇▇▇▇▇▇▇▇tory ctory ▇▇ ▇he the Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund Portfolio of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Portfolio Shares to the Acquired Fund Portfolio and the assumption of the Assumed Liabilities by the Acquiring FundPortfolio, followed by the distribution by the Acquired FundPortfolio, in liquidation of the Acquired FundPortfolio, of Acquiring Fund Portfolio Shares to the Acquired Fund Portfolio Shareholders in exchange for their Acquired Fund Portfolio Shares and the termination of the Acquired FundPortfolio Shares, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund Portfolio shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund Portfolio shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund Portfolio distributes income monthly, the dividend distribution that the Acquiring Fund Portfolio normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Acquired Trust's Trust Instrument Declaration and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring TrustFund's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Acquired Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code;. 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any The obligations of the conditions set forth below does not exist on Target Fund and the Acquiring Fund to consummate the transactions provided for herein shall also be subject to the fulfillment (or before waiver by the affected parties) of the following conditions: Section 8.1. On the Closing Date with respect to either party heretoDate, the other party Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to this Agreement shall, at its option, not be required to consummate enjoin the consummation of the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote under Section 25(c) of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund1940 Act. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing DateFurthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 Section 8.2. All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;. 8.4 Section 8.3. The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties Fund shall have received on the Closing Date an opinion of Wilmer Cutler Pickering from ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇ & ▇▇▇▇tory ▇▇▇, LLP, dated as of the Closing Date, substantially to the effect that: (a) Trust II is a validly existing voluntary association with transferable shares of beneficial interest commonly referred to as a “Massachusetts business trust” and is existing under the laws of the Commonwealth of Massachusetts. (b) The Agreement has been duly authorized, executed and delivered by Trust II, on behalf of the Target Fund. (c) Assuming that the Acquiring Fund Shares will be issued in accordance with the terms of this Agreement, the Acquiring Fund Shares to be issued and delivered to the Target Fund Shareholders as provided by this Agreement are duly authorized and upon such delivery will be validly issued, fully paid and non-assessable, except that, as described in the registration statement for the Acquiring Fund, shareholders of the Acquiring Fund may under certain circumstances be held personally liable for its obligations. (d) The execution and delivery of the Agreement by Trust II, on behalf of the Target Fund, did not, and the exchange of the Target Fund’s assets for Acquiring Fund Shares pursuant to the Agreement will not, violate Trust II’s Declaration of Trust or By-Laws. (e) To the knowledge of such counsel, and without any independent investigation, all regulatory consents, authorizations, orders, approvals or filings required to be obtained or made by the Target Fund under the laws of the Commonwealth of Massachusetts for the transfer of the Target Fund’s assets and liabilities in exchange for Acquiring Fund Shares and all other transactions pursuant to the Agreement have been obtained or made. Section 8.4. The Target Fund shall have received on the Closing Date an opinion from ▇▇▇▇▇▇, ▇▇▇▇▇ ▇he Safeco & Bockius, LLP, dated as of the Closing Date, substantially to the effect that: (a) The Acquiring Trust is a validly existing voluntary association with transferable shares of beneficial interest commonly referred to as a “Massachusetts business trust,” and is existing under the laws of the Commonwealth of Massachusetts. (b) The Agreement has been duly authorized, executed and delivered by the Acquiring Trust. (c) The execution and delivery of the Agreement by the Acquiring Trust, on behalf of the Acquiring Fund, did not, and the exchange of the Target Fund’s assets for Acquiring Fund Shares pursuant to the Agreement and the issuance of Acquiring Fund Shares pursuant to the Agreement will not, violate the Acquiring Trust’s Declaration of Trust or By-Laws. (d) To the knowledge of such counsel, and subject without any independent investigation, all regulatory consents, authorizations, orders, approvals or filings required to customary assumptions be obtained or made by the Acquiring Fund under the laws of the Commonwealth of Massachusetts for the issuance of Acquiring Fund Shares and qualifications, all other transactions pursuant to the Agreement have been obtained or made. Section 8.5. The Funds shall have received on the Closing Date an opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP addressed to the Acquiring Fund and the Target Fund substantially to the effect that for federal income tax purposes purposes: (a) The transfer of all the acquisition Target Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets solely in exchange for liabilities of the issuance Target Fund followed by the pro rata, by class, distribution to the Target Fund Shareholders of all the Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities received by the Acquiring Fund, followed by the distribution by the Acquired Fund, Target Fund in complete liquidation of the Acquired Fund, of Acquiring Target Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code; 8.6 The Acquired Code and the Acquiring Fund shall have distributed and the Target Fund will each be a “party to its shareholders, in a distribution or distributions qualifying for reorganization,” within the deduction for dividends paid under meaning of Section 561 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of its the Target Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Target Fund. (c) No gain or loss will be recognized by the Target Fund upon the transfer of all the Target Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Target Fund or upon the distribution (whether actual or constructive) of such Acquiring Fund Shares to the Target Fund Shareholders solely in exchange for such shareholders’ shares of the Target Fund in complete liquidation of the Target Fund. (d) No gain or loss will be recognized by the Target Fund Shareholders upon the exchange of their Target Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Target Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. The holding period of the Acquiring Fund Shares received by each Target Fund Shareholder will include the period during which the Target Fund shares exchanged therefor were held by such shareholder, provided such Target Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Target Fund’s assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Target Fund immediately before the Reorganization. The holding period of the assets of the Target Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Target Fund. No opinion will be expressed as to (1) the effect of the Reorganization on (A) the Target Fund or the Acquiring Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination thereof) under a ▇▇▇▇-to-market system of accounting, (B) any Target Fund shareholder that is required to recognize unrealized gains and losses for federal income tax purposes under a ▇▇▇▇-to-market system of accounting, or (C) the Target Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company taxable income (as defined in Section 852(b)(21297(a) of the Code determined without regard to Section 852(b)(2)(Dor (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on certain factual representations, reasonable assumptions and such other representations as ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP may request of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing DateFunds, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) the Target Fund and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlywill cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the dividend distribution that neither the Acquiring Fund normally would make nor the Target Fund may waive the conditions set forth in December of 2004 shall have been made to shareholders of record prior to the Closingthis Section 8.5.

Further conditions precedent. If any Subject to Clause 4.1 (Initial conditions precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the conditions set forth below does not exist Utilisation Request and on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementproposed Utilisation Date: 8.1 This Agreement and (a) no Default is continuing or would result from the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1proposed Utilisation; 8.2 On (b) the Closing Date, no action, suit representations and warranties which are then to be made or other proceeding shall deemed to be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities repeated by each Obligor under Clause 20.29(b) (including those of the Commission and of state Blue Sky and securities authoritiesTimes when representations made) deemed necessary by either party hereto to permit consummation, are true in all material respects, ; (c) the making of the transactions contemplated hereby shall Loan would not cause the Total Commitments to be exceeded; (d) the Borrower has paid any amount payable under Clause 2.5 (COFACE Premium) to the COFACE Agent in full (or such amount will be paid in full pursuant to Clause 2.5(e) (COFACE Premium) with the proceeds of the Loans being requested); (e) the COFACE Agent is satisfied that: (i) the COFACE Insurance Policy is (or, in the case of the initial Loans only, will be immediately upon payment of the relevant COFACE Premium Proportional Amount) in full force and effect; (ii) the credit insurance cover under the COFACE Insurance Policy has been issued (or, in the case of the first Loan only, will be issued immediately upon payment of the relevant COFACE Premium Proportional Amount) on terms covering political and commercial risks extending to ninety-five (95) per cent. of the Loans (including the proposed Loan) and IDC Component interest thereon; and (iii) all conditions of the COFACE Insurance Policy and the relevant credit insurance cover have been obtained(or will have been immediately upon payment of the relevant COFACE Premium Proportional Amount) fulfilled; (f) the COFACE Agent has not received a notice from COFACE requesting the Lenders to suspend the making of the Loan (or, except where failure if the COFACE Agent has received such a notice, that notice has been withdrawn); (g) the Lenders are not required by the terms of the COFACE Insurance Policy to obtain suspend the making of the Loan; (h) in the case of any Loan requested in relation to any payment made or to be made to the Supplier under the Satellite Supply Contract or any reimbursement to the Borrower for any payment made to the Supplier under the Authorization to Proceed, the COFACE Agent has received evidence from the Supplier in form and substance satisfactory to the COFACE Agent that the corresponding Down Payment has been paid in full by the Borrower from resources other than the Facility; (i) the amount standing to the credit of the Debt Service Reserve Account is not less than the then applicable Required DSRA Balance; (j) the COFACE Agent has received such consentother documents, order certifications, or permit would not involve a risk of a material adverse effect other evidence as the COFACE Agent acting on the assets instructions of COFACE may reasonably require with respect to the Borrower or properties of either party heretoin connection with any Finance Document, the Satellite Supply Contract or the COFACE Insurance Policy, provided that either party may waive any the request for such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued andother document, to the best knowledge of the parties hereto, no investigation certification or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute evidence is made within a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record reasonable time prior to the Closingrelevant Utilisation Date.

Further conditions precedent. If any (a) Subject to Clause 4.1 (Initial conditions precedent), the Lender will only be obliged to comply with Clause 5.4 (Lender’s obligations) if on the date of the conditions set forth below does not exist Utilisation Request (in respect of paragraphs (i) and (ii) below) and on the proposed Utilisation Date (in respect of paragraphs (i), (ii), (iii) and (iv) below): (i) no Major Default is continuing or before would result from the Closing Date with respect proposed Loan; (ii) all the Major Representations are true; (iii) the Lender has received in form and substance satisfactory to either party heretoit (x) evidence that the Sponsor has completed all steps required of it in order to subscribe for shares in the Borrower and, (y) if the other party to this Agreement shall, at its option, not be Sponsor is required to consummate make any equity capital contribution in cash to the transactions contemplated by this Agreement: 8.1 This Agreement Borrower pursuant to the Acquisition Documents, evidence that the Sponsor has made irrevocable wire transfers in an aggregate amount equal to such equity capital contribution to the Borrower and the transactions contemplated herein shall have been approved by the requisite vote that such amount will be applied towards funding part of the Acquired Fund's shareholders Acquisition Consideration in accordance with the provisions Funds Flow Statement; and (iv) the Lender has received a letter from the Borrower (in Agreed Form and signed by an authorized signatory) confirming that: (x) the Certificate of Merger has been filed with Secretary of State of the Safeco Trust's Trust Instrument State of Delaware and By-Lawsattaching the stamped Certificate of Merger; (y) the Acquisition Agreement remains in full force and effect and has not been rescinded or repudiated by any party to it; and (z) the Acquisition Effective Time has occurred. (b) During the Availability Period (save in circumstances where, pursuant to paragraph (a) above, the Lender is not obliged to comply with Clause 5.4 (Lender’s obligations) and certified copies subject as provided in Clause 7.1 (Illegality) and unless any reduction of the resolutions evidencing such approval Total Commitment is made by the Acquired Fund's shareholders Lender in accordance with Clause 2 (The Facility) or any of the circumstances or events described in Clause 8.1 (Exit) has arisen or occurred), the Lender shall have been delivered by not be entitled to: (i) cancel any of the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1Total Commitment; 8.2 On the Closing Date(ii) rescind, no action, suit terminate or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, cancel this Agreement or the transactions contemplated hereinFacility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of the Utilisation; 8.3 All consents (iii) refuse to make the Utilisation; (iv) exercise any right of other parties and all other consents, orders and permits set-off or counterclaim in respect of federal, state and local regulatory authorities (including those a Utilisation to the extent that to do so would prevent or limit the making of the Commission and Utilisation; or (v) cancel, accelerate or cause repayment or prepayment of state Blue Sky and securities authorities) deemed necessary by either party hereto any amounts owing under this Agreement or under any other Finance Document to permit consummation, in all material respects, the extent that to do so would prevent or limit the making of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party heretoUtilisation, provided that either party immediately upon the expiry of the Availability Period all such rights, remedies and entitlements shall be available to the Lender notwithstanding that they may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall not have been issued and, to used or been available for use during the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the ClosingAvailability Period.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco AmSouth Trust's Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;; and 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco AmSouth Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any The obligations of each Fund shall also be subject to the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementfollowing: 8.1 This Agreement and the transactions contemplated herein herein, with respect to each Fund, shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding shares of such Fund in accordance with applicable law and the provisions of the Safeco Trust's Trust Instrument such Fund’s Articles of Incorporation and By-LawsBylaws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund each as may be amended or restated from time to the Acquiring Fundtime. Notwithstanding anything herein to the contrary, neither party hereto no Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 The Acquiring Fund shall have adopted and maintained any and all agreements necessary for the Acquiring Fund’s operation as a closed-end investment company. 8.3 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 8.4 All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;. 8.4 8.5 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;▇▇▇▇ ▇▇▇. 8.5 8.6 The parties Selling Funds shall have declared and paid a dividend or dividends and/or other distribution or distributions that, together with all previous such dividends or distributions, shall have the effect of distributing to the stockholders of the Selling Funds substantially all of the Selling Funds’ investment company taxable income (computed without regard to any deduction for dividends paid) and substantially all of its net capital gain (after reduction for any capital loss carryforward and computed without regard to any deduction for dividends paid) for all taxable years ending on or before the Closing Date. 8.7 The Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, LLP substantially to the effect that with respect to each Reorganization for U.S. federal income tax purposes purposes: (a) The transfer of all of each Selling Fund’s assets to the acquisition Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets solely in exchange for liabilities of the issuance respective Selling Fund followed by the pro rata, by class, distribution by the respective Selling Fund of all the Acquiring Fund Shares to the Acquired respective Selling Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, Stockholders in complete liquidation of the Acquired Fund, of Acquiring Selling Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code; 8.6 The Acquired Code and the Acquiring Fund shall have distributed and the Selling Fund will each be a “party to its shareholders, in a distribution or distributions qualifying for reorganization,” within the deduction for dividends paid under meaning of Section 561 368(b) of the Code, with respect to the particular Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of its the Selling Funds solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Funds, except for (A) any gain or loss that may be recognized on “section 1256 contracts” as defined in section 1256(b) of the Code as a result of the closing of the tax year of the Selling Funds, (B) any gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized as a result of the closing of the tax year of the Selling Funds. (c) No gain or loss will be recognized by a Selling Fund upon the transfer of all the Selling Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to the Selling Fund Stockholders solely in exchange for such stockholders’ shares of the Selling Fund in complete liquidation of the Selling Fund, except for any gain or loss that may be required to be recognized solely as a result of the close of a Selling Fund’s taxable year due to the Reorganization and any gain attributable to the distribution of cash in lieu of fractional shares to the Selling Fund Stockholders. (d) No gain or loss will be recognized by the Selling Fund Stockholders upon the exchange of their Selling Fund shares solely for Acquiring Fund Shares in the Reorganization, except with respect to any gain attributable to the receipt of cash by the Selling Fund Stockholders in lieu of fractional shares. (e) The aggregate basis of the Acquiring Fund Shares received by each Selling Fund Stockholder pursuant to the Reorganization will be the same as the aggregate basis of the Selling Fund shares exchanged therefor by such stockholder, except with respect to any amounts attributable to the receipt of cash by the Selling Fund Stockholders in lieu of fractional shares. The holding period of Acquiring Fund Shares received by each Selling Fund Stockholder will include the period during which the Selling Fund shares exchanged therefor were held by such stockholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of each Selling Fund’s assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Selling Fund immediately before the Reorganization increased by the amount of gain or decreased by the amount of loss, if any, recognized by each Selling Fund upon the transfer. The holding period of the assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund (except to the extent that the investment activities of the Acquiring Fund reduce or eliminate such holding period and except for any assets which may be marked to market on the termination of a Selling Fund’s taxable year or on which gain was recognized on the transfer to the Acquiring Fund). No opinion will be expressed as to (1) the effect of the Reorganization on (A) the taxable year of any Selling Fund stockholder, (B) the Selling Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company taxable income (as defined in Section 852(b)(21297(a) of the Code determined without regard to or personal holding company as defined in Section 852(b)(2)(D) 542 of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) any shares held as a result of or attributable to compensation for services by any person, or (2) any other U.S. federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP may reasonably request of the Code)Funds, after reduction by any available capital loss carryforward, for its taxable year ending on and the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless Selling Funds and the Acquiring Fund distributes income monthlywill cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the dividend distribution that none of the Acquiring Fund normally would make nor the Selling Funds may waive the conditions set forth in December this Section 8.7. 8.8 The stockholders of 2004 FOFI shall have been made approved an amendment to shareholders such Fund’s Articles of record prior Amendment and Restatement eliminating the right to demand the Closingfair value of their shares upon reorganization of FOFI with and into another affiliated registered investment company. 8.9 The stockholders of BIF shall have approved the elimination of BIF’s fundamental investment policy limiting the ability to invest more than four percent (4%) of total assets in any single issuer.

Further conditions precedent. If any of the conditions set forth below does do not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco TrustAcquired Fund's Trust Instrument Articles of Incorporation and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Each of the Acquiring TrustFund's Registration Statement on Form N-14 and the Registration Statement on Form N-1A (and reflecting the Acquiring Fund as the accounting successor of the Acquired Fund and including the performance of the Acquired Fund's Class A shares as the historical performance of the Acquiring Fund's Class A, Class B, Class C, Class R and Class Y shares) shall have become effective under the Securities Act and no stop orders suspending the effectiveness of either of such Registration Statement Statements shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇Hale and Dorr LLP, ▇▇▇▇sati▇▇▇▇tory ▇▇ ▇he Safeco Trust Company and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their shares of common stock of the Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any The obligations of each Acquired Fund and the Acquiring Fund hereunder shall also be subject to the fulfillment or waiver of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementfollowing conditions: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of each Acquired Fund's shareholders Fund in accordance with applicable law and the provisions of each Acquired Fund’s Declaration of Trust, MTP Statement and By-Laws. In addition, this Agreement, the issuance of Acquiring Fund Shares and the transactions contemplated herein shall have been approved by the requisite votes of the holders of the outstanding shares of the Acquiring Fund in accordance with applicable law, the requirements of the applicable exchanges and the provisions of the Safeco Trust's Trust Instrument Acquiring Fund’s Articles, VMTP Statement and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1;. 8.2 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;. 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities 1933 Act;. 8.5 The parties Each Acquired Fund shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially declared prior to the Valuation Time a dividend or dividends which, together with all previous such dividends, shall have the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares distributing to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation its shareholders at least all of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its ’s investment company taxable income for all taxable periods ending on or before the Closing Date (as defined in Section 852(b)(2) of the Code determined computed without regard to Section 852(b)(2)(D) of the Code) any deduction for its taxable year ending on the Closing Datedividends paid), all of if any, plus the excess of (i) its interest income excludable excludible from gross income under Section 103(a) of the Code Code, if any, over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its all taxable year periods ending on or before the Closing Date, Date and all of its net capital gain gains realized in all taxable periods ending on or before the Closing Date (after reduction for any available capital loss carry forward). 8.6 The Acquired Funds shall have received on the Closing Date an opinion from ▇▇▇▇▇▇ Price P.C. dated as of the Closing Date, substantially to the effect that: (a) The Acquiring Fund has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Minnesota and, to such counsel’s knowledge, has the corporate power to own its properties and assets and to carry on its business as presently conducted as described in the Joint Proxy Statement/Prospectus. (b) The Acquiring Fund is registered as a closed-end management investment company under the 1940 Act, and, to such counsel’s knowledge, such registration under the 1940 Act is in full force and effect. (c) Assuming that the Acquiring Fund Shares will be issued in accordance with the terms of this Agreement, the Acquiring Fund Shares to be issued and delivered to each Acquired Fund on behalf of its Acquired Fund Shareholders as provided by this Agreement are duly authorized and upon such delivery will be validly issued and fully paid and non-assessable, and no shareholder of the Acquiring Fund has, as such holder, any preemptive rights to acquire, purchase or subscribe for any securities of the Acquiring Fund under the Acquiring Fund’s Articles, VMTP Statement, By-Laws or Minnesota law. (d) The Registration Statement is effective and, to such counsel’s knowledge, no stop order under the 1933 Act pertaining thereto has been issued. (e) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Minnesota is required for consummation by the Acquiring Fund of the transactions contemplated herein, except as have been obtained. (f) The execution and delivery of the Agreement by the Fund, did not, and the consummation by the Acquiring Fund of the transactions contemplated herein will not, violate the Acquiring Fund’s Articles, VMTP Statement or By-Laws (assuming the requisite approval of the Fund’s shareholders has been obtained in accordance with its Articles, VMTP Statement and By-Laws). Insofar as the opinions expressed above relate to or are dependent on matters governed by the laws of the State of Minnesota, ▇▇▇▇▇▇ Price P.C. may rely on the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. To the extent the opinions expressed above are modified by the Domicile Change, as such term is used defined in Sections 852(b)(3)(A) and (C) Section 13.4, and, insofar as they relate to or are dependent on matters governed by the laws of the Code)Commonwealth of Massachusetts, after reduction by any available capital loss carryforward, for its taxable year ending ▇▇▇▇▇▇ Price P.C. may rely on the Closing Date; andopinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP. 8.7 The Acquiring Fund shall have made received on the Closing Date an opinion from ▇▇▇▇▇▇ Price P.C. dated as of the Closing Date, substantially to the effect that: (a) Each Acquired Fund has been formed as a distribution voluntary association with transferable shares of capital gains beneficial interest commonly referred to as a “Massachusetts business trust,” and is existing under the laws of the Commonwealth of Massachusetts and, to such counsel’s knowledge, has the power as a business trust to own all of its properties and assets and to carry on its business as presently conducted as described in the Joint Proxy Statement/Prospectus. (b) Each Acquired Fund is registered as a closed-end management investment company under the 1940 Act, and, to such counsel’s knowledge, such registration under the 1940 Act is in full force and effect. (c) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for consummation by the Acquired Funds of the transactions contemplated herein, except as have been obtained. (d) With respect to each Acquired Fund, the execution and delivery of the Agreement by the Acquired Fund, did not, and the consummation by the Acquired Fund of the transactions contemplated herein will not, violate the Acquired Fund’s Declaration of Trust, MTP Statement or By-Laws (assuming the requisite approval of the Acquired Fund’s shareholders in November 2004 has been obtained in accordance with its normal practices andDeclaration of Trust, unless MTP Statement and By-Laws). Insofar as the opinions expressed above relate to or are dependent upon matters governed by the laws of the State of Minnesota, ▇▇▇▇▇▇ Price P.C. may rely on the opinion of ▇▇▇▇▇▇ & Whitney LLP. Insofar as the opinions expressed above relate to or are dependent upon matters governed by the laws of the Commonwealth of Massachusetts, ▇▇▇▇▇▇ Price P.C. may rely on the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP. 8.8 With respect to each Reorganization, the Funds participating in such Reorganization shall have received an opinion of ▇▇▇▇▇▇ Price P.C. addressed to the Acquiring Fund distributes and the Acquired Fund substantially to the effect that for federal income monthly, tax purposes: (a) The transfer of substantially all of the dividend distribution that Acquired Fund’s assets to the Acquiring Fund normally in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all of the liabilities of the Acquired Fund followed by the distribution to Acquired Fund Shareholders of all the Acquiring Fund Shares received by the Acquired Fund in complete liquidation of the Acquired Fund will constitute a “reorganization” within the meaning of Section 368(a) of the Code and the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of substantially all of the assets of the Acquired Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all of the liabilities of the Acquired Fund. (c) No gain or loss will be recognized by the Acquired Fund upon the transfer of substantially all of its assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all of the liabilities of the Acquired Fund or upon the distribution (whether actual or constructive) of such Acquiring Fund Shares to Acquired Fund Shareholders solely in exchange for such shareholders’ common and preferred shares of the Acquired Fund in complete liquidation of the Acquired Fund. (d) No gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of their Acquired Fund shares solely for Acquiring Fund Shares in the Reorganization, except with respect to any cash received in lieu of a fractional Acquiring Fund Common Share. (e) The aggregate basis of the Acquiring Fund Shares received by each Acquired Fund Shareholder pursuant to the Reorganization (including any fractional Acquiring Fund Common Share to which a shareholder would be entitled) will be the same as the aggregate basis of the Acquired Fund shares exchanged therefor by such shareholder. The holding period of the Acquiring Fund Shares received by each Acquired Fund Shareholder (including any fractional Acquiring Fund Common Share to which a shareholder would be entitled) will include the period during which the Acquired Fund shares exchanged therefor were held by such shareholder, provided such Acquired Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Acquired Fund’s assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Acquired Fund immediately before the Reorganization. The holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund. No opinion will be expressed as to (1) the effect of the Reorganizations on (A) each Acquired Fund, the Acquiring Fund or any Acquired Fund Shareholder with respect to any asset as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year (or on the termination thereof) or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (B) an Acquired Fund, the Acquiring Fund, or any Acquired Fund Shareholder with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as ▇▇▇▇▇▇ Price P.C. may reasonably request of the Funds, and each Acquired Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor any Acquired Fund may waive the conditions set forth in December this Section 8.8. Insofar as the opinions expressed above relate to or are dependent upon the classification of 2004 the Acquiring Fund MTP Shares as equity securities for U.S. federal income tax purposes, ▇▇▇▇▇▇ Price P.C. may rely on the opinion of K&L Gates LLP with respect to such issue. 8.9 The Acquiring Fund shall have been made to shareholders obtained written confirmation from ▇▇▇▇▇’▇ Investors Service, Inc., Fitch, Inc. or Standard & Poor’s Ratings Services, as applicable, that (a) consummation of record prior the transactions contemplated by this Agreement will not impair the then current rating assigned by such rating agencies to the Closingexisting Acquiring Fund VMTP Shares and (b) the Acquiring Fund MTP Shares to be issued pursuant to Section 1.1 will be rated by such rating agencies no less than the then current rating assigned by such rating agencies to the Acquired Fund MTP Shares exchanged therefor.

Further conditions precedent. If any (a) Subject to Clause 4.1 (Initial Conditions Precedent), the Lender will only be obliged to comply with Clause 5.4 (Lender’s Obligations) if on the date of the conditions set forth below does not exist Utilisation Request and on the proposed Utilisation Date: (i) no Major Default is continuing or before would result from the Closing Date with respect proposed Loan; and (ii) all the Major Representations are true and correct in all material respect. (b) Notwithstanding anything to either party heretothe contrary herein, during the Availability Period (save in circumstances where, pursuant to paragraph (a) above, the other party Lender is not obliged to comply with Clause 5.4 (Lender’s Obligations) and subject as provided in Clause 7.1 (Illegality) and unless a Change of Control has occurred), the Lender shall not be entitled to: (i) cancel any portion of the Total Commitment; (ii) rescind, terminate or cancel this Agreement shall, at its option, not be required or the Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to consummate the transactions contemplated by this Agreement:extent that to do so would prevent or limit the making of the Utilisation; 8.1 This Agreement and (iii) refuse to make the transactions contemplated herein shall have been approved Utilisation requested by the requisite vote of the Acquired Fund's shareholders Borrower in accordance with the provisions of this Agreement; (iv) exercise any right of set-off or counterclaim in respect of a Utilisation to the Safeco Trust's Trust Instrument and By-Laws, and certified copies extent that to do so would prevent or limit the making of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contraryUtilisation; or (v) cancel, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit accelerate or other proceeding shall be pending before cause repayment or prepayment of any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, amounts owing under this Agreement or under any other Finance Document to the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those extent that to do so would prevent or limit the making of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummationUtilisation, in all material respectsprovided, of that immediately following the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess earlier of (i) its interest income excludable from gross income under Section 103(a) the expiry of the Code over Availability Period and (ii) its deductions disallowed under Sections 265 and 171(a)(2) the making of the Code for its taxable year ending on Utilisation, all such rights, remedies and entitlements shall be available to the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution Lender notwithstanding that the Acquiring Fund normally would make in December of 2004 shall they may not have been made used or been available for use during the Availability Period and the definitions of “Major Default” and “Major Representation” shall cease to shareholders of record prior to the Closingbe applicable.

Further conditions precedent. If (1) The obligation of each Lender to make any Advance is subject to fulfilment of the following conditions set forth below does at the time of any Borrowing Notice and the related Advance (in each case, in form and substance satisfactory to the Administrative Agent, acting reasonably): (a) if such Advance is under Facility A: (i) no Default or Event of Default has occurred or is continuing or would arise immediately after giving effect to or as a result of the Advance or Borrowing Notice; (ii) the Advance will not exist violate any Applicable Law; (iii) no order, judgment or decree of any court, arbitrator or Governmental Agency shall purport to enjoin or restrain the Lenders from making an Advance; (iv) there is not pending or threatened, any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration by, against or affecting any Credit Party or any property of any Credit Party that has not been disclosed to the Administrative Agent by the Borrower in writing, and nothing has occurred and there has been no development in any such action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration that, in the opinion of the Administrative Agent, could reasonably be expected to have a Material Adverse Effect; (v) each of the representations and warranties of the Borrower contained in Article 5 and of the Credit Parties contained in any other Credit Document are true and correct on the date of the Borrowing Notice relating to such Advance and on the date of such Advance as if such representations and warranties were made on each such date; (vi) each of the terms and conditions to such Advance contained in this Agreement shall have been fully complied with (including delivery to the Administrative Agent of a properly completed Borrowing Notice); (vii) unless already delivered on the same day pursuant to Section 4.1, delivery of a solvency certificate from the chief financial officer of the Borrower in the form of Exhibit “C”; (viii) unless already delivered on the same day pursuant to Section 4.1, delivery of a certificate of status, compliance or before the Closing Date like certificate with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved each Credit Party issued by the requisite vote appropriate Governmental Entity of the Acquired Fund's shareholders jurisdiction of its incorporation and of each jurisdiction in accordance with which it owns any assets or carries on any business; (ix) a promissory note in the provisions form of the Safeco Trust's Trust Instrument Exhibit “E” has been duly executed and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund Borrower in an amount equal to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those amount of the Commission Advance and of state Blue Sky is in full force and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of effect enforceable against the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 Borrower in accordance with its normal practices terms; (x) there has not occurred any change of circumstance or event since the date hereof, nor has the Administrative Agent or any Lender become aware of any facts not previously disclosed or known, which the Administrative Agent or any Lender reasonably determines could have a Material Adverse Effect; and (xi) all Fees and other amounts then payable under the Credit Documents have been paid in full; (b) if such Advance is under Facility B: (i) no Default or Event of Default has occurred or is continuing or would arise immediately after giving effect to or as a result of the Advance or Borrowing Notice; (ii) the Advance will not violate any Applicable Law; (iii) no order, unless judgment or decree of any court, arbitrator or Governmental Agency shall purport to enjoin or restrain the Acquiring Fund distributes income monthlyLenders from making an Advance; (iv) there is not pending or threatened, any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration by, against or affecting any Credit Party or any property of any Credit Party that has not been disclosed to the dividend distribution that Administrative Agent by the Acquiring Fund normally would make Borrower in December writing, and nothing has occurred and there has been no development in any such action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration that, in the opinion of 2004 the Administrative Agent, could reasonably be expected to have a Material Adverse Effect; (v) each of the representations and warranties of the Borrower contained in Article 5 and of the Credit Parties contained in any other Credit Document are true and correct on the date of the Borrowing Notice relating to such Advance and on the date of such Advance as if such representations and warranties were made on each such date; (vi) each of the terms and conditions to such Advance contained in this Agreement shall have been made to shareholders of record prior fully complied with (including delivery to the ClosingAdministrative Agent of a properly completed Borrowing Notice); (vii) unless already delivered on the same day pursuant to Section 4.1, delivery of a solvency certificate from the chief financial officer of the Borrower in the form of Exhibit “C”; (viii) unless already delivered on the same day pursuant to Section 4.1, delivery of a certificate of status, compliance or like certificate with respect to each Credit Party issued by the appropriate Governmental Entity of the jurisdiction of its incorporation and of each jurisdiction in which it owns any assets or carries on any business; (ix) a promissory note in the form of Exhibit “E” has been duly executed and delivered by the Borrower in an amount equal to the amount of the Advance and is in full force and effect enforceable against the Borrower in accordance with its terms; (x) there has not occurred any change of circumstance or event since the date of this Agreement, nor has the Administrative Agent or any Lender become aware of any facts not previously disclosed or known, which the Administrative Agent or any Lender reasonably determines could have a Material Adverse Effect; and (xi) all Fees and other amounts then payable under the Credit Documents have been paid in full. (2) Each of the giving of any Borrowing Notice by the Borrower and the acceptance by the Borrower of any Advance shall be deemed to constitute a representation and warranty by the Borrower that, on the date of such Borrowing Notice or Advance, as the case may be, and after giving effect to it and to the application of any proceeds from it, the statements set forth in Section 4.1, Section 4.2(1)(a) and Section 4.2(1)(b) have been satisfied.

Further conditions precedent. If any The obligations of each Fund shall also be subject to the following: 8.1 This Agreement and the transactions contemplated herein, with respect to the Selling Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Selling Fund in accordance with applicable law and the provisions of the Selling Trust Governing Documents. Notwithstanding anything herein to the contrary, neither Fund may waive the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to in this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:Section 8.1. 8.1 8.2 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote Board of Trustees of the Acquired Fund's shareholders Acquiring Trust and the Board of Trustees of the Selling Trust, each in accordance with Rule 17a-8 under the provisions of the Safeco Trust's Trust Instrument and By-Laws1940 Act, and certified copies each Fund shall have delivered to the other a copy of the resolutions evidencing such approval approving this Agreement adopted by its Board, certified by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund Secretary or equivalent officer. 8.3 The Acquiring Trust, on behalf of and with respect to the Acquiring Fund. Notwithstanding anything herein to , shall have entered into or adopted any and all agreements necessary for the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1;Acquiring Fund’s operation as a series of an open-end investment company. 8.2 8.4 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 8.5 All required consents of other parties and all other consents, orders orders, and permits of U.S. federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such U.S. federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure . 8.6 The post-effective amendment to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement ’s registration statement on Form N-14 N-1A relating to the Class A, Class C, Institutional Class, and Investor Class Shares of the Acquiring Fund under the 1933 Act and the 1940 Act, as applicable (the “Post-Effective Amendment”), shall have become effective, and any additional post-effective under amendments to any such registration statement as are determined by the Securities Act Trustees of the Acquiring Trust to be necessary and appropriate shall have been filed with the Commission and shall have become effective; and no stop orders order suspending the effectiveness of such Registration Statement registration statement shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities 1933 Act;. The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. 8.5 8.7 The parties Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and [such counsel as shall be acceptable to the Acquiring Trust and subject to customary assumptions and qualifications, parties] substantially to the effect that with respect to the Reorganization for U.S. federal income tax purposes purposes: (a) The transfer of all the acquisition Selling Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets liabilities of the Selling Fund followed by the pro rata, by class, distribution by the Selling Fund of all the Acquiring Fund Shares to the Selling Fund Shareholders in complete liquidation of the Selling Fund will constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and the Acquiring Fund and the Selling Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Selling Fund solely in exchange for Acquiring Fund Shares and the issuance assumption by the Acquiring Fund of all the liabilities of the Selling Fund. (c) No gain or loss will be recognized by the Selling Fund upon the transfer of all the Selling Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to the Acquired Selling Fund and the assumption Shareholders solely in exchange for such shareholders’ shares of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, Selling Fund in complete liquidation of the Acquired Selling Fund, . (d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Selling Fund’s assets transferred to the Acquired Acquiring Fund Shareholders in exchange for their Acquired will be the same as the basis of such assets to the Selling Fund Shares and immediately before the termination Reorganization. The holding period of the Acquired assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund, . (g) The consummation of the Reorganization will not terminate the taxable year of the Selling Fund. The part of the taxable year of the Selling Fund before the Reorganization and part of the taxable year of the Acquiring Fund after the Reorganization will constitute a "reorganization" within the meaning of Section 368(a) single taxable year of the Code; 8.6 The Acquired Acquiring Fund. No opinion will be expressed as to (1) the effect of the Reorganization on (A) the taxable year of any Selling Fund shall have distributed shareholder, or (B) the Selling Fund or the Acquiring Fund with respect to its shareholders, any stock held in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its passive foreign investment company taxable income (as defined in Section 852(b)(21297(a) of the Code determined without regard to Section 852(b)(2)(Dor (2) any other U.S. federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as tax counsel may reasonably request of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing DateFunds, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) the Selling Fund and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlywill cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the dividend distribution that neither the Acquiring Fund normally would make nor the Selling Fund may waive the conditions set forth in December of 2004 shall have been made to shareholders of record prior to the Closingthis Section 8.7.

Further conditions precedent. If any The Lenders will only be obliged to comply with Clause 5.6 (Lenders’ Participation) if on the date of the Utilisation Request and on the proposed Utilisation Date: (a) no Default is continuing or would be likely to result from the proposed Loan; (b) the Repeating Representations to be made by the Borrower are true in all material respects; (c) the credit insurance cover under the COFACE Insurance Policy extended by COFACE in favour of the Lenders in respect of each Facility is in full force and effect and has not been suspended or cancelled, and the COFACE Agent shall, in its sole discretion, be satisfied that all conditions set forth below does not exist on or before of the Closing Date COFACE Insurance Policy and of the credit insurance cover with respect to either party heretosuch COFACE Insurance Policy have been satisfied in full and that the credit insurance coverage will apply to such Utilisation; (d) each Commercial Contract is in full force and effect and has not been suspended, interrupted, cancelled, terminated, amended or modified in any material respect (otherwise than as authorised by the COFACE Agent) and no arbitration or other legal proceedings have been initiated between the Borrower and the Supplier and/or Launch Services Provider (as the case may be) in respect of a Commercial Contract; (e) for any Utilisation Request made for the purpose referred to in Clause 3.1(b) (Reimbursement to the Borrower), the COFACE Agent shall have received evidence that the payment to the Supplier of the corresponding Invoices has been made; (f) each of the documents, information and other party to this Agreement shall, at its option, not be evidence specified in and required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement be enclosed with each Utilisation Request and the transactions contemplated herein shall have been approved Qualifying Certificate, together with any other documents, information or evidence requested by the requisite vote COFACE Agent (on behalf of the Acquired Fund's shareholders in accordance with Lenders) and/or the provisions of the Safeco Trust's Trust Instrument and By-LawsFrench Authorities from time to time, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein COFACE Agent (in form and substance satisfactory to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1COFACE Agent); 8.2 On (g) the Closing DateBorrower shall have paid or arranged for payment when due: (i) all fees, no actioncosts, suit or expenses, charges and other proceeding shall be pending before any court or governmental agency in which amounts due and payable by it is sought to restrain or prohibit, or obtain damages or other relief in connection with, under this Agreement or on the transactions contemplated herein;Utilisation Date for such Utilisation; and 8.3 All consents of other parties (ii) any and all other consents, orders amounts due and permits of federal, state and local regulatory authorities (including those of payable under this Agreement on such Utilisation Date; the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby Borrower shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, delivered to the best knowledge COFACE Agent such evidence of payment as the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;COFACE Agent may reasonably request; and 8.5 The parties shall have received an opinion (h) in respect of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially any payment to the effect that for federal income tax purposes Supplier, the acquisition by Launch Services Provider and/or the Acquiring Fund of the Acquired Assets solely Borrower in exchange for the issuance of Acquiring Fund Shares accordance with Clause 3.1(a) (Payments to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring FundSupplier), followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares 3.1(b) (Reimbursement to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares Borrower) and 3.2(a) (Payments to the termination of Launch Services Provider), the Acquired Fund, will constitute a "reorganization" within Supplier and/or the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income Launch Services Provider (as defined in Section 852(b)(2the case may be) of has delivered to the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing DateCOFACE Agent a Qualifying Certificate, all of the excess of which: (i) its interest income excludable from gross income under Section 103(a) of conforms to the Code over (ii) its deductions disallowed under Sections 265 amount and 171(a)(2) of payment timing specified in the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Daterelevant Utilisation Request; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any The obligations of each Fund shall also be subject to the following: 8.1 This Agreement and the transactions contemplated herein, with respect to the Selling Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Selling Fund in accordance with applicable law and the provisions of the Selling Trust Governing Documents. Notwithstanding anything herein to the contrary, neither Fund may waive the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to in this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:Section 8.1. 8.1 8.2 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote Board of Directors of the Acquired Fund's shareholders in accordance with Acquiring Company and the provisions Board of Trustees of the Safeco Trust's Selling Trust Instrument and By-Laws, and certified copies each Fund shall have delivered to the other a copy of the resolutions evidencing such approval approving this Agreement adopted by its Board, certified by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1;Secretary or equivalent officer. 8.2 8.3 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 8.4 All required consents of other parties and all other consents, orders orders, and permits of U.S. federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such U.S. federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;. 8.5 The parties Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, LLP substantially to the effect that with respect to the Reorganization for U.S. federal income tax purposes purposes: (a) The transfer of all the acquisition Selling Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets liabilities of the Selling Fund followed by the distribution by the Selling Fund of all the Acquiring Fund Shares to the Selling Fund Shareholders in complete liquidation of the Selling Fund will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and the Acquiring Fund and the Selling Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Selling Fund solely in exchange for Acquiring Fund Shares and the issuance assumption by the Acquiring Fund of all the liabilities of the Selling Fund. (c) No gain or loss will be recognized by the Selling Fund upon the transfer of all the Selling Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to the Acquired Selling Fund and the assumption Shareholders solely in exchange for such shareholders’ shares of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, Selling Fund in complete liquidation of the Acquired Selling Fund, . (d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Selling Fund’s assets transferred to the Acquired Acquiring Fund Shareholders will be the same as the basis of such assets to the Selling Fund immediately before the Reorganization. The holding period of the assets of the Selling Fund in exchange the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund. No opinion will be expressed as to the effect of the Reorganization on (i) the Selling Fund or the Acquiring Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for their Acquired Fund Shares and federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a ▇▇▇▇-to-market system of the Acquired Fundaccounting, will constitute or (ii) any Selling Fund Shareholder that is required to recognize unrealized gains and losses for federal income tax purposes under a "reorganization" within the meaning ▇▇▇▇-to-market system of Section 368(aaccounting; (iii) any gain or loss that may be recognized on “section 1256 contracts” as defined in section 1256(b) of the Code; 8.6 The Acquired Code as a result of the closing of the tax year of the Selling Fund, or (iv) any other gain or loss that may be required to be recognized as a result of the closing of the tax year of the Selling Fund. Further, no opinion will be expressed as to the effect of the Reorganization on (i) the taxable year of any Selling Fund shall have distributed Shareholder, (ii) the Selling Fund or the Acquiring Fund with respect to its shareholders, any stock held in a distribution passive foreign investment company as defined in Section 1297(a) of the Code or distributions qualifying for the deduction for dividends paid under personal holding company as defined in Section 561 542 of the Code, all (iii) any shares held as a result of its investment company taxable income or attributable to compensation for services by any person, or (iv) any other U.S. federal tax issues (except those set forth above) or any state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and limitations and such representations as defined in Section 852(b)(2) ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP may reasonably request of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing DateFunds, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) the Selling Fund and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlywill cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the dividend distribution that neither the Acquiring Fund normally would make nor the Selling Fund may waive the conditions set forth in December of 2004 shall have been made to shareholders of record prior to the Closingthis Section 8.5.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Acquired Trust's Declaration of Trust Instrument and By-Laws, applicable Massachusetts law and the Investment Company Act, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph Section 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such the Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an the opinion of Wilmer Cutler Pickering Cutl▇▇ ▇▇▇▇▇▇▇▇▇ H▇▇▇ ▇▇▇ ▇▇▇r ▇ ▇▇▇LP, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco d the Closing Date, satisfactory to the Acquired Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any The obligations of the conditions set forth below does not exist on or before Target Fund and the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required Acquiring Fund to consummate the transactions contemplated provided for herein shall also be subject to the fulfillment (or waiver by this Agreementthe affected parties) of the following conditions: 8.1 This Agreement and the transactions contemplated herein herein, with respect to the Target Fund, shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding shares of the Target Fund in accordance with applicable law and the provisions of the Safeco Trust's ’s Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto the Acquiring Fund nor the Target Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;. 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, . 8.5 The Funds shall have received on the Closing Date an opinion from ▇▇▇▇▇▇ Price P.C., dated as of the Closing Date, substantially to the effect that: (a) The Trust is a validly existing voluntary association with shares of beneficial interest commonly referred to as a “Massachusetts business trust,” and is existing under the laws of the Commonwealth of Massachusetts. (b) The execution and delivery of the Agreement by the Trust, on behalf of the Funds, did not, and the exchange of the Target Fund’s assets for Acquiring Fund Shares pursuant to the Agreement and the issuance of Acquiring Fund Shares pursuant to the Agreement will not, violate the Trust’s Declaration of Trust or By-Laws. (c) To the knowledge of such counsel, and without any independent investigation, (i) the Trust is registered with the Commission as an open-end management investment company under the 1940 Act, and such registration under the 1940 Act is in full force and effect and is not subject to any stop order; and (ii) all regulatory consents, authorizations, orders, approvals or filings required to be obtained or made by a Fund under the federal laws of the United States of America or the laws of the Commonwealth of Massachusetts for the transfer of the Target Fund’s assets and liabilities in exchange for Acquiring Fund Shares, and for the issuance of Acquiring Fund Shares, as applicable, and all other transactions pursuant to the Agreement have been obtained or made. 8.6 The Funds shall have received on the Closing Date an opinion of ▇▇▇tory ▇▇▇ ▇he Safeco Trust Price P.C. addressed to the Acquiring Fund and the Acquiring Trust and subject to customary assumptions and qualifications, Target Fund substantially to the effect that for federal income tax purposes purposes: (a) The transfer of all the acquisition Target Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets liabilities of the Target Fund immediately followed by the pro rata, by class, distribution to the Target Fund Shareholders of all the Acquiring Fund Shares received by the Target Fund in complete liquidation of the Target Fund and the termination of the Target Fund as soon as practicable thereafter will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and the Acquiring Fund and the Target Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Target Fund solely in exchange for Acquiring Fund Shares and the issuance assumption by the Acquiring Fund of all the liabilities of the Target Fund. (c) No gain or loss will be recognized by the Target Fund upon the transfer of all the Target Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Target Fund or upon the distribution (whether actual or constructive) of such Acquiring Fund Shares to the Acquired Target Fund and the assumption Shareholders solely in exchange for such shareholders’ shares of the Assumed Liabilities Target Fund in complete liquidation of the Target Fund. (d) No gain or loss will be recognized by the Target Fund Shareholders upon the exchange of their Target Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Target Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. The holding period of the Acquiring Fund Shares received by each Target Fund Shareholder in the Reorganization will include the period during which the Target Fund shares exchanged therefor were held by such shareholder, provided such Target Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Target Fund’s assets transferred to the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the effective time of the Reorganization. The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which such assets were held by the Target Fund. No opinion will be expressed as to (1) the effect of the Reorganization on the Target Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares or any Target Fund Shareholder with respect to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fundany asset (including, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholderswithout limitation, any stock held in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its passive foreign investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D1297(a) of the Code) for its as to which any unrealized gain or loss is required to be recognized under federal income tax principles (a) at the end of a taxable year ending (or on the Closing Datetermination thereof) or (b) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on certain factual representations, reasonable assumptions and such other representations as ▇▇▇▇▇▇ Price P.C. may request of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing DateFunds, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) the Target Fund and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlywill cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the dividend distribution that neither the Acquiring Fund normally would make nor the Target Fund may waive the conditions set forth in December of 2004 shall have been made to shareholders of record prior to the Closingthis Section 8.6.

Further conditions precedent. If any (a) The Borrower may not deliver a Utilisation Request after the date of the Amendment and Restatement Agreement unless the Facility Agent has received each of the conditions set forth below does subsequent required under the Amendment and Restatement Agreement in form and substance satisfactory to the Facility Agent or has waived such conditions subsequent. The Facility Agent shall notify the Borrower and the Lenders promptly upon being so satisfied or waived. (b) The Borrower may not exist on deliver a Utilisation Request for a Loan where all or before part of the Closing Date proceeds of that Loan will be applied towards discharging any Eligible Amount incurred or to be incurred in connection with respect to either party heretothe Transmission Line, unless the other party to this Agreement shall, at its option, not be Facility Agent has confirmed that it has received a copy of all the Authorisations required to consummate be obtained prior to commencement of any works relating to the transactions contemplated by this AgreementTransmission Line under the Transaction Documents or under applicable laws (including but not limited to all the Environmental Permits and all the Authorisations necessary to grant ownership to land, land use right, easement, rights of way and/or rights of ingress or egress which are necessary to carry out such work relating to the Transmission Line), in each case in full force and effect. (c) The Lenders will only be obliged to comply with Clause 6.4 (Lenders' participation) if on the date of the Utilisation Request and on the proposed Utilisation Date: 8.1 This Agreement and (i) no Default is continuing or would result from the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1proposed Loan; 8.2 On (ii) the Closing Date, no action, suit or other proceeding shall Repeating Representations to be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary made by either party hereto to permit consummation, each Obligor are true in all material respects, ; (iii) the Borrower has provided evidence satisfactory to the Facility Agent that the Borrower has already paid all or part of the transactions contemplated hereby shall Commercial Price from its own Capital Contributions so that the ratio of (A) the aggregate amount of the Commercial Price financed by the Facility to (B) the aggregate amount of the Commercial Price paid by the Borrower from its own Capital Contributions will not be more than 85:15 following such proposed Utilisation; (iv) the proposed Utilisation Request is consistent with the then current Drawdown Schedule; (v) there are no judicial, administrative or arbitral proceedings, or any proceedings by or before any Governmental Agency, authority or agency, pending or threatened which, if adversely determined could reasonably be expected to adversely affect the Authorisations necessary for the execution, delivery and performance by the Borrower or the Project Owner of the Finance Documents or the Commercial Contract, as the case may be (including, without limitation, any proceeding challenging or affecting the budgetary authorisations of Law No. 26,895 of Argentina dated 9 October 2013); (vi) all necessary Authorisations required by the Lenders to make the proposed Utilisation have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act obtained and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust remain in full force and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Dateeffect; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless (vii) the Acquiring Fund distributes income monthly, the dividend distribution Facility Agent is satisfied that the Acquiring Fund normally would make Sinosure Support Documents are in December full force and effect, that the Borrower has paid the relevant instalment of 2004 shall have been made to shareholders of record prior the Sinosure Premium such that the Sinosure Policy will provide cover in relation to the Closingproposed Utilisation and interest thereon and there is no outstanding notice from Sinosure which (A) requires or requests the Facility Agent to suspend the provision of any Loan or (B) limits the cover or recoveries under or repudiates the Sinosure Policy or any part of it.

Further conditions precedent. If (a) Subject to Clause 4.1 (Initial conditions precedent), during the Certain Funds Period, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Certain Funds Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date: (i) no Major Default is continuing or would result from the proposed Utilisation; and (ii) all the Major Representations are true in all material respects (or, where any Major Representation is already qualified by materiality or Material Adverse Effect, in all respects). (b) During the Certain Funds Period (save in circumstances where, pursuant to paragraph (a) above, a Lender is not obliged to comply with Clause 5.4 (Lenders’ participation) and subject as provided in Clause 7.1 (Illegality) and paragraph (b)(ii) of Clause 8.1 (Exit and Flotation)), none of the Finance Parties shall be entitled to: (i) cancel any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund Commitments to the Acquiring Fund. Notwithstanding anything herein extent to do so would prevent or limit the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1making of a Certain Funds Utilisation; 8.2 On the Closing Date(ii) rescind, no action, suit terminate or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, cancel this Agreement or the transactions contemplated hereinFacility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of a Certain Funds Utilisation; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of iii) refuse to participate in the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk making of a material adverse effect on Certain Funds Utilisation; (iv) exercise any right of set-off or counterclaim in respect of a Certain Funds Utilisation to the assets extent to do so would prevent or properties limit the making of either party heretoa Certain Funds Utilisation; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document to the extent to do so would prevent or limit the making of a Certain Funds Utilisation, provided that either party immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall not have been issued and, to used or been available for use during the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the ClosingCertain Funds Period.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering Pickerin▇ ▇▇▇▇ ▇▇▇ ▇▇▇r r▇ ▇▇▇, ▇▇▇▇▇▇▇▇tory ctory ▇▇ ▇he the Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any The obligations of each Fund shall also be subject to the fulfillment of the following conditions set forth below does not exist on or before waiver by the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementaffected parties: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote Trust’s Board of the Acquired Fund's shareholders Trustees, in accordance with Rule 17a-8 under the provisions 1940 Act, and a copy of such resolutions shall be included in the corporate records of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1;Secretary or equivalent officer. 8.2 On the Closing Date, the Securities and Exchange Commission (the “Commission”) shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 All required consents of other parties and all other consents, orders orders, and permits of U.S. federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such U.S. federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;. 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ & ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco LLP, addressed to the Trust and the Acquiring Trust and subject to customary assumptions and qualificationsits Boards of Trustees, substantially to the effect that with respect to the Reorganization for U.S. federal income tax purposes purposes: (a) The transfer of all the acquisition Acquired Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets solely in exchange for the issuance liabilities of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution pro rata distribution, by class, by the Acquired Fund, in liquidation Fund of all the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in complete liquidation of the Acquired Fund will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Acquired Fund solely in exchange for their Acquired the Acquiring Fund Shares and the termination assumption by the Acquiring Fund of all the liabilities of the Acquired Fund. (c) No gain or loss will be recognized by the Acquired Fund upon the transfer of all the Acquired Fund’s assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to the Acquired Fund Shareholders solely in exchange for such shareholders’ shares of the Acquired Fund in complete liquidation of the Acquired Fund, will constitute except for (A) assets as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles at the end of a "reorganization" within taxable year or upon the meaning termination thereof, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 368(a1297(a) of the Code;, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code. 8.6 The (d) No gain or loss will be recognized by the Acquired Fund shall Shareholders upon the exchange of their Acquired Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Acquired Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Acquired Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares received by each Acquired Fund Shareholder will include the period during which the Acquired Fund shares exchanged therefor were held by such shareholder, provided such Acquired Fund shares are held as capital assets at the time of the Reorganization. (f) The Acquiring Fund’s basis in the assets received from the Acquired Fund in the Reorganization will be the same as the basis of such assets to the Acquired Fund immediately before the Reorganization., except that the Acquiring Fund’s tax basis will be increased by any gain recognized by the Acquired Fund in the Reorganization. The holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund., except where the Acquiring Fund’s investment activities have distributed the effect of reducing or eliminating an asset’s holding period. (g) The Acquiring Fund will succeed to its shareholders, and take into account the tax attributes of the Acquired Fund described in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 381(c) of the Code, all subject to any applicable limitations imposed by Sections 381, 382, 383 and 384 of its the Code and regulations thereunder. No opinion will be expressed as to (1) the effect of the Reorganization on the Acquired Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D1297(a) of the Code, (2) for its taxable year ending on the Closing Date, all effect of the excess of Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles (i) its interest income excludable from gross income under Section 103(a) at the end of a taxable year or upon the Code over termination thereof, or (ii) its deductions disallowed under Sections 265 upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction, or (3) any other U.S. federal tax issues (except those set forth above) and 171(a)(2) all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and on such representations as tax counsel may reasonably request of the Code for its taxable year ending on the Closing DateFunds, and all the Trust and/or their agents, and the Acquired Fund, the Acquiring Fund, and the Trust will cooperate to make and certify the accuracy of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of representations. Notwithstanding anything herein to the Code)contrary, after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless neither the Acquiring Fund distributes income monthly, nor the dividend distribution that Acquired Fund may waive the Acquiring Fund normally would make conditions set forth in December this Section 8.4 of 2004 shall have been made to shareholders of record prior to the Closingthis Agreement.

Further conditions precedent. If 4.2.1 Subject to Clause 4.1 (Initial conditions precedent), the Lender will only be obliged to comply with Clause 5.4 (Utilisation Date) if on the date of the Utilisation Request and on the proposed Utilisation Date: (a) no Major Default is continuing or would result from the proposed Utilisation; and (b) all the Major Representations are true in all material respects. 4.2.2 The obligation of the Lender to make the Loan available on the Utilisation Date is subject to the Lender being reasonably satisfied that the documents and conditions in Part B of Schedule 1 (Conditions Precedent to Utilisation) have been received or complied with or otherwise waived by the Lender. 4.2.3 During the Availability Period (save in circumstances where, pursuant to Clause 4.2.1 above, the Lender is not obliged to comply with Clause 5.4 (Utilisation Date) and subject as provided in Clause 7.1 (Illegality) and Clause 7.8 (Mandatory Prepayment and Cancellation)), the Lender shall not be entitled to: (a) cancel any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund Commitments to the Acquiring Fund. Notwithstanding anything herein extent to do so would prevent or limit the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1making of a Utilisation; 8.2 On the Closing Date(b) rescind, no action, suit terminate or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, cancel this Agreement or the transactions contemplated hereinFacility or exercise any similar right or remedy or make or enforce any claim under this Agreement or any of the other Finance Documents it may have to the extent to do so would prevent or limit the making of a Utilisation; 8.3 All consents (c) refuse or otherwise prevent, the making of other parties and all other consentsa Utilisation; (d) exercise any right of set-off or counterclaim in respect of a Utilisation to the extent to do so would prevent or limit the making of a Utilisation; or (e) cancel, orders and permits accelerate or cause repayment or prepayment of federal, state and local regulatory authorities (including those any amounts owing hereunder or under this Agreement or any of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto other Finance Documents to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure extent to obtain any such consent, order do so would prevent or permit would not involve a risk limit the making of a material adverse effect on the assets or properties of either party heretoUtilisation, provided that either party immediately upon the expiry of the Availability Period all such rights, remedies and entitlements shall be available to the Lender notwithstanding that they may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall not have been issued and, to used or been available for use during the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the ClosingAvailability Period.

Further conditions precedent. If any The obligations of each Fund shall also be subject to the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementfollowing: 8.1 This Agreement and the transactions contemplated herein herein, with respect to each Fund, shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding shares of such Fund in accordance with applicable law and the provisions of the Safeco Trust's such Fund’s Agreement and Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 The Acquiring Fund shall have adopted and maintained any and all agreements necessary for the Acquiring Fund’s operation as a series of a closed-end investment company. 8.3 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 8.4 All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;. 8.4 8.5 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code;. 8.6 The Acquired Selling Fund shall have distributed to its shareholders, in declared and paid a dividend or dividends and/or other distribution or distributions qualifying for that, together with all previous such dividends or distributions, shall have the deduction for dividends paid under Section 561 effect of distributing to the shareholders of the Code, Selling Fund substantially all of its the Selling Fund’s investment company taxable income (as defined in Section 852(b)(2) of the Code determined computed without regard to Section 852(b)(2)(Dany deduction for dividends paid) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and substantially all of its net capital gain (as such term is used after reduction for any capital loss carry-forward and computed without regard to any deduction for dividends paid) for all taxable years ending on or before the Closing Date. 8.7 The Funds shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP substantially to the effect that with respect to the Reorganization for U.S. federal income tax purposes: (a) The transfer of all the Selling Fund’s assets to the Acquiring Fund in Sections 852(b)(3)(Aexchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund followed by the pro rata, by class, distribution by the Selling Fund of all the Acquiring Fund Shares to the Selling Fund Shareholders in complete liquidation of the Selling Fund will constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and (Cthe Acquiring Fund and the Selling Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code), after reduction with respect to the Reorganization. (b) No gain or loss will be recognized by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, upon the dividend distribution that receipt of all the assets of the Selling Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders all the liabilities of record prior the Selling Fund. (c) No gain or loss will be recognized by the Selling Fund upon the transfer of all the Selling Fund’s assets to the ClosingAcquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to the Selling Fund Shareholders solely in exchange for such shareholders’ shares of the Selling Fund in complete liquidation of the Selling Fund. (d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Selling Fund’s assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Selling Fund immediately before the Reorganization. The holding period of the assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund. No opinion will be expressed as to (1) the effect of the Reorganization on (A) the taxable year of any Selling Fund shareholder, or (B) the Selling Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code or (2) any other U.S. federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may reasonably request of the Funds, and the Selling Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Selling Fund may waive the conditions set forth in this Section 8.6.

Further conditions precedent. If any The obligations of the conditions set forth below does not exist on or before Target Fund and the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required Acquiring Fund to consummate the transactions contemplated provided for herein shall also be subject to the fulfillment (or waiver by this Agreementthe affected parties) of the following conditions: 8.1 This Agreement and the transactions contemplated herein herein, with respect to the Target Fund, shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding shares of the Target Fund in accordance with applicable law and the provisions of the Safeco Trust's Trust Instrument Corporation’s Articles of Incorporation and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto the Acquiring Fund nor the Target Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;. 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇. 8.5 The Target Fund shall have received on the Closing Date an opinion from ▇▇▇r ▇▇▇ Price P.C. dated as of the Closing Date, substantially to the effect that: (a) The Trust is a validly existing voluntary association with shares of beneficial interest commonly referred to as a “Massachusetts business trust,” and is existing under the laws of the Commonwealth of Massachusetts. (b) The execution and delivery of the Agreement by the Trust, on behalf of the Acquiring Fund, did not, and the issuance of Acquiring Fund Shares pursuant to the Agreement will not, violate the Trust’s Declaration of Trust or By-Laws. (c) To the knowledge of such counsel, and without any independent investigation, (i) the Trust is registered with the Commission as an open-end management investment company under the 1940 Act, and such registration under the 1940 Act is in full force and effect and is not subject to any stop order; and (ii) all regulatory consents, authorizations, orders, approvals or filings required to be obtained or made by the Acquiring Fund under the federal laws of the United States of America or the laws of the Commonwealth of Massachusetts for the issuance of Acquiring Fund Shares and all other transactions pursuant to the Agreement have been obtained or made. 8.6 The Acquiring Fund shall have received on the Closing Date an opinion from ▇▇▇▇▇▇ Price P.C., and an opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP with respect to matters governed by the laws of the State of Maryland, each dated as of the Closing Date, substantially to the effect that: (a) The Corporation is a corporation validly existing and in good standing under the laws of the State of Maryland. (b) The execution and delivery of the Agreement by the Corporation, on behalf of the Target Fund, did not, and the exchange of the Target Fund’s assets for Acquiring Fund Shares pursuant to the Agreement will not, violate the Corporation’s Articles of Incorporation or By-Laws. (c) To the knowledge of such counsel, and without any independent investigation, (i) the Corporation is registered with the Commission as an open-end management investment company under the 1940 Act, and such registration under the 1940 Act is in full force and effect and is not subject to any stop order; and (ii) all regulatory consents, authorizations, orders, approvals or filings required to be obtained or made by a Fund under the federal laws of the United States of America or the laws of the State of Maryland for the transfer of the Target Fund’s assets and liabilities in exchange for Acquiring Fund Shares and all other transactions pursuant to the Agreement have been obtained or made. Insofar as the opinions expressed above relate to or are dependent upon matters that are governed by the laws of the State of Maryland, ▇▇▇▇▇▇ Price P.C. may rely on the opinions of ▇▇▇tory ▇▇▇ & ▇he Safeco Trust ▇▇▇▇▇▇ LLP. 8.7 The Funds shall have received on the Closing Date an opinion of ▇▇▇▇▇▇ Price P.C. addressed to the Acquiring Fund and the Acquiring Trust and subject to customary assumptions and qualifications, Target Fund substantially to the effect that for federal income tax purposes purposes: (a) The transfer of all the acquisition Target Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets liabilities of the Target Fund immediately followed by the pro rata, by class, distribution to the Target Fund Shareholders of all the Acquiring Fund Shares received by the Target Fund in complete liquidation of the Target Fund and the termination of the Target Fund as soon as practicable thereafter will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and the Acquiring Fund and the Target Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Target Fund solely in exchange for Acquiring Fund Shares and the issuance assumption by the Acquiring Fund of all the liabilities of the Target Fund. (c) No gain or loss will be recognized by the Target Fund upon the transfer of all the Target Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Target Fund or upon the distribution (whether actual or constructive) of such Acquiring Fund Shares to the Acquired Target Fund and the assumption Shareholders solely in exchange for such shareholders’ shares of the Assumed Liabilities Target Fund in complete liquidation of the Target Fund. (d) No gain or loss will be recognized by the Target Fund Shareholders upon the exchange of their Target Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Target Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. The holding period of the Acquiring Fund Shares received by each Target Fund Shareholder in the Reorganization will include the period during which the Target Fund shares exchanged therefor were held by such shareholder, provided such Target Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Target Fund’s assets transferred to the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the effective time of the Reorganization. The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which such assets were held by the Target Fund. No opinion will be expressed as to (1) the effect of the Reorganization on the Target Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares or any Target Fund Shareholder with respect to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fundany asset (including, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholderswithout limitation, any stock held in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its passive foreign investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D1297(a) of the Code) for its as to which any unrealized gain or loss is required to be recognized under federal income tax principles (a) at the end of a taxable year ending (or on the Closing Datetermination thereof) or (b) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on certain factual representations, reasonable assumptions and such other representations as ▇▇▇▇▇▇ Price P.C. may request of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing DateFunds, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) the Target Fund and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlywill cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the dividend distribution that neither the Acquiring Fund normally would make nor the Target Fund may waive the conditions set forth in December of 2004 shall have been made to shareholders of record prior to the Closingthis Section 8.7.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 8.1. This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders Board of Directors of the Company in accordance with the provisions of the Safeco Trust's Trust Instrument Company’s Articles of Incorporation and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders Board of Directors shall have been delivered by the Acquired Target Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 8.2. On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 8.3. All consents of other parties and all other consents, orders and permits of federal, state state, and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 8.4. The Acquiring Trust's Fund’s Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 8.5. The parties shall have received an opinion of Wilmer Cutler Pickering Ropes & ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇LLP, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust satisfactory to each of the Target Fund and the Acquiring Trust Fund and subject to certain factual representations made by officers of the Target Fund and the Acquiring Fund and customary assumptions and qualifications, substantially to the effect that that, although not free from doubt, for federal income tax purposes (i) the acquisition by the Acquiring Fund of the Acquired Target Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Target Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Target Fund, in liquidation of the Acquired Target Fund, of Acquiring Fund Shares to the Acquired Target Fund Shareholders in exchange for their Acquired Target Fund Shares and the termination of the Acquired Target Fund, will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid (ii) under Section 561 Sections 361 and 357 of the Code, all the Target Fund will not recognize any gain or loss upon the transfer of the Target Assets to the Acquiring Fund pursuant to this Agreement in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities, or upon the distribution of the Acquiring Fund Shares by the Target Fund to its investment company taxable income shareholders in liquidation of the Target Fund, except for (A) any gain or loss recognized on (1) “section 1256 contracts” as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D1256(b) of the Code, or (2) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under stock in a “passive foreign investment company” as defined in Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C1297(a) of the Code), after reduction by and (B) any available capital other gain or loss carryforwardthat may be required to be recognized (1) as a result of the closing of the tax year of the Target Fund, (2) upon the termination of a position, or (3) upon the transfer of an asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code; (iii) under Section 354 of the Code, Target Fund Shareholders will not recognize any gain or loss upon the exchange of their Target Fund Shares for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlyShares; (iv) under Section 358 of the Code, the dividend distribution that aggregate basis in the Acquiring Fund normally would make Shares that the Target Fund Shareholders receive in December exchange for their Target Fund Shares will be the same as the aggregate basis of 2004 shall have been made the Target Fund Shares exchanged therefor; (v) under Section 1223(1) of the Code, a Target Fund Shareholder’s holding period for Acquiring Fund Shares received pursuant to shareholders the Agreement will include the shareholder’s holding period for the Target Fund Shares exchanged therefor, provided that the shareholder held the Target Fund Shares as capital assets on the date of record the exchange; (vi) under Section 1032 of the Code, the Acquiring Fund will not recognize any gain or loss upon the receipt of the Target Assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities; (vii) under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the Target Assets will be the same as the Target Fund’s tax basis immediately prior to the Closingtransfer, increased by any gain or decreased by any loss required to be recognized as described in (ii) above; (viii) under Section 1223(2) of the Code, the holding period of each Target Asset in the hands of the Acquiring Fund, other than certain Target Assets with respect to which gain or loss is required to be recognized as described in (ii) above, will include the period during which such Target Asset was held or treated for U.S. federal income tax purposes as held by the Target Fund; and (ix) the Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. Such opinion is not a guarantee that the tax consequences of the Reorganization will be as described above. Neither party may waive the condition set forth in Paragraph 8.5.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco AmSouth Trust's Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco AmSouth Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of at least (8) of its accumulated undistributed realized net capital gains as of seven business days before the Closing Date ("Determination Date") to its shareholders in November 2004 in accordance with its normal practices and, unless on or about three business days before the Acquiring Fund distributes income monthly, the dividend distribution Closing Date; provided that the Acquiring Fund normally would shall not be required to make in December such distribution if (i) such gains do not exceed 3% of 2004 the net assets of the Acquiring Fund on such date or (ii) the Acquiring Fund shall have been made notified by the staff of the Commission in response to shareholders of record prior a request in accordance with Rule 19b-1(e) under the Investment Company Act that the staff objects to the Closingproposed distribution.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco AmSouth Trust's Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;; and 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ ▇▇▇▇▇▇▇▇tory ▇ ▇▇▇▇ and ▇he Safeco ▇▇▇ LLP, satisfactory to the AmSouth Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any The obligations of each Fund shall also be subject to the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementfollowing: 8.1 This Agreement and the transactions contemplated herein herein, with respect to the Selling Fund, shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding shares of the Selling Fund in accordance with applicable law and the provisions of the Safeco Selling Trust's ’s Agreement and Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 The Acquiring Trust, on behalf of and with respect to the Acquiring Fund, shall have entered into or adopted any and all agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. 8.3 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 8.4 All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure . 8.5 The post-effective amendment to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement ’s registration statement on Form N-14 N-1A relating to the Acquiring Fund under the 1933 Act and the 1940 Act, as applicable (the “Post-Effective Amendment”), shall have become effective, and any additional post-effective under amendments to any such registration statement as are determined by the Securities Act Trustees of the Acquiring Trust to be necessary and appropriate shall have been filed with the Commission and shall have become effective; and no stop orders order suspending the effectiveness of such Registration Statement registration statement shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities 1933 Act;. The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. 8.5 8.6 The parties Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, Price P.C. substantially to the effect that with respect to the Reorganization for federal income tax purposes purposes: (a) The transfer of all the acquisition Selling Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets liabilities of the Selling Fund followed by the pro rata, by class, distribution by the Selling Fund of all the Acquiring Fund Shares received to the Selling Fund Shareholders in complete liquidation of the Selling Fund will constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and the Acquiring Fund and the Selling Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Selling Fund solely in exchange for Acquiring Fund Shares and the issuance assumption by the Acquiring Fund of all the liabilities of the Selling Fund. (c) No gain or loss will be recognized by the Selling Fund upon the transfer of all the Selling Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to the Acquired Selling Fund and the assumption Shareholders solely in exchange for such shareholders’ shares of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, Selling Fund in complete liquidation of the Acquired Selling Fund, . (d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Selling Fund’s assets transferred to the Acquired Acquiring Fund Shareholders in exchange for their Acquired will be the same as the basis of such assets to the Selling Fund Shares and immediately before the termination Reorganization. The holding period of the Acquired assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund, . (g) The taxable year of the Selling Fund will not end as a result of the Reorganization. The part of the taxable year of the Selling Fund before the Reorganization and part of the taxable year of the Acquiring Fund after the Reorganization will constitute a "reorganization" within the meaning of Section 368(a) single taxable year of the Code; 8.6 The Acquired Acquiring Fund. No opinion will be expressed as to (1) the effect of the Reorganization on (A) the taxable year of any Selling Fund shall have distributed shareholder, or (B) the Selling Fund or the Acquiring Fund with respect to its shareholders, any stock held in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its passive foreign investment company taxable income (as defined in Section 852(b)(21297(a) of the Code determined without regard to Section 852(b)(2)(Dor (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as ▇▇▇▇▇▇ Price P.C. may reasonably request of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing DateFunds, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) the Selling Fund and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlywill cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the dividend distribution that neither the Acquiring Fund normally would make nor the Selling Fund may waive the conditions set forth in December of 2004 shall have been made to shareholders of record prior to the Closingthis Section 8.6.

Further conditions precedent. If any The obligations of each Fund shall also be subject to the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementfollowing: 8.1 This Agreement and the transactions contemplated herein herein, shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund's shareholders Fund in accordance with applicable law and the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund ’s Declaration of Trust and Bylaws, each as may be amended or restated from time to the Acquiring Fundtime. Notwithstanding anything herein to the contrary, neither party hereto Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 The Acquiring Fund shall have adopted and maintained any and all agreements necessary for the Acquiring Fund’s operation as a closed-end investment company. 8.3 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 8.4 All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;. 8.4 8.5 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;▇▇▇▇ ▇▇▇. 8.5 8.6 The parties Acquired Fund shall have declared and paid a dividend or dividends and/or other distribution or distributions that, together with all previous such dividends or distributions, shall have the effect of distributing to the stockholders of the Acquired Fund substantially all of the Acquired Fund’s investment company taxable income (computed without regard to any deduction for dividends paid) and substantially all of its net capital gain (after reduction for any capital loss carryforward and computed without regard to any deduction for dividends paid) for all taxable years ending on or before the Closing Date. 8.7 The Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇r ▇▇▇, & ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, S.C. substantially to the effect that with respect to the Reorganization for U.S. federal income tax purposes purposes: (a) The transfer of all of the acquisition Acquired Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Assets solely in exchange for Fund followed by the issuance pro rata, by class, distribution by the Acquired Fund of all the Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, Stockholders in complete liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code; 8.6 The Code and the Acquiring Fund and the Acquired Fund shall have distributed will each be a “party to its shareholders, in a distribution or distributions qualifying for reorganization,” within the deduction for dividends paid under meaning of Section 561 368(b) of the Code, with respect to the particular Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of its the Acquired Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund. (c) No gain or loss will be recognized by the Acquired Fund upon the transfer of all the Acquired Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to the Acquired Fund Stockholders solely in exchange for such stockholders’ shares of the Acquired Fund in complete liquidation of the Acquired Fund, except for (A) any gain or loss that may be recognized on “section 1256 contracts” as defined in section 1256(b) of the Code as a result of the closing of the tax year of the Acquired Fund, (B) any gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized as a result of the closing of the tax year of the Acquired Fund. (d) No gain or loss will be recognized by the Acquired Fund Stockholders upon the exchange of their Acquired Fund shares solely for Acquiring Fund Shares in the Reorganization, except with respect to any gain attributable to the receipt of cash by the Acquired Fund Stockholders in lieu of fractional shares. (e) The aggregate basis of the Acquiring Fund Shares received by the Acquired Fund Stockholder pursuant to the Reorganization will be the same as the aggregate basis of the Acquired Fund shares exchanged therefor by such stockholder, except with respect to any amounts attributable to the receipt of cash by the Acquired Fund Stockholders in lieu of fractional shares. The holding period of Acquiring Fund Shares received by the Acquired Fund Stockholder will include the period during which the Acquired Fund shares exchanged therefor were held by such stockholder, provided such Acquired Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Acquired Fund’s assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Acquired Fund immediately before the Reorganization increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund upon the transfer. The holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund (except to the extent that the investment activities of the Acquiring Fund reduce or eliminate such holding period and except for any assets which may be marked to market on the termination of the Acquired Fund’s taxable year or on which gain was recognized on the transfer to the Acquiring Fund). No opinion will be expressed as to (1) the effect of the Reorganization on (A) the taxable year of any Acquired Fund stockholder, (B) the Acquired Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company taxable income (as defined in Section 852(b)(21297(a) of the Code determined without regard to or personal holding company as defined in Section 852(b)(2)(D) 542 of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) any shares held as a result of or attributable to compensation for services by any person, or (2) any other U.S. federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ S.C. may reasonably request of the Code)Funds, after reduction by any available capital loss carryforward, for its taxable year ending on and the Closing Date; and 8.7 The Acquiring Acquired Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless and the Acquiring Fund distributes income monthlywill cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the dividend distribution that none of the Acquiring Fund normally would make nor the Acquired Fund may waive the conditions set forth in December of 2004 shall have been made to shareholders of record prior to the Closingthis Section 8.7.

Further conditions precedent. If any The obligations of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required Funds to consummate the transactions contemplated by under this AgreementAgreement are subject to the fulfillment or waiver of the following conditions: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding common shares of the Target Fund and the Acquiring Fund in accordance with applicable law and the provisions of the Safeco Trust's Target Fund’s Declaration of Trust Instrument and or By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto the parties may not waive the conditions condition set forth in this Paragraph Section 8.1;. 8.2 On As of the Closing DateClosing, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein;. 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby shall herein will have been obtainedobtained or made. All notices to, except where failure or consents or waivers from, other persons, or other actions necessary to obtain any such consent, order permit consummation of the transactions contemplated herein will have been obtained or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;made. 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code;. 8.6 8.5 The Acquired Target Fund shall have distributed declared, prior to the Valuation Time, a dividend or dividends with respect to its shareholderscommon shares that, in a distribution or distributions qualifying for the deduction for together with all other dividends paid under Section 561 by the Target Fund with respect to all taxable periods ending on or before the Closing Date, shall have the effect of distributing to its shareholders at least all of the Code, all of its Target Fund’s investment company taxable income for all taxable periods ending on or before the Closing Date (as defined in Section 852(b)(2) of the Code determined computed without regard to Section 852(b)(2)(D) of the Code) any deduction for its taxable year ending on the Closing Datedividends paid), all of if any, plus the excess of (i) its interest income excludable excludible from gross income under Section 103(a) of the Code Code, if any, over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its all taxable year periods ending on or before the Closing Date, Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any available capital loss carryforward and excluding any net capital gain (as such term is used in Sections on which the Target Fund paid tax under Section 852(b)(3)(A) and (C) of the Code). Prior to Closing, after reduction the Target Fund shall establish an escrow account and set aside assets in the amount of such dividend or dividends in such escrow account to be held solely for the benefit of Target Fund Common Shareholders as of the record date for such dividend or dividends. The Target Fund shall not have any rights with respect to, or interest in, the assets held in the escrow account. 8.6 The Target Fund shall have received (i) an opinion from ▇▇▇▇▇▇ Price P.C., special counsel to the Acquiring Fund, and (ii) an opinion from ▇▇▇▇▇▇ & Whitney LLP, with respect to matters governed by any available capital loss carryforwardthe laws of the State of Minnesota, for its taxable year ending on each dated as of the Closing Date; , substantially to the effect that: (a) The Acquiring Fund has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Minnesota and, to such counsel’s knowledge, has the corporate power to own its properties and assets and carry on its business as presently conducted, in each case as described in the definitive Joint Proxy Statement/Prospectus as filed with the Commission pursuant to Rule 497 under the 1933 Act. (b) The Acquiring Fund is registered as a closed-end management investment company under the 1940 Act, and, to such counsel’s knowledge, such registration under the 1940 Act is in full force and effect. (c) Assuming that the Acquiring Fund Common Shares will be issued in accordance with the terms of this Agreement, the Acquiring Fund Common Shares to be issued and delivered to the Target Fund on behalf of the Target Fund Common Shareholders as provided by this Agreement are duly authorized and, upon such delivery, will be validly issued and fully paid and non-assessable by the Acquiring Fund. (d) The Registration Statement is effective and, to such counsel’s knowledge, no stop order under the 1933 Act pertaining thereto has been issued. (e) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Minnesota is required for consummation by the Acquiring Fund of the transactions contemplated herein, except as have been obtained. (f) The execution and delivery of this Agreement by the Acquiring Fund did not, and the consummation by the Acquiring Fund of the transactions contemplated herein will not, violate the Acquiring Fund’s Articles of Incorporation or By-Laws. provided however, that if the Domicile Change has been consummated, insofar as the opinions above then relate to or are dependent on matters governed by the laws of the Commonwealth of Massachusetts, in lieu of an opinion ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Target Fund shall have received an opinion from ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP with respect to matters governed by the laws of the Commonwealth of Massachusetts, provided further, that such opinions shall be modified, as shall be deemed appropriate by ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, to account for the Acquiring Fund’s status as a Massachusetts business trust. Insofar as the opinions expressed above relate to or are dependent upon matters that are governed by the laws of the State of Minnesota, ▇▇▇▇▇▇ Price P.C. may rely on the opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. To the extent the opinions expressed above may be modified by the Domicile Change, and insofar as they relate to or are dependent on matters governed by the laws of the Commonwealth of Massachusetts, ▇▇▇▇▇▇ Price P.C. may rely on the opinions of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. 8.7 The Acquiring Fund shall have made received (i) an opinion from ▇▇▇▇▇▇ Price P.C., special counsel to the Target Fund, and (ii) an opinion from ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, with respect to matters governed by the laws of the Commonwealth of Massachusetts, each dated as of the Closing Date, substantially to the effect that: (a) The Target Fund has been formed as a distribution voluntary association with transferable shares of capital gains beneficial interest commonly referred to as a “Massachusetts business trust,” and is existing under the laws of the Commonwealth of Massachusetts and, to such counsel’s knowledge, has the power as a business trust under its Declaration of Trust and Massachusetts law applicable to business trusts to conduct its business as described in the definitive Joint Proxy Statement/Prospectus as filed with the Commission pursuant to Rule 497 under the 1933 Act. (b) The Target Fund is registered as a closed-end management investment company under the 1940 Act, and, to such counsel’s knowledge, such registration under the 1940 Act is in full force and effect. (c) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for consummation by the Target Fund of the transactions contemplated herein, except as have been obtained, and except as may be required under any Massachusetts securities law, statute, rule or regulation, about which such counsel expresses no opinion. (d) To the knowledge of such counsel, the Target Fund has the power under its Declaration of Trust to transfer its assets as contemplated by this Agreement. (e) The execution and delivery of this Agreement by the Target Fund did not, and the consummation by the Target Fund of the transactions contemplated herein will not, violate the Target Fund’s Declaration of Trust or By-Laws (assuming the requisite approval of the Target Fund’s shareholders in November 2004 has been obtained in accordance with its normal practices andthe requirements of the Target Fund’s Declaration of Trust and By-Laws). Insofar as the opinions expressed above relate to or are dependent upon matters that are governed by the laws of the Commonwealth of Massachusetts, unless ▇▇▇▇▇▇ Price P.C. may rely on the opinions of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. 8.8 The Funds shall have received an opinion of ▇▇▇▇▇▇ Price P.C., dated as of the Closing Date and addressed to the Acquiring Fund distributes and the Target Fund, substantially to the effect that for federal income monthly, tax purposes: (a) The transfer by the dividend distribution that Target Fund of substantially all its assets to the Acquiring Fund normally would make solely in December exchange for Acquiring Fund Common Shares and the assumption by the Acquiring Fund of 2004 shall have been made substantially all the liabilities of the Target Fund, immediately followed by the pro rata distribution of all the Acquiring Fund Common Shares so received by the Target Fund to shareholders the Target Fund Common Shareholders of record prior in complete liquidation of the Target Fund and the dissolution of the Target Fund under applicable state law promptly thereafter, will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and the Target Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the ClosingReorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of substantially all the Target Fund’s assets solely in exchange for Acquiring Fund Common Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund. (c) No gain or loss will be recognized by the Target Fund upon the transfer of substantially all its assets to the Acquiring Fund solely in exchange for Acquiring Fund Common Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund or upon the distribution (whether actual or constructive) of such Acquiring Fund Common Shares to the Target Fund Common Shareholders solely in exchange for such shareholders’ shares of the Target Fund in complete liquidation of the Target Fund. (d) No gain or loss will be recognized by the Target Fund Common Shareholders upon the exchange, pursuant to the Reorganization, of all their shares of the Target Fund solely for Acquiring Fund Common Shares, except to the extent the Target Fund Common Shareholders receive cash in lieu of a fractional Acquiring Fund Common Share. (e) The aggregate basis of the Acquiring Fund Common Shares received by each Target Fund Common Shareholder pursuant to the Reorganization (including any fractional Acquiring Fund Common Share to which a Target Fund Common Shareholder would be entitled) will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. (f) The holding period of the Acquiring Fund Common Shares received by each Target Fund Common Shareholder in the Reorganization (including any fractional Acquiring Fund Common Share to which a Target Fund Common Shareholder would be entitled) will include the period during which the shares of the Target Fund exchanged therefor were held by such shareholder, provided the Target Fund shares are held as capital assets at the effective time of the Reorganization. (g) The basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the effective time of the Reorganization. (h) The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which those assets were held by the Target Fund. No opinion will be expressed as to (1) the effect of the Reorganization on the Target Fund, the Acquiring Fund or any Target Fund Common Shareholder with respect to any asset (including, without limitation, any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any gain or loss is required to be recognized under federal income tax principles (a) at the end of a taxable year (or on the termination thereof) or (b) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion will be based on customary assumptions and such representations as ▇▇▇▇▇▇ Price P.C. may reasonably request of the Funds, and each Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither Fund may waive the conditions set forth in this Section 8.8.

Further conditions precedent. If any The obligations of each Fund shall also be subject to the following: 8.1 This Agreement and the transactions contemplated herein, with respect to the Selling Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Selling Fund in accordance with applicable law and the provisions of the Selling Trust Governing Documents, and the Related Reorganization shall have been approved by the requisite vote of the holders of the outstanding shares of the Related Fund in accordance with applicable law and the provisions of such fund’s governing documents. Notwithstanding anything herein to the contrary, neither Fund may waive the conditions set forth below does not exist on or before in this Section 8.1. The Acquiring Fund acknowledges that the Closing Date with respect Selling Trust has the authority, under the Selling Trust Governing Documents, to either party hereto, adjourn a meeting of the other party to this Agreement shall, at its option, not be required to consummate shareholders of Stonebridge Small-Cap Growth Fund for any lawful purpose for a period of no more than six months beyond the transactions contemplated by this Agreement:originally scheduled meeting date. 8.1 8.2 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote Board of Trustees of the Acquired Fund's shareholders Acquiring Trust and the Board of Trustees of the Selling Trust, each in accordance with Rule 17a-8 under the provisions of the Safeco Trust's Trust Instrument and By-Laws1940 Act, and certified copies each Fund shall have delivered to the other a copy of the resolutions evidencing such approval approving this Agreement adopted by its Board, certified by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund Secretary or equivalent officer. 8.3 The Acquiring Trust, on behalf of and with respect to the Acquiring Fund. Notwithstanding anything herein to , shall have entered into or adopted any and all agreements necessary for the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1;Acquiring Fund’s operation as a series of an open-end investment company. 8.2 8.4 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 8.5 All required consents of other parties and all other consents, orders orders, and permits of U.S. federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such U.S. federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure . 8.6 The post-effective amendment to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement ’s registration statement on Form N-14 N-1A relating to the Acquiring Fund Shares under the 1933 Act and the 1940 Act, as applicable (the “Post-Effective Amendment”), shall have become effective, and any additional post-effective under amendments to any such registration statement as are determined by the Securities Act Trustees of the Acquiring Trust to be necessary and appropriate shall have been filed with the Commission and shall have become effective; and no stop orders order suspending the effectiveness of such Registration Statement registration statement shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities 1933 Act;. The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. 8.5 8.7 The parties Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ & ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, LLP substantially to the effect that with respect to the Reorganization for U.S. federal income tax purposes purposes: (a) The transfer of all the acquisition Selling Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption liabilities of the Assumed Liabilities by the Acquiring Fund, Selling Fund followed by the distribution by the Acquired Fund, in liquidation Selling Fund of all the Acquired Fund, of Acquiring Fund Shares to the Acquired Selling Fund Shareholders in exchange for their Acquired Fund Shares and the termination complete liquidation of the Acquired Fund, Selling Fund will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code; 8.6 The Acquired Code and the Acquiring Fund shall have distributed and the Selling Fund will each be a “party to its shareholders, in a distribution or distributions qualifying for reorganization,” within the deduction for dividends paid under meaning of Section 561 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of its the Selling Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund. (c) No gain or loss will be recognized by the Selling Fund upon the transfer of all the Selling Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to the Selling Fund Shareholders solely in exchange for such shareholders’ shares of the Selling Fund in complete liquidation of the Selling Fund. (d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Selling Fund’s assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Selling Fund immediately before the Reorganization. The holding period of the assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund. (g) The consummation of the Reorganization will not terminate the taxable year of the Selling Fund. The part of the taxable year of the Selling Fund before the Reorganization and part of the taxable year of the Acquiring Fund after the Reorganization will constitute a single taxable year of the Acquiring Fund. No opinion will be expressed as to (1) the effect of the Reorganization on (A) the taxable year of any Selling Fund shareholder, or (B) the Selling Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company taxable income (as defined in Section 852(b)(21297(a) of the Code determined without regard to Section 852(b)(2)(Dor (2) any other U.S. federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may reasonably request of the Code) for its taxable year ending on the Closing DateFunds or of SCM, all and each of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing DateSelling Fund, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, and SCM will cooperate to make and certify the dividend distribution that the Acquiring Fund normally would make in December accuracy of 2004 shall have been made to shareholders of record prior to the Closing.such

Further conditions precedent. If any The obligations of each Fund shall also be subject to the following: 8.1 This Agreement and the transactions contemplated herein, with respect to the Selling Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Selling Fund in accordance with applicable law and the provisions of the Selling Corporation Governing Documents. Notwithstanding anything herein to the contrary, neither Fund may waive the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to in this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:Section 8.1. 8.1 8.2 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote Board of Trustees of the Acquired Fund's shareholders Acquiring Trust and the Board of Directors of the Selling Corporation in accordance with Rule 17a-8 under the provisions of the Safeco Trust's Trust Instrument and By-Laws1940 Act, and certified copies each Fund shall have delivered to the other a copy of the resolutions evidencing such approval approving this Agreement adopted by its Board, certified by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund Secretary or equivalent officer. 8.3 The Acquiring Trust, on behalf of and with respect to the Acquiring Fund. Notwithstanding anything herein to , shall have entered into or adopted any and all agreements necessary for the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1;Acquiring Fund’s operation as a series of an open-end investment company. 8.2 8.4 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 8.5 All required consents of other parties and all other consents, orders orders, and permits of U.S. federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such U.S. federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure . 8.6 The post-effective amendment to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement ’s registration statement on Form N-14 N-1A relating to the Acquiring Fund’s Investor Class and Class L shares under the 1933 Act and the 1940 Act, as applicable (the “Post-Effective Amendment”), shall have become effective, and any additional post-effective under amendments to any such registration statement as are determined by the Securities Act Trustees of the Acquiring Trust to be necessary and appropriate shall have been filed with the Commission and shall have become effective; and no stop orders order suspending the effectiveness of such Registration Statement registration statement shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities 1933 Act;. The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. 8.5 8.7 The parties Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ & ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, LLP substantially to the effect that with respect to the Reorganization for U.S. federal income tax purposes purposes: (a) The transfer of all the acquisition Selling Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets liabilities of the Selling Fund followed by the pro rata, by class, distribution by the Selling Fund of all the Acquiring Fund Shares to the Selling Fund Shareholders in complete liquidation of the Selling Fund will constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and the Acquiring Fund and the Selling Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Selling Fund solely in exchange for Acquiring Fund Shares and the issuance assumption by the Acquiring Fund of all the liabilities of the Selling Fund. (c) No gain or loss will be recognized by the Selling Fund upon the transfer of all the Selling Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to the Acquired Selling Fund and the assumption Shareholders solely in exchange for such shareholders’ shares of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, Selling Fund in complete liquidation of the Acquired Selling Fund, . (d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Selling Fund’s assets transferred to the Acquired Acquiring Fund Shareholders in exchange for their Acquired will be the same as the basis of such assets to the Selling Fund Shares and immediately before the termination Reorganization. The holding period of the Acquired assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund, . (g) The taxable year of the Selling Fund will not end as a result of the Reorganization. The part of the taxable year of the Selling Fund before the Reorganization and part of the taxable year of the Acquiring Fund after the Reorganization will constitute a "reorganization" within the meaning of Section 368(a) single taxable year of the Code; 8.6 The Acquired Acquiring Fund. No opinion will be expressed as to (1) the effect of the Reorganization on (A) the taxable year of any Selling Fund shall have distributed shareholder, or (B) the Selling Fund or the Acquiring Fund with respect to its shareholders, any stock held in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its passive foreign investment company taxable income (as defined in Section 852(b)(21297(a) of the Code determined without regard to Section 852(b)(2)(Dor (2) any other U.S. federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may reasonably request of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing DateFunds, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) the Selling Fund and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlywill cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the dividend distribution that neither the Acquiring Fund normally would make nor the Selling Fund may waive the conditions set forth in December of 2004 shall have been made to shareholders of record prior to the Closingthis Section 8.7.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 8.1. This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's ’s shareholders in accordance with the provisions of the Safeco Trust's Acquired Fund’s Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's ’s shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 8.2. On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 8.3. All consents of other parties and all other consents, orders and permits of federal, state state, and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 8.4. The Acquiring Trust's Fund’s Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 8.5. The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ ▇▇▇▇▇▇▇▇tory ▇ ▇▇▇▇ and ▇he Safeco ▇▇▇ LLP, satisfactory to each of the Trust and the Acquiring Trust Acquired Fund and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code;. Neither party may waive the condition set forth in this Paragraph 8.5; and 8.6 8.6. The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If The obligations of each Lender to make any Loan are subject to the further conditions precedent that on both the date of the conditions set forth below does Utilisation Claim and the Utilisation Date for that Loan: (a) the Repeating Representations are correct in all respects; (b) no Default is outstanding or would result from the Loan unless pursuant to Clause 22 (Option to make Loans after Default), Loans may continue to be advanced under the Facility notwithstanding such Default; (c) the Construction Contract (or any part thereof) is not exist on subject to any judicial or before arbitral proceedings unless UKEF has confirmed to the Closing Date with respect Facility Agent that Loans may continue to either party heretobe advanced under the Facility notwithstanding such judicial or arbitral proceedings; (d) such Loan is for no more than the amount of the undrawn Commitment; (e) no Construction Contract Event has occurred or, in the event that a Construction Contract Event has occurred, the other party Facility Agent has notified the Company that UKEF has confirmed that Loans may continue to this Agreement shallbe advanced under the Facility notwithstanding the relevant Construction Contract Event; (f) the Facility Agent (acting on the instructions of all the Lenders) is satisfied that the UKEF Guarantee is (or, at its optionfollowing payment of any UKEF Finance Charge due and payable, will be) in full force and effect and shall apply to the proposed Loan and interest thereon during the period that the relevant Loan is outstanding; (g) the Facility Agent has not be received a notice from UKEF requesting the Lenders to suspend the making of the Loan (or, if the Facility Agent has received such a notice, that notice has been withdrawn) and/or the Lenders are not required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote terms of the Acquired Fund's shareholders UKEF Guarantee to suspend the making of the Loan; and (h) there is no outstanding notice of mandatory prepayment from the Facility Agent or any Lender under Clause 7 (Prepayment and Cancellation); (i) there is no Forecast Funding Shortfall; (j) in respect of drawings to make payments to the Construction Contractor, such payments are due and payable in accordance with the provisions Construction Contract; (k) the most recent financial statements of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval Company due under Clause 16.1 (Financial statements) have been received by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1Facility Agent; 8.2 On (l) the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency Performance Security is effective and in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated hereinforce; 8.3 All consents of other parties (m) the Technical Adviser has delivered a certificate setting out amounts due and all other consents, orders and permits of federal, state and local regulatory authorities (including those of payable under the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itselfConstruction Contract; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under (n) the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(adirector(s) of the Code;Company have issued a certificate certifying that: 8.6 The Acquired Fund shall have distributed to its shareholders, (i) the Performance Security is in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, full force and effect; and (ii) all of its investment company taxable income Plant and Materials (as defined in Section 852(b)(2under the EPC Amendment Agreement) listed and to which any Statement compiled under subclause 14.3 of the Code determined without regard to Section 852(b)(2)(DConstruction Contract relates are free and clear of all liens and encumbrances; and (o) the directors of the Code) for its taxable year ending Company have issued a certificate to the Facility Agent confirming that as at close of business on the Closing Date, all day before the date of the excess of certificate: (i) its interest income excludable from gross income under Section 103(a) of the Code over all subcontractors and suppliers have been paid amounts due in full and that there are no such amounts outstanding; and (ii) its deductions disallowed under Sections 265 and 171(a)(2) the balance standing to the credit of the Code for its taxable year ending on Accounts represents all amounts receivable by the Closing DateCompany in connection with the Project, including, but not limited to, any equity subscription amounts, liquidated damages under the Construction Contract, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) any other amounts which are due and (C) of the Code), after reduction by payable under any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the ClosingTransaction Document.

Further conditions precedent. If any The obligations of the conditions set forth below does not exist on or before Target Fund and the Closing Date with respect Acquiring Fund hereunder shall also be subject to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementfollowing: 8.1 This Agreement and the transactions contemplated herein herein, with respect to the Target Fund, shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding shares of the Target Fund in accordance with applicable law and the provisions of the Safeco Trust's Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto the Acquiring Fund nor the Target Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary "no-action" positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;. 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;▇▇▇▇ ▇▇▇. 8.5 The parties Target Fund shall have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders all of the Target Fund's investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income excludible from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any available capital loss carryforward). 8.6 The Target Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the Trust's President or Vice President, in a form reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Trust, on behalf of the Target Fund, made in this Agreement are true and correct on and as of the Closing Date and as to such other matters as the Acquiring Fund shall reasonably request. The Acquiring Fund shall have delivered to the Target Fund on the Closing Date a certificate executed in its name by the Trust's President or Vice President, in a form reasonably satisfactory to the Target Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund, made in this Agreement are true and correct on and as of the Closing Date and as to such other matters as the Target Fund shall reasonably request. 8.7 The Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇ and ▇▇tory ▇▇▇▇ ▇he Safeco Trust LLP addressed to the Acquiring Fund and the Acquiring Trust and subject to customary assumptions and qualifications, Target Fund substantially to the effect that for federal income tax purposes purposes: (a) The transfer of all of the acquisition Target Fund's assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets solely in exchange for liabilities of the issuance Target Fund followed by the pro rata distribution to the Target Fund Shareholders of all the Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities received by the Acquiring Fund, followed by the distribution by the Acquired Fund, Target Fund in complete liquidation of the Acquired Fund, of Acquiring Target Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Code and the Acquiring Fund shall have distributed and the Target Fund will each be a "party to its shareholders, in a distribution or distributions qualifying for reorganization," within the deduction for dividends paid under meaning of Section 561 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of its the Target Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Target Fund. (c) No gain or loss will be recognized by the Target Fund upon the transfer of all the Target Fund's assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Target Fund or upon the distribution of the Acquiring Fund Shares to the Target Fund Shareholders in complete liquidation of the Target Fund. (d) No gain or loss will be recognized by the Target Fund Shareholders upon the exchange of their Target Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Target Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. The holding period of the Acquiring Fund Shares received by each Target Fund Shareholder will include the period during which the Target Fund shares exchanged therefor were held by such shareholder, provided such Target Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Target Fund's assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Target Fund immediately before the Reorganization. The holding period of the assets of the Target Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Target Fund. (g) The Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. No opinion will be expressed as to (1) the effect of the Reorganization on (A) the Target Fund or the Acquiring Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a ▇▇▇▇-to-market system of accounting, (B) any Target Fund shareholder or any Acquiring Fund shareholder that is required to recognize unrealized gains and losses for federal income tax purposes under a ▇▇▇▇-to-market system of accounting, or (C) the Target Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company taxable income (as defined in Section 852(b)(21297(a) of the Code determined without regard to Section 852(b)(2)(Dor (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP may reasonably request of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing DateFunds, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) the Target Fund and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlywill cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the dividend distribution that neither the Acquiring Fund normally would make nor the Target Fund may waive the conditions set forth in December of 2004 shall have been made to shareholders of record prior to the Closingthis Section 8.7.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 8.2 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 8.3 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders order suspending the effectiveness of such the Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;; and 8.5 8.4 The parties (other than USGI) shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇ Ronon ▇tory ▇▇▇▇▇▇ & ▇he Safeco Trust and ▇▇▇▇ LLP, dated the Acquiring Trust and subject to customary assumptions and qualificationsClosing Date, substantially to the effect that that, based upon certain facts, assumptions and representations, and upon certifications contained in the Acquiring Fund Tax Representation Certificate and the Target Fund Tax Representation Certificate, for federal income tax purposes purposes, (i) the acquisition by the Acquiring Fund of the Acquired Assets Assets, solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption by the Acquiring Fund of the Assumed Liabilities by of the Acquiring Target Fund, followed by the distribution by the Acquired Fund, Target Fund to its shareholders of the Acquiring Fund Shares in complete liquidation of the Acquired Fund, of Acquiring Target Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute qualify as a "reorganization" reorganization within the meaning of Section 368(a368(a)(1) of the Code; 8.6 The Acquired , and the Target Fund shall have distributed and the Acquiring Fund each will be a “party to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under reorganization” within the meaning of Section 561 368(b) of the Code, ; (ii) no gain or loss will be recognized by the Target Fund upon the transfer of all of the Acquired Assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares, and the assumption by the Acquiring Fund of the Assumed Liabilities of the Target Fund, under Sections 361(a) and 357(a) of the Code; (iii) no gain or loss will be recognized by the Acquiring Fund upon the receipt by it of all of the Acquired Assets solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities of the Target Fund, under Section 1032(a) of the Code; (iv) no gain or loss will be recognized by the Target Fund upon the distribution of the Acquiring Fund Shares by the Target Fund to its investment company taxable income shareholders in complete liquidation of the Target Fund under Section 361(c)(1) of the Code; (v) the tax basis of the Acquired Assets received by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Target Fund immediately prior to the Reorganization under Section 362(b) of the Code; (vi) the holding periods of the Acquired Assets received by the Acquiring Fund will include the periods during which such assets were held by the Target Fund under Section 1223(2) of the Code; (vii) no gain or loss will be recognized by the shareholders of the Target Fund upon the exchange of the Target Fund Shares solely for the Acquiring Fund Shares (including fractional shares to which they may be entitled) under Section 354(a) of the Code; (viii) the aggregate tax basis of the Acquiring Fund Shares received by each Target Fund shareholder (including fractional shares to which they may be entitled) will be the same as the aggregate tax basis of the Target Fund Shares of each Target Fund shareholder exchanged therefor under Section 358(a)(1) of the Code; (ix) the holding period of the Acquiring Fund Shares received by each Target Fund shareholder (including fractional shares to which they may be entitled) will include the holding period of the Target Fund Shares of each Target Fund shareholder surrendered in exchange therefor, provided that the shareholder held the Target Fund Shares as a capital asset on the effective date of the Reorganization under Section 1223(1) of the Code; and (x) the Acquiring Fund will succeed to and take into account as of the date of the transfer (as defined in Section 852(b)(21.381(b)-1(b) of the Code determined without regard to Treasury Regulations) the items of the Target Fund described in Section 852(b)(2)(D381(c) of the Code) for its taxable year ending on , as if there had been no Reorganization, subject to the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 conditions and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used limitations specified in Sections 852(b)(3)(A) 381, 382, 383 and (C) 384 of the Code), after reduction by if applicable, and the Treasury Regulations thereunder. The foregoing opinion may state that no opinion is expressed as to the effect of the Reorganization on the Target Fund, the Acquiring Fund, or any available capital Shareholder of the Target Fund with respect to any asset as to which any unrealized gain or loss carryforward, is required to be recognized for its federal income tax purposes at the end of a taxable year ending (or on the Closing Date; and 8.7 The Acquiring termination or transfer thereof) under a ▇▇▇▇-to-market system of accounting. Notwithstanding anything in this Agreement to the contrary, neither the Target Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless nor the Acquiring Fund distributes income monthly, may waive the dividend distribution that the Acquiring Fund normally would make condition set forth in December of 2004 shall have been made to shareholders of record prior to the Closingthis Paragraph 8.4.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco AmSouth Trust's Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering Pickerin▇ ▇▇▇▇ ▇▇▇ ▇▇▇r r▇ ▇▇▇, ▇▇▇▇▇▇▇▇tory ctory ▇▇ ▇he Safeco the AmSouth Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of at least 80% of its accumulated undistributed realized net capital gains as of seven business days before the Closing Date ("Determination Date") to its shareholders in November 2004 in accordance with its normal practices and, unless on or about three business days before the Acquiring Fund distributes income monthly, the dividend distribution Closing Date; provided that the Acquiring Fund normally would shall not be required to make in December such distribution if (i) such gains do not exceed 3% of 2004 the net assets of the Acquiring Fund on such date or (ii) the Acquiring Fund shall have been made notified by the staff of the Commission in response to shareholders of record prior a request in accordance with Rule 19b-1(e) under the Investment Company Act that the staff objects to the Closingproposed distribution.

Further conditions precedent. If any The obligation of the Lender to grant any Drawing is subject to the further conditions set forth below does not exist on or before precedent that upon the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementactual date of each Drawing: 8.1 This Agreement a) the Contract and the transactions contemplated herein Purchase Orders and all import licenses and other permits required for the accomplishment of the Contract and Purchase Orders are in full force and effect and have not been materially amended without the prior written consent of the Lender, b) the EKN-Guarantee has not been withdrawn or cancelled, c) the representations and warranties stated in Clause 11 other than those set out in Clause 11.9 and 11.16 updated mutatis mutandis to each such date, are true and correct as if made on that date, d) Default shall have been approved by occurred and be continuing or would result from the requisite vote making of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇, ▇tory ) ▇▇▇▇▇▇ ▇he Safeco Trust and has not declared a general suspension of payment or a moratorium on the Acquiring Trust and subject payment of its Foreign Debt or commenced negotiations with foreign creditors with a view to customary assumptions and qualificationsa general readjustment, substantially rescheduling or refinancing of its Foreign Debt, whether due or not, f) there is no outstanding notice from EKN requiring the Lender to suspend the making of disbursements to the effect Borrower hereunder, g) the Exporter has confirmed to the Lender that for federal income tax purposes it has received the acquisition fifteen (15) per cent cash portion under the relevant Purchase Order or Software Licence Order, h) a confirmation from the Exporter that it has received from the Borrower the full amount of the relevant Drawing where financing of the Equipment and/or respective software is to be made, i) the receipt from the Borrower by the Acquiring Fund Lender of the Acquired Assets solely full amount of the relevant EKN Premium where financing of the EKN Premium is to be made, no amount is overdue from the Borrower in exchange for respect of Drawing made by it when a new Drawing shall be effected, j) receipt by the issuance Lender of Acquiring Fund Shares a copy of the relevant Purchase Order or Software License Order, k) receipt by the Lender of an actual extract from the pledge register concerning the Equipment and/or respective software financed under the Drawing evidencing the pledge of such Equipment to the Acquired Fund and Lender; for avoidance of any doubt Borrower retains the assumption right to unilaterally exclude the Equipment and/or respective software from the pledge register, should Lender fail to make the disbursement after 10 days calculated from the date of the Assumed Liabilities by the Acquiring FundDrawing Request; l) Schedule 1 to Pledge Agreement has been duly updated; m) The most recent Business Plan, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares has been delivered to the Acquired Fund Shareholders Lender, and n) No commitment from another lender in exchange for their Acquired Fund Shares and respect of Financial Indebtedness under a facility with the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, principal amount in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of ten million (i10,000,000) its interest income excludable from gross income USD has been cancelled or suspended as a result of an event of default (howsoever described) under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closingfacility.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders Fund Shareholders in accordance with the provisions of the Safeco Cullen Trust's Declaration of Trust Instrument and By-LawsLaws and the Investment Company Act and the rules and regulations thereunder, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated hereinherein or that would materially and adversely affect the financial condition or business of the other party; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtainedobtained and be in full force and effect, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Each of the Acquiring TrustFund's Registration Statement on Form N-14 and the Registration Statement on Form N-1A (and reflecting the Acquiring Fund as the accounting successor of the Acquired Fund) shall have become effective under the Securities Act and no stop orders suspending the effectiveness of either of such Registration Statement Statements shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering Cutler, satisfa▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust Acquired Fund and the Acquiring Trust Fund and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their shares of beneficial interest of the Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any of the conditions set forth below does are not exist on or before satisfied as of the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders Fund Shareholders in accordance with the provisions of the Safeco TrustLight Inc.'s Trust Instrument Articles of Incorporation and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Each of the Acquiring Trust's Registration Statement on Form N-14 and the post-effective amendment to the Acquiring Trust's Registration Statement on Form N-1A adding the Acquiring Fund as a series of the Acquiring Trust (and reflecting the Acquiring Fund as the accounting successor of the Acquired Fund) shall have become effective under the Securities Act and no stop orders suspending the effectiveness of either of such Registration Statement Statements shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ ▇▇▇▇▇▇▇▇tory ▇ ▇▇▇▇ and ▇he Safeco Trust ▇▇▇ LLP, satisfactory to the Acquired Fund and the Acquiring Trust and subject to customary assumptions and qualificationsTrust, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their shares of beneficial interest of the Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The . Notwithstanding anything herein to the contrary, neither of the Acquiring Trust and the Acquired Fund shall have distributed to its shareholders, may waive the conditions set forth in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closingthis Paragraph 8.5.

Further conditions precedent. If any The obligations of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required Funds to consummate the transactions contemplated by under this AgreementAgreement are subject to the fulfillment or waiver of the following conditions: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding common shares of the Target Fund in accordance with applicable law and the provisions of the Safeco Trust's Target Fund’s Declaration of Trust Instrument and or By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto the parties may not waive the conditions condition set forth in this Paragraph Section 8.1;. 8.2 On As of the Closing DateClosing, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein;. 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby shall herein will have been obtainedobtained or made. All notices to, except where failure or consents or waivers from, other persons, or other actions necessary to obtain any such consent, order permit consummation of the transactions contemplated herein will have been obtained or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;made. 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code;. 8.6 8.5 The Acquired Target Fund shall have distributed declared, prior to the Valuation Time, a dividend or dividends with respect to its shareholderscommon shares that, in a distribution or distributions qualifying for the deduction for together with all other dividends paid under Section 561 by the Target Fund with respect to all taxable periods ending on or before the Closing Date, shall have the effect of distributing to its shareholders at least all of the Code, all of its Target Fund’s investment company taxable income for all taxable periods ending on or before the Closing Date (as defined in Section 852(b)(2) of the Code determined computed without regard to Section 852(b)(2)(D) of the Code) any deduction for its taxable year ending on the Closing Datedividends paid), all of if any, plus the excess of (i) its interest income excludable excludible from gross income under Section 103(a) of the Code Code, if any, over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its all taxable year periods ending on or before the Closing Date, Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any available capital loss carryforward and excluding any net capital gain (as such term is used in Sections on which the Target Fund paid tax under Section 852(b)(3)(A) and (C) of the Code). Prior to Closing, after reduction the Target Fund shall establish an escrow account and set aside assets in the amount of such dividend or dividends in such escrow account to be held solely for the benefit of Target Fund Common Shareholders as of the record date for such dividend or dividends. The Target Fund shall not have any rights with respect to, or interest in, the assets held in the escrow account. 8.6 The Target Fund shall have received (i) an opinion from ▇▇▇▇▇▇ Price P.C., special counsel to the Acquiring Fund, and (ii) an opinion from ▇▇▇▇▇▇ & Whitney LLP, with respect to matters governed by any available capital loss carryforwardthe laws of the State of Minnesota, for its taxable year ending on each dated as of the Closing Date; , substantially to the effect that: (a) The Acquiring Fund has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Minnesota and, to such counsel’s knowledge, has the corporate power to own its properties and assets and carry on its business as presently conducted, in each case as described in the definitive Joint Proxy Statement/Prospectus as filed with the Commission pursuant to Rule 497 under the 1933 Act. (b) The Acquiring Fund is registered as a closed-end management investment company under the 1940 Act, and, to such counsel’s knowledge, such registration under the 1940 Act is in full force and effect. (c) Assuming that the Acquiring Fund Common Shares will be issued in accordance with the terms of this Agreement, the Acquiring Fund Common Shares to be issued and delivered to the Target Fund on behalf of the Target Fund Common Shareholders as provided by this Agreement are duly authorized and, upon such delivery, will be validly issued and fully paid and non-assessable by the Acquiring Fund. (d) The Registration Statement is effective and, to such counsel’s knowledge, no stop order under the 1933 Act pertaining thereto has been issued. (e) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Minnesota is required for consummation by the Acquiring Fund of the transactions contemplated herein, except as have been obtained. (f) The execution and delivery of this Agreement by the Acquiring Fund did not, and the consummation by the Acquiring Fund of the transactions contemplated herein will not, violate the Acquiring Fund’s Articles of Incorporation or By-Laws. provided however, that if the Domicile Change has been consummated, insofar as the opinions above then relate to or are dependent on matters governed by the laws of the Commonwealth of Massachusetts, in lieu of an opinion ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Target Fund shall have received an opinion from ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP with respect to matters governed by the laws of the Commonwealth of Massachusetts, provided further, that such opinions shall be modified, as shall be deemed appropriate by ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, to account for the Acquiring Fund’s status as a Massachusetts business trust. Insofar as the opinions expressed above relate to or are dependent upon matters that are governed by the laws of the State of Minnesota, ▇▇▇▇▇▇ Price P.C. may rely on the opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. To the extent the opinions expressed above may be modified by the Domicile Change, and insofar as they relate to or are dependent on matters governed by the laws of the Commonwealth of Massachusetts, ▇▇▇▇▇▇ Price P.C. may rely on the opinions of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. 8.7 The Acquiring Fund shall have made received (i) an opinion from ▇▇▇▇▇▇ Price P.C., special counsel to the Target Fund, and (ii) an opinion from ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, with respect to matters governed by the laws of the Commonwealth of Massachusetts, each dated as of the Closing Date, substantially to the effect that: (a) The Target Fund has been formed as a distribution voluntary association with transferable shares of capital gains beneficial interest commonly referred to as a “Massachusetts business trust,” and is existing under the laws of the Commonwealth of Massachusetts and, to such counsel’s knowledge, has the power as a business trust under its Declaration of Trust and Massachusetts law applicable to business trusts to conduct its business as described in the definitive Joint Proxy Statement/Prospectus as filed with the Commission pursuant to Rule 497 under the 1933 Act. (b) The Target Fund is registered as a closed-end management investment company under the 1940 Act, and, to such counsel’s knowledge, such registration under the 1940 Act is in full force and effect. (c) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for consummation by the Target Fund of the transactions contemplated herein, except as have been obtained, and except as may be required under any Massachusetts securities law, statute, rule or regulation, about which such counsel expresses no opinion. (d) To the knowledge of such counsel, the Target Fund has the power under its Declaration of Trust to transfer its assets as contemplated by this Agreement. (e) The execution and delivery of this Agreement by the Target Fund did not, and the consummation by the Target Fund of the transactions contemplated herein will not, violate the Target Fund’s Declaration of Trust or By-Laws (assuming the requisite approval of the Target Fund’s shareholders in November 2004 has been obtained in accordance with its normal practices andthe requirements of the Target Fund’s Declaration of Trust and By-Laws). Insofar as the opinions expressed above relate to or are dependent upon matters that are governed by the laws of the Commonwealth of Massachusetts, unless ▇▇▇▇▇▇ Price P.C. may rely on the opinions of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. 8.8 The Funds shall have received an opinion of ▇▇▇▇▇▇ Price P.C., dated as of the Closing Date and addressed to the Acquiring Fund distributes and the Target Fund, substantially to the effect that for federal income monthly, tax purposes: (a) The transfer by the dividend distribution that Target Fund of substantially all its assets to the Acquiring Fund normally would make solely in December exchange for Acquiring Fund Common Shares and the assumption by the Acquiring Fund of 2004 shall have been made substantially all the liabilities of the Target Fund, immediately followed by the pro rata distribution of all the Acquiring Fund Common Shares so received by the Target Fund to shareholders the Target Fund Common Shareholders of record prior in complete liquidation of the Target Fund and the dissolution of the Target Fund under applicable state law promptly thereafter, will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and the Target Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the ClosingReorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of substantially all the Target Fund’s assets solely in exchange for Acquiring Fund Common Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund. (c) No gain or loss will be recognized by the Target Fund upon the transfer of substantially all its assets to the Acquiring Fund solely in exchange for Acquiring Fund Common Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund or upon the distribution (whether actual or constructive) of such Acquiring Fund Common Shares to the Target Fund Common Shareholders solely in exchange for such shareholders’ shares of the Target Fund in complete liquidation of the Target Fund. (d) No gain or loss will be recognized by the Target Fund Common Shareholders upon the exchange, pursuant to the Reorganization, of all their shares of the Target Fund solely for Acquiring Fund Common Shares, except to the extent the Target Fund Common Shareholders receive cash in lieu of a fractional Acquiring Fund Common Share. (e) The aggregate basis of the Acquiring Fund Common Shares received by each Target Fund Common Shareholder pursuant to the Reorganization (including any fractional Acquiring Fund Common Share to which a Target Fund Common Shareholder would be entitled) will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. (f) The holding period of the Acquiring Fund Common Shares received by each Target Fund Common Shareholder in the Reorganization (including any fractional Acquiring Fund Common Share to which a Target Fund Common Shareholder would be entitled) will include the period during which the shares of the Target Fund exchanged therefor were held by such shareholder, provided the Target Fund shares are held as capital assets at the effective time of the Reorganization. (g) The basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the effective time of the Reorganization. (h) The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which those assets were held by the Target Fund. No opinion will be expressed as to (1) the effect of the Reorganization on the Target Fund, the Acquiring Fund or any Target Fund Common Shareholder with respect to any asset (including, without limitation, any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any gain or loss is required to be recognized under federal income tax principles (a) at the end of a taxable year (or on the termination thereof) or (b) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion will be based on customary assumptions and such representations as ▇▇▇▇▇▇ Price P.C. may reasonably request of the Funds, and each Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither Fund may waive the conditions set forth in this Section 8.8.

Further conditions precedent. If any Purchaser's obligation to close the transaction provided for in this Agreement shall also be subject to the following conditions precedent: A. AS-IS Purchase. Purchaser has independently inspected the Property and Leases affecting the Property and accepts same in their current "AS-IS" condition. Purchaser further acknowledges that Purchaser's acceptance of the conditions set forth below does not exist on Property and Leases "AS-IS" is a material inducement for Seller entering into this Contract and the basis, in part, for the purchase price hereunder. Purchaser shall have the right, within ten (10) days of the execution of this Agreement, to have an inspection of the subject Property by a building contractor, architect or before engineer, for the Closing Date with respect purpose of determining the condition of the Unit as well as the right to either party heretoreview the executed leases and the books and records of the Seller for the last two years, solely relating to the Property (hereinafter "Inspection Period"). In the event the results of the inspections described herein are unsatisfactory to Purchaser, in Purchaser's sole and absolute discretion, Purchaser may give written notice of termination thereof to Seller within five (5) days of the expiration of the Inspection Period, in which event this Agreement shall be terminated, the other party deposit, with all accrued interest, shall be refunded to Purchaser and both parties shall be relieved of all further obligations hereunder. B. There shall be no contracts for labor or services to the Property except that such contracts as may be canceled by the Property owner at will. Seller shall exhibit to Purchaser true copies of all such existing contracts within FIVE (5) days after execution of this Agreement. If requested by Purchaser, Seller shall give timely notice so that any such contract will be canceled as of closing. C. To the best of Seller's knowledge, Seller is in compliance with the Hillsborough County Comprehensive Plan concerning concurrency and density in conformance with the contemplated use by Purchaser. D. All of the representations and warranties by Seller contained in this Agreement shall, at its option, not shall be required to consummate true as of the transactions contemplated by this Agreement: 8.1 This Agreement date hereof and as of the date of closing and the transactions contemplated herein conditions precedent to closing shall have been approved met as a condition of Purchaser's obligation to close. In the event that any of said conditions are not fulfilled as of the date of closing or any of Seller's warranties or representations herein are inaccurate or incomplete, then upon request of Purchaser the date for closing shall be extended for SIXTY (60) days or until TEN (10) days after the condition, warranty, or representation has been met, whichever is sooner. In the event that any of said conditions, warranties, or representations are not fulfilled by the requisite vote end of said extension, then at Purchaser's option this Agreement may be terminated, the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Lawsdeposit shall be returned to Purchaser, and certified copies Purchaser shall be relieved of the resolutions evidencing such approval by the Acquired Fund's shareholders all further obligations hereunder; provided, however, that Purchaser shall have been delivered by the Acquired Fund right, but not the obligation, to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth any contingency provided in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the ClosingAgreement.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Acquired Trust's Trust Instrument Declaration and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring TrustFund's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ ▇▇▇▇▇▇▇▇tory ▇ ▇▇▇▇ and ▇he Safeco ▇▇▇ LLP, satisfactory to the Acquired Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code;. 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired FundPortfolio's shareholders in accordance with the provisions of the Safeco TrustSBL Fund's Trust Instrument Articles of Incorporation and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired FundPortfolio's shareholders shall have been delivered by the Acquired Fund Portfolio to the Acquiring FundPortfolio. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency or governmental body in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇Dechert LLP, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust as counsel to the Acquiring Trust, reasonably satisfactory to the SBL Fund and the Acquiring Trust and subject to customary representation assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund Portfolio of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Portfolio Shares to the Acquired Fund Portfolio and the assumption of the Assumed Liabilities by the Acquiring FundPortfolio, followed by the distribution by the Acquired FundPortfolio, in liquidation of the Acquired FundPortfolio, of Acquiring Fund Portfolio Shares to the Acquired Fund Portfolio Shareholders in exchange for their Acquired Fund Portfolio Shares and the termination of the Acquired FundPortfolio, will constitute a "reorganization" within the meaning of Section 368(a) of the Code;; and 8.6 The Acquired Fund Portfolio shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any The Lender will only be obliged to comply with Clause 5.4 (Availability of Loans) if on the date of the conditions set forth below does not exist Utilisation Request and on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementproposed Utilisation Date: 8.1 This Agreement and (a) in the transactions contemplated herein shall have been approved case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; (b) the Repeating Representations to be made by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, Borrower are true in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under (c) the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;Lender is satisfied that: 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of it has received a Depositary Confirmation relating to those Target Shares, duly executed by the Code over Depositary; (ii) its deductions disallowed under Sections 265 and 171(a)(2) of immediately following the Code for its taxable year ending on the Closing applicable Security Perfection Date, and all the Borrower will be able to comply with Clause 18.3 (Security covenant); and (iii) in the case of its net capital gain a Loan which is not a Rollover Loan, the Utilisation Date falls no later than: (as such term is used in Sections 852(b)(3)(AA) and (Cwhere the Compulsory Acquisition Procedures are not implemented by the Borrower) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Offer Closing Date; and 8.7 The Acquiring Fund shall (B) (where the Compulsory Acquisition Procedures are implemented by the Borrower) the last day of the Acquisition Period; and (d) in the case of the first Loan: (i) the Utilisation Date falls on or before 30 September 2006; and (ii) on the date of the Utilisation Request: (A) the Lender is satisfied that the Borrower has sufficient funds of its own and will, on the Utilisation Date, use such funds to purchase and become the owner of Target Shares for an aggregate consideration of not less than US$40,000,000; and (B) the Lender receives a certificate, signed by one director or an authorised officer of the Borrower, certifying that: (1) holders of no fewer than the minimum number of the Target Shares specified in the Offer have made a distribution of capital gains tendered such Target Shares pursuant to its shareholders in November 2004 the Offer and have not withdrawn such Target Shares, and that the Borrower has accepted such Target Shares for purchase, and on the Utilisation Date the Borrower will pay the aggregate purchase price for such Target Shares to the Depositary, strictly in accordance with its normal practices the terms of the Offer and Acquisition Documents, and in compliance with all applicable laws; and (2) no action, unless suit, investigation, litigation or proceeding exists or is pending or threatened before any court, governmental agency or arbitrator that affects, could affect or purport to affect the Acquiring Fund distributes income monthlylegality, validity or enforceability of the dividend distribution that Offer or the Acquiring Fund normally would make in December consummation of 2004 shall have been made to shareholders of record prior to the Closingtransactions contemplated by the Offer or the Transaction Documents.

Further conditions precedent. If any The obligations of each Fund shall also be subject to the fulfillment of the following conditions (or waiver by the affected parties, except for Section 8.1 and Section 8.7 of this Reorganization Agreement): 8.1 This Reorganization Agreement and the transactions contemplated herein, with respect to each Acquired Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with applicable law and the provisions of the Selling Trust Governing Documents. Notwithstanding anything herein to the contrary, neither Fund may waive the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to in this Agreement shall, at its option, not be required to consummate the transactions contemplated by Section 8.1 of this Reorganization Agreement:. 8.1 8.2 This Reorganization Agreement and the transactions contemplated herein shall have been approved by the requisite vote Board of Trustees of the Acquired Fund's shareholders Acquiring Trust and the Board of Trustees of the Selling Trust, each in accordance with Rule 17a-8 under the provisions of the Safeco Trust's Trust Instrument and By-Laws1940 Act, and certified copies each Fund shall have delivered to the other a copy of the resolutions evidencing such approval approving this Reorganization Agreement adopted by the Acquired its Board, certified by its Secretary or equivalent officer. 8.3 The Acquiring Trust, on behalf of and with respect to each Acquiring Fund's shareholders , shall have been delivered by the Acquired Fund to entered into or adopted any and all agreements necessary for the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1;’s operation as a series of an open-end investment company. 8.2 8.4 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Reorganization Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, prohibit or obtain damages or other relief in connection with, with this Reorganization Agreement or the transactions contemplated herein;. 8.3 8.5 All required consents of other parties and all other consents, orders orders, and permits of U.S. federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such U.S. federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;. 8.4 8.6 The Acquiring Trust's Registration Statement on Form N-14 Post-Effective Amendment shall have become effective, and any additional post-effective under amendments to any such registration statement as are determined by the Securities Act Trustees of the Acquiring Trust to be necessary and appropriate shall have been filed with the Commission and shall have become effective; and no stop orders order suspending the effectiveness of such Registration Statement registration statement shall have been issued and, to issued. To the best knowledge of the parties heretoto this Reorganization Agreement, no investigation or proceeding for that purpose these purposes shall have been instituted or be pending, threatened or contemplated under the Securities 1933 Act;. 8.5 8.7 The parties Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, T▇▇▇▇▇▇▇ H▇▇tory ▇▇ ▇he Safeco Trust and LLP, addressed to the Acquiring Trust Trust, the Selling Trust, and subject to customary assumptions and qualificationstheir Boards of Trustees, respectively, substantially to the effect that with respect to each Reorganization for U.S. federal income tax purposes purposes: (a) The transfer of all of each Acquired Fund’s assets to the acquisition corresponding Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Assets Fund followed by the pro rata distribution, by class, by the Acquired Fund of all the Acquiring Fund Shares to the corresponding Acquired Fund Shareholders in complete liquidation of the Acquired Fund will constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) Under Section 1032(a) of the Code, no gain or loss will be recognized by an Acquiring Fund upon the receipt of all the assets of the corresponding Acquired Fund solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund of all the liabilities of the corresponding Acquired Fund. (c) Under Sections 361 and 357(a) of the Code, followed no gain or loss will be recognized by an Acquired Fund upon the distribution by transfer of all the Acquired Fund, ’s assets to the corresponding Acquiring Fund solely in liquidation exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the corresponding Acquired Fund, Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to the Acquired Fund Shareholders solely in exchange for their such shareholders’ shares of the Acquired Fund Shares and the termination in complete liquidation of the Acquired Fund. (d) Under Section 354(a)(1) of the Code, no gain or loss will constitute be recognized by the shareholders of an Acquired Fund upon the exchange of their Acquired Fund shares solely for Acquiring Fund Shares in complete liquidation of the Acquired Fund pursuant to a "reorganization" within Reorganization. (e) Under Section 358(a)(1) of the meaning Code, the aggregate adjusted basis of the Acquiring Fund Shares received by each Acquired Fund Shareholder pursuant to a Reorganization will be the same as the aggregate adjusted basis of the Acquired Fund shares exchanged therefor by such shareholder. (f) Under Section 1223(1) of the Code, the holding period of the Acquiring Fund Shares received by each Acquired Fund Shareholder will include the period during which the Acquired Fund shares exchanged therefor were held by such shareholder, provided such Acquired Fund shares are held as capital assets at the time of the Reorganization. (g) Under Section 362(b) of the Code, the adjusted basis of each of the assets of an Acquired Fund that is transferred to the corresponding Acquiring Fund will be the same as the adjusted basis of such assets to the Acquired Fund immediately before the Reorganization. (h) Under Section 1223(2) of the Code, the holding period of the assets of the Acquired Fund in the hands of the corresponding Acquiring Fund will include the period during which those assets were held by the Acquired Fund (except where the Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period). (i) The Acquiring Fund will succeed to and take into account the items of the corresponding Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder. In particular, under Treasury Regulations § 1.381(b)-1(a)(2), the Acquiring Fund will be treated for purposes of section 381 of the Code just as the corresponding Acquired Fund would have been treated if there had been no Reorganization, the tax attributes of the Acquired Fund enumerated in Section 381(c) of the Code shall be taken into account by the Acquiring Fund as if there had been no Reorganization, and the taxable year of the Acquired Fund will not end on the date of the Reorganization merely because of the closing of the Reorganization. No opinion will be expressed as to (1) the effect of the Reorganization on the applicable Acquired Fund or the corresponding Acquiring Fund with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code; (2) the effect of the Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles upon the transfer of such asset regardless of whether such transfer would otherwise be a non-recognition transaction; (3) whether either an Acquired Fund or Acquiring Fund qualifies or will qualify as a regulated investment company; (4) the federal income tax consequences of the payment of Reorganization Expenses by the Adviser, except in relation to the qualification of the Reorganization as a reorganization under Section 368(a) of the Code; 8.6 The ; (5) whether any federal income tax will be imposed or required to be withheld under the Foreign Investment in Real Property Tax Act of 1980 with respect to any Acquired Fund shall have distributed Shareholder that is a foreign person; (6) the effect of the Reorganization on the applicable Acquired Fund with respect to its shareholders, in any transferred asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes under a distribution or distributions qualifying for the deduction for dividends paid mark-to-market system of accounting (including under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) 1256 of the Code); (7) the effect of the Reorganization on any shareholder of the applicable Acquired Fund that is required to recognize unrealized gains or losses for federal income tax purposes under a mark-to-market system of accounting; (8) whether accrued market discount, after reduction if any, on any market discount bonds held by an Acquired Fund will be required to be recognized as ordinary income under Section 1276 of the Code as a result of the Reorganization; or (9) any available capital loss carryforwardother U.S. federal tax issues (except those set forth above) and all state, for its taxable year ending local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as tax counsel may reasonably request of the Closing Date; and 8.7 The Funds, and each Acquired Fund and the corresponding Acquiring Fund shall have made a distribution will cooperate to make and certify the accuracy of capital gains such representations. Notwithstanding anything herein to its shareholders in November 2004 in accordance with its normal practices andthe contrary, unless neither the Acquiring Fund distributes income monthly, Funds nor the dividend distribution that Acquired Funds may waive the Acquiring Fund normally would make conditions set forth in December this Section 8.7 of 2004 shall have been made to shareholders of record prior to the Closingthis Reorganization Agreement.

Further conditions precedent. If any The obligations of each Fund shall also be subject to the fulfillment of the following conditions (or waiver by the affected parties, except for Section 8.1 and Section 8.7 of this Reorganization Agreement): 8.1 This Reorganization Agreement and the transactions contemplated herein, with respect to the Selling Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Selling Fund in accordance with applicable law and the provisions of the Selling Trust Governing Documents. Notwithstanding anything herein to the contrary, neither Fund may waive the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to in this Agreement shall, at its option, not be required to consummate the transactions contemplated by Section 8.1 of this Reorganization Agreement:. 8.1 8.2 This Reorganization Agreement and the transactions contemplated herein shall have been approved by the requisite vote Board of Trustees of the Acquired Fund's shareholders Acquiring Trust and the Board of Trustees of the Selling Trust, each in accordance with Rule 17a-8 under the provisions of the Safeco Trust's Trust Instrument and By-Laws1940 Act, and certified copies each Fund shall have delivered to the other a copy of the resolutions evidencing such approval approving this Reorganization Agreement adopted by the Acquired Fund's shareholders shall have been delivered its Board, certified by the Acquired Fund its Secretary or equivalent officer. 8.3 The Acquiring Trust, on behalf of and with respect to the Acquiring Fund. Notwithstanding anything herein to , shall have entered into or adopted any and all agreements necessary for the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1;Acquiring Fund’s operation as a series of an open-end investment company. 8.2 8.4 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Reorganization Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, prohibit or obtain damages or other relief in connection with, with this Reorganization Agreement or the transactions contemplated herein;. 8.3 8.5 All required consents of other parties and all other consents, orders orders, and permits of U.S. federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such U.S. federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained. 8.6 The post-effective amendment to the Acquiring Trust’s registration statement on Form N-1A relating to the Acquiring Fund Shares under the 1933 Act and the 1940 Act, except where failure as applicable (“Post-Effective Amendment”), shall have become effective, and any additional post-effective amendments to obtain any such consent, registration statement as are determined by the Trustees of the Acquiring Trust to be necessary and appropriate shall have been filed with the Commission and shall have become effective; and no stop order or permit would not involve a risk suspending the effectiveness of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 registration statement shall have been issued. The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Reorganization Agreement, no investigation or proceeding for that purpose these purposes shall have been instituted or be pending, threatened or contemplated under the Securities Act;▇▇▇▇ ▇▇▇. 8.5 8.7 The parties Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ & ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and LLP, addressed to the Acquiring Trust Trust, the Selling Trust, and subject to customary assumptions and qualificationstheir Boards of Trustees, respectively, substantially to the effect that with respect to the Reorganization for U.S. federal income tax purposes purposes: (a) The transfer of all the acquisition Selling Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets liabilities of the Selling Fund followed by the pro rata distribution, by class, by the Selling Fund of all the Acquiring Fund Shares to the Selling Fund Shareholders in complete liquidation of the Selling Fund will constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and the Acquiring Fund and the Selling Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Selling Fund solely in exchange for the issuance Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund. (c) No gain or loss will be recognized by the Selling Fund upon the transfer of all the Selling Fund’s assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to the Acquired Selling Fund and the assumption Shareholders solely in exchange for such shareholders’ shares of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, Selling Fund in complete liquidation of the Acquired Selling Fund, . (d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Selling Fund’s assets transferred to the Acquired Acquiring Fund Shareholders in exchange for their Acquired will be the same as the basis of such assets to the Selling Fund Shares and immediately before the termination Reorganization. The holding period of the Acquired assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund, . (g) The consummation of the Reorganization will not terminate the taxable year of the Selling Fund. The part of the taxable year of the Selling Fund before the Reorganization and part of the taxable year of the Acquiring Fund after the Reorganization will constitute a "reorganization" within single taxable year of the meaning Acquiring Fund. No opinion will be expressed as to (1) the effect of the Reorganization on the Selling Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company as defined in Section 368(a1297(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for (2) the deduction for dividends paid under Section 561 effect of the CodeReorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles upon the transfer of such asset regardless of whether such transfer would otherwise be a non-recognition transaction, or (3) any other U.S. federal tax issues (except those set forth above) and all state, local or foreign tax issues of its investment company taxable income (any kind. Such opinion shall be based on customary assumptions and such representations as defined in Section 852(b)(2) tax counsel may reasonably request of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing DateFunds, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) the Selling Fund and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlywill cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the dividend distribution that neither the Acquiring Fund normally would make nor the Selling Fund may waive the conditions set forth in December this Section 8.7 of 2004 shall have been made to shareholders of record prior to the Closingthis Reorganization Agreement.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 8.2 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 8.3 The Acquiring Trust's Registration Statement registration statement on Form N-14 filed in connection with this Agreement shall have become effective under the Securities Act and no stop orders order suspending the effectiveness of such Registration Statement the registration statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 8.4 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇ Ronon ▇tory ▇▇▇▇▇▇ & ▇he Safeco Trust and ▇▇▇▇, LLP, satisfactory to the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that that, based upon certain facts, assumptions and representations, and upon certifications contained in the Acquiring Fund Tax Representation Certificate and the Target Fund Tax Representation Certificate, for federal income tax purposes (i) the acquisition by the Acquiring Fund of substantially all of the Acquired Assets solely assets of the Target Fund, as provided for in this Agreement, in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund shares and cash in lieu of fractional shares, if any, and the assumption of the Assumed Liabilities by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Acquired FundTarget Fund to its shareholders of the Acquiring Fund shares and cash in lieu of fractional shares, if any, in complete liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Target Fund, will constitute qualify as a "reorganization" reorganization within the meaning of Section 368(a368(a)(1) of the Code;, and the Target Fund and the Acquiring Fund each will be a “party to the reorganization” within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by the Target Fund upon the transfer of substantially all of its assets to, and assumption of its liabilities by, the Acquiring Fund in exchange solely for Acquiring Fund shares pursuant to Section 361(a) and Section 357(a) of the Code; (iii) no gain or loss will be recognized by the Acquiring Fund upon the receipt by it of substantially all of the assets of the Target Fund in exchange solely for the assumption of the liabilities of the Target Fund and issuance of the Acquiring Fund shares pursuant to Section 1032(a) of the Code; (iv) no gain or loss will be recognized by the Target Fund upon the distribution of the Acquiring Fund shares by the Target Fund to its shareholders in complete liquidation (in pursuance of this Agreement) pursuant to Section 361(c)(1) of the Code; (v) the tax basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Target Fund immediately prior to the transfer pursuant to Section 362(b) of the Code; (vi) the holding periods of the assets of the Target Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Target Fund pursuant to Section 1223(2) of the Code; (vii) no gain or loss will be recognized by the shareholders of the Target Fund upon the exchange of all of their Target Fund shares, except with respect to cash in lieu of fractional shares, if any, for the Acquiring Fund shares pursuant to Section 354(a) of the Code; (viii) the aggregate tax basis of the Acquiring Fund shares to be received by each shareholder of the Target Fund will be the same as the aggregate tax basis of Target Fund shares exchanged therefor pursuant to Section 358(a)(1) of the Code; (ix) the holding period of Acquiring Fund shares received by a shareholder of the Target Fund will include the holding period of the Target Fund shares exchanged therefor, provided that the shareholder held Target Fund shares as a capital asset on the date of the exchange pursuant to Section 1223(1) of the Code; (x) for purposes of Section 381 of the Code, the Acquiring Fund will succeed to and take into account, as of the date of the transfer as defined in Section 1.381(b)-1(b) of the Treasury Regulations, the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder. Notwithstanding anything in this Agreement to the contrary, neither the Target Fund nor the Acquiring Fund may waive the condition set forth in this Paragraph 8.4; and 8.6 8.5 The Acquired Fund Trust, on behalf of the Target Fund, shall have distributed to its shareholdersthe Target Fund Shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its the Target Fund’s investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 8.1. This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders Board of Trustees of the Trust in accordance with the provisions of the Safeco Trust's ’s Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders Board of Trustees shall have been delivered by the Acquired Target Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 8.2. On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 8.3. All consents of other parties and all other consents, orders and permits of federal, state state, and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 8.4. The Acquiring Trust's Fund’s Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 8.5. The parties shall have received an opinion of Wilmer Cutler Pickering Ropes & ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇LLP, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust satisfactory to each of the Target Fund and the Acquiring Trust Fund and subject to certain factual representations made by officers of the Target Fund and the Acquiring Fund and customary assumptions and qualifications, substantially to the effect that that, although not free from doubt, for federal income tax purposes (i) the acquisition by the Acquiring Fund of the Acquired Target Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Target Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Target Fund, in liquidation of the Acquired Target Fund, of Acquiring Fund Shares to the Acquired Target Fund Shareholders in exchange for their Acquired Target Fund Shares and the termination of the Acquired Target Fund, will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid (ii) under Section 561 Sections 361 and 357 of the Code, all the Target Fund will not recognize any gain or loss upon the transfer of the Target Assets to the Acquiring Fund pursuant to this Agreement in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities, or upon the distribution of the Acquiring Fund Shares by the Target Fund to its investment company taxable income shareholders in liquidation of the Target Fund, except for (A) any gain or loss recognized on (1) “section 1256 contracts” as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D1256(b) of the Code, or (2) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under stock in a “passive foreign investment company” as defined in Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C1297(a) of the Code), after reduction by and (B) any available capital other gain or loss carryforwardthat may be required to be recognized (1) as a result of the closing of the tax year of the Target Fund, (2) upon the termination of a position, or (3) upon the transfer of an asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code; (iii) under Section 354 of the Code, Target Fund Shareholders will not recognize any gain or loss upon the exchange of their Target Fund Shares for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlyShares; (iv) under Section 358 of the Code, the dividend distribution that aggregate basis in the Acquiring Fund normally would make Shares that the Target Fund Shareholders receive in December exchange for their Target Fund Shares will be the same as the aggregate basis of 2004 shall have been made the Target Fund Shares exchanged therefor; (v) under Section 1223(1) of the Code, a Target Fund Shareholder’s holding period for Acquiring Fund Shares received pursuant to shareholders the Agreement will include the shareholder’s holding period for the Target Fund Shares exchanged therefor, provided that the shareholder held the Target Fund Shares as capital assets on the date of record the exchange; (vi) under Section 1032 of the Code, the Acquiring Fund will not recognize any gain or loss upon the receipt of the Target Assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities; (vii) under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the Target Assets will be the same as the Target Fund’s tax basis immediately prior to the Closingtransfer, increased by any gain or decreased by any loss required to be recognized as described in (ii) above; (viii) under Section 1223(2) of the Code, the holding period of each Target Asset in the hands of the Acquiring Fund, other than certain Target Assets with respect to which gain or loss is required to be recognized as described in (ii) above, will include the period during which such Target Asset was held or treated for U.S. federal income tax purposes as held by the Target Fund; and (ix) the Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. Such opinion is not a guarantee that the tax consequences of the Reorganization will be as described above. Neither party may waive the condition set forth in Paragraph 8.5.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco TrustAcquired Fund's Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring TrustFund's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering Pickerin▇ ▇▇▇▇ ▇▇▇ ▇▇▇r r▇ ▇▇▇, ▇▇▇▇▇▇▇▇tory ctory ▇▇ ▇he Safeco Trust the Acquired Fund and the Acquiring Trust Fund and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code;; and 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any Subject to Clause ‎4.1 (Initial conditions precedent), the Lender will only be obliged to comply with Clause ‎5.3 in relation to the Loans under the Term Loan Facilities, on the date of the conditions set forth below does not exist Initial Utilisation Requests and on or before the Refinance Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementif: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 (a) On the Refinance Closing Date, all the representations and warranties in Clause ‎18 (Representations and Warranties) are true and correct. (b) On the Refinance Closing Date, no action, suit Default is continuing or other proceeding would result from the proposed Utilisation. (c) There shall be pending before any court no impediment, restriction, limitation or governmental agency in which it is sought prohibition imposed under law or regulation or under the requirements of the Bank of Israel, as such are interpreted and implemented by the Lender’s internal procedures, as to restrain or prohibit, or obtain damages or other relief in connection with, the proposed Utilisation under this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those repayment thereof or as to the Securities to be created under the Security Documents or as to application of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, proceeds of the transactions contemplated hereby realisation of any rights thereunder. Without derogating from the foregoing, the proposed Utilisation shall have been obtainednot result in the Lender exceeding the limits under Bank of Israel guidelines with respect to single borrowers (“Loveh Boded”), except where failure to obtain any such consentgroups of borrowers (“Kvutzat Lovim”), order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering connected persons (“A▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and ”) or any other limit or limitations imposed thereunder. Without derogating from the Acquiring Trust and subject to customary assumptions and qualificationsforegoing, substantially the Lender confirms that if the Facilities would have been Utilised in their entirety on the date hereof, no such impediment, restriction, limitation or prohibition would have existed. However, such confirmation does not provide any indication as to the effect existence of any such impediment, restriction, limitation or prohibition on any Utilisation Date. (d) There shall not occur, in the Lender’s reasonable judgment, any Material Adverse Effect or there shall be no ground entitling the Lender under any Finance Document or other documents signed or that for federal income tax purposes the acquisition by the Acquiring Fund will be signed in favor of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption Lender by any of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for Borrowers or their Acquired Fund Shares Subsidiaries (and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(Dany grace or remedy period, if agreed upon) to declare any and all outstanding sums that are due or that will be due from any of the Code) for its taxable year ending on Borrowers or from the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior Group to the ClosingLender under any such Finance Document or other documents, to be immediately due and payable (even if the Lender will not realize its right to do so). (e) All payments required to be made at such time to the Lender under the Finance Documents were made.

Further conditions precedent. If any The Lender will only be obliged to comply with Clause 5.4 (Availability of Loans) if on the date of the conditions set forth below does not exist Utilisation Request and on the proposed Utilisation Date: (a) no Default has occurred and is continuing or would result from the proposed Loan; (b) the Repeating Representations to be made by each Obligor are true in all material respects; (c) no event or circumstance has occurred or arisen and is continuing that, in the reasonable opinion of the Lender has had or could reasonably be expected to have a Material Adverse Effect; (d) the Borrower has provided evidence satisfactory to the Lender that the proceeds of such Utilisation will be used by the Borrower for the purposes stated in Clause 3.1 and in accordance with the Expenditure Schedule; (e) the Borrower has provided evidence in form and substance satisfactory to the Lender demonstrating that on a cumulative basis, it and the Guarantor have sufficient committed funds (taking into account forecast available cash flows calculated using prudent assumptions, cash in bank accounts, unutilised committed debt and committed equity as evidenced by one or more undertakings, in satisfactory form to the Lender, to subscribe for further equity in the Guarantor) to meet (a) the Guarantor’s corporate costs and the Borrower’s corporate costs as they fall due during the 90 day period following the proposed Utilisation Date; (b) the Project Costs as they fall due during the 90 day period following the proposed Utilisation Date and are customary for payment consistent with past practice and (c) Finance Costs as they fall due during the 90 day period following the proposed Utilisation Date; and (f) if (i) the date of the proposed Utilisation Request is on or after 1 March 2012 or (ii) the aggregate of the amount (A) outstanding under all Loans made, (B) any Loans that are due to be made on or before the Closing proposed Utilisation Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) any Loans requested in the relevant Utilisation Request exceeds US$20 million, the Borrower has provided to the Lender satisfactory evidence of approval by the Ministry of Commerce, the Government of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on PRC of the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution extension of capital gains to its shareholders the PSC as contemplated in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.Fifth Modification Agreement. SECTION 3

Further conditions precedent. If any The obligations of each Fund shall also be subject to the conditions set forth below does not exist on or before the Closing Date with following: (a) With respect to either party heretothe Acquired Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding Acquired Fund's shareholders Fund Shares in accordance with applicable law and the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund ’s Agreement Declaration of Trust and Bylaws, each as may be amended or restated from time to time; and (b) With respect to the Acquiring Fund, (i) (X) this Agreement and the transactions contemplated herein and (Y) the issuance of the Acquiring Fund Shares as contemplated herein shall have been approved by the requisite vote of the holders of the outstanding Acquiring Fund shares in accordance with applicable law and the provisions of the Acquiring Fund’s Agreement Declaration of Trust and Bylaws, each as may be amended or restated from time to time. Notwithstanding anything herein to the contrary, neither party hereto Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 The Acquiring Fund shall have adopted and maintained any and all agreements necessary for the Acquiring Fund’s operation as a closed-end investment company. 8.3 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 8.4 All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;. 8.4 8.5 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act;▇▇▇▇ ▇▇▇. 8.5 8.6 The parties Acquired Fund shall have declared and paid a dividend or dividends and/or other distribution or distributions that, together with all previous such dividends or distributions, shall have the effect of distributing to the Acquired Fund Shareholders all of the Acquired Fund’s investment company taxable income (computed without regard to any deduction for dividends paid) and all of its net capital gain (after reduction for any capital loss carryforward and computed without regard to any deduction for dividends paid) for all taxable years ending on or before the Closing Date. 8.7 The Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇ & ▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, S.C. substantially to the effect that for U.S. federal income tax purposes purposes: (a) The merger of the acquisition by Acquired Fund with and into the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares pursuant to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, applicable state laws will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code; 8.6 The Code and the Acquiring Fund and the Acquired Fund shall have distributed will each be a “party to its shareholders, in a distribution or distributions qualifying for reorganization,” within the deduction for dividends paid under meaning of Section 561 368(b) of the Code, with respect to such merger. (b) No gain or loss will be recognized by the Acquiring Fund upon the merger of the Acquired Fund with and into the Acquiring Fund pursuant to applicable state laws. (c) No gain or loss will be recognized by the Acquired Fund upon the merger of the Acquired Fund with and into the Acquiring Fund pursuant to applicable state laws. (d) No gain or loss will be recognized by the Acquired Fund Shareholders upon the conversion of all their Acquired Fund shares solely for Acquiring Fund Shares in the merger of its investment company taxable income the Acquired Fund with and into the Acquiring Fund, except with respect to any gain attributable to the receipt of cash by the Acquired Fund Shareholders in lieu of fractional shares. (e) The aggregate basis of the Acquiring Fund Shares received by each Acquired Fund Shareholder pursuant to the Merger will be the same as the aggregate basis of the Acquired Fund Shares converted into such Acquiring Fund Shares, except with respect to any amounts attributable to the receipt of cash by the Acquired Fund Shareholders in lieu of fractional shares. The holding period of Acquiring Fund Shares received by each Acquired Fund Shareholder will include the period during which the Acquired Fund Shares that were converted into such Acquiring Fund Shares were held by such shareholder, provided such Acquired Fund Shares are held as capital assets at the time of the Merger. (f) The basis of the Acquired Fund’s assets received by the Acquiring Fund in the Merger will be the same as the basis of such assets to the Acquired Fund immediately before the Merger. The holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund. No opinion will be expressed as to whether any gain or loss will be recognized, or whether the applicable basis or holding period of an asset will be impacted: (1) on assets in which gain or loss recognition is required by the Code even if the transaction otherwise constitutes a nontaxable transaction, (2) on “Section 1256 contracts” as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D1256(b) of the Code, (3) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under stock in a “passive foreign investment company” as defined in Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C1297(a) of the Code), after reduction by (4) as a result of the closing of the tax year of the Acquired Fund, (5) upon termination of a position, or (6) as a result of the investment activities of the Acquiring Fund. Such opinion shall be based on customary assumptions and such representations as ▇▇▇▇▇▇▇ & ▇▇▇▇, S.C. may reasonably request of the Funds, including with respect to any available capital loss carryforwardrelated transactions, for its taxable year ending on and the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution Funds will cooperate to make and certify the accuracy of capital gains such representations. Notwithstanding anything herein to its shareholders in November 2004 in accordance with its normal practices andthe contrary, unless neither the Acquiring Fund distributes income monthly, nor the dividend distribution that Acquired Fund may waive the Acquiring Fund normally would make conditions set forth in December of 2004 shall have been made to shareholders of record prior to the Closingthis Section 8.7.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 8.1. This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Target Fund's ’s shareholders in accordance with the provisions of the Safeco Trust's ’s Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Target Fund's ’s shareholders shall have been delivered by the Acquired Target Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 8.2. On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 8.3. All consents of other parties and all other consents, orders and permits of federal, state state, and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 8.4. The Acquiring Trust's Fund’s Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 8.5. The parties shall have received an opinion of Wilmer Cutler Pickering Ropes & ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇LLP, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust satisfactory to each of the Target Fund and the Acquiring Trust Fund and subject to certain factual representations made by officers of the Target Fund and the Acquiring Fund and customary assumptions and qualifications, substantially to the effect that that, although not free from doubt, for federal income tax purposes (i) the acquisition by the Acquiring Fund of the Acquired Target Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Target Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Target Fund, in liquidation of the Acquired Target Fund, of Acquiring Fund Shares to the Acquired Target Fund Shareholders in exchange for their Acquired Target Fund Shares and the termination of the Acquired Target Fund, will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid (ii) under Section 561 Sections 361 and 357 of the Code, all the Target Fund will not recognize any gain or loss upon the transfer of the Target Assets to the Acquiring Fund pursuant to this Agreement in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities, or upon the distribution of the Acquiring Fund Shares by the Target Fund to its investment company taxable income shareholders in liquidation of the Target Fund, except for (A) any gain or loss recognized on (1) “section 1256 contracts” as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D1256(b) of the Code, or (2) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under stock in a “passive foreign investment company” as defined in Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C1297(a) of the Code), after reduction by and (B) any available capital other gain or loss carryforwardthat may be required to be recognized (1) as a result of the closing of the tax year of the Target Fund, (2) upon the termination of a position, or (3) upon the transfer of an asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code; (iii) under Section 354 of the Code, Target Fund Shareholders will not recognize any gain or loss upon the exchange of their Target Fund Shares for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlyShares; (iv) under Section 358 of the Code, the dividend distribution that aggregate basis in the Acquiring Fund normally would make Shares that the Target Fund Shareholders receive in December exchange for their Target Fund Shares will be the same as the aggregate basis of 2004 shall have been made the Target Fund Shares exchanged therefor; (v) under Section 1223(1) of the Code, a Target Fund Shareholder’s holding period for Acquiring Fund Shares received pursuant to shareholders the Agreement will include the shareholder’s holding period for the Target Fund Shares exchanged therefor, provided that the shareholder held the Target Fund Shares as capital assets on the date of record the exchange; (vi) under Section 1032 of the Code, the Acquiring Fund will not recognize any gain or loss upon the receipt of the Target Assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities; (vii) under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the Target Assets will be the same as the Target Fund’s tax basis immediately prior to the Closing.transfer, increased by any gain or decreased by any loss required to be recognized as described in (ii) above; (viii) under Section 1223(2) of the Code, the holding period of each Target Asset in the hands of the Acquiring Fund, other than any Target Asset with respect to which gain or loss is required to be recognized as described in (ii) above, will include the period during which such Target Asset was held or treated for U.S. federal income tax purposes as held by the Target Fund; and (ix) the Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. Such opinion is not a guarantee that the tax consequences of the Reorganization will be as described above. Neither party may waive the condition set forth in Paragraph 8.5; and

Further conditions precedent. If any The obligations of each Fund shall also be subject to the fulfillment of the following conditions (or waiver by the affected parties, except for Section 8.1 and Section 8.7 of this Reorganization Agreement): 8.1 This Reorganization Agreement and the transactions contemplated herein, with respect to the Selling Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Selling Fund in accordance with applicable law and the provisions of the Selling Trust Governing Documents. Notwithstanding anything herein to the contrary, neither Fund may waive the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to in this Agreement shall, at its option, not be required to consummate the transactions contemplated by Section 8.1 of this Reorganization Agreement:. 8.1 8.2 This Reorganization Agreement and the transactions contemplated herein shall have been approved by the requisite vote Board of Trustees of the Acquired Fund's shareholders Acquiring Trust and the Board of Trustees of the Selling Trust, each in accordance with Rule 17a-8 under the provisions of the Safeco Trust's Trust Instrument and By-Laws1940 Act, and certified copies each Fund shall have delivered to the other a copy of the resolutions evidencing such approval approving this Reorganization Agreement adopted by the Acquired Fund's shareholders shall have been delivered its Board, certified by the Acquired Fund its Secretary or equivalent officer. 8.3 The Acquiring Trust, on behalf of and with respect to the Acquiring Fund. Notwithstanding anything herein to , shall have entered into or adopted any and all agreements necessary for the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1;Acquiring Fund’s operation as a series of an open-end investment company. 8.2 8.4 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, prohibit or obtain damages or other relief in connection with, with this Reorganization Agreement or the transactions contemplated herein;. 8.3 8.5 All required consents of other parties and all other consents, orders orders, and permits of U.S. federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such U.S. federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure . 8.6 The post-effective amendment to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement ’s registration statement on Form N-14 N-1A relating to the Acquiring Fund Shares under the 1933 Act and the 1940 Act, as applicable (“Post-Effective Amendment”), shall have become effective, and any additional post-effective under amendments to any such registration statement as are determined by the Securities Act Trustees of the Acquiring Trust to be necessary and appropriate shall have been filed with the Commission and shall have become effective; and no stop orders order suspending the effectiveness of such Registration Statement registration statement shall have been issued and, to issued. To the best knowledge of the parties heretoto this Reorganization Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities 1933 Act;. The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. 8.5 8.7 The parties Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ & ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and LLP, addressed to the Acquiring Trust Trust, the Selling Trust, and subject to customary assumptions and qualificationstheir Boards of Trustees, respectively, substantially to the effect that with respect to the Reorganization for U.S. federal income tax purposes purposes: (a) The transfer of all the acquisition Selling Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets liabilities of the Selling Fund followed by the pro rata distribution, by class, by the Selling Fund of all the Acquiring Fund Shares to the Selling Fund Shareholders in complete liquidation of the Selling Fund will constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and the Acquiring Fund and the Selling Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Selling Fund solely in exchange for the issuance Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund. (c) No gain or loss will be recognized by the Selling Fund upon the transfer of all the Selling Fund’s assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to the Acquired Selling Fund and the assumption Shareholders solely in exchange for such shareholders’ shares of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, Selling Fund in complete liquidation of the Acquired Selling Fund, . (d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Selling Fund’s assets transferred to the Acquired Acquiring Fund Shareholders in exchange for their Acquired will be the same as the basis of such assets to the Selling Fund Shares and immediately before the termination Reorganization. The holding period of the Acquired assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund, . (g) The consummation of the Reorganization will not terminate the taxable year of the Selling Fund. The part of the taxable year of the Selling Fund before the Reorganization and part of the taxable year of the Acquiring Fund after the Reorganization will constitute a "reorganization" within single taxable year of the meaning Acquiring Fund. No opinion will be expressed as to (1) the effect of the Reorganization on the Selling Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company as defined in Section 368(a1297(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for (2) the deduction for dividends paid under Section 561 effect of the Code, all of its investment company taxable Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of tax principles (i) its interest income excludable from gross income under Section 103(a) at the end of a taxable year or upon the Code over termination thereof, or (ii) its deductions disallowed under Sections 265 upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction, or (3) any other U.S. federal tax issues (except those set forth above) and 171(a)(2) all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as tax counsel may reasonably request of the Code for its taxable year ending on the Closing DateFunds, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) the Selling Fund and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlywill cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the dividend distribution that neither the Acquiring Fund normally would make nor the Selling Fund may waive the conditions set forth in December this Section 8.7 of 2004 shall have been made to shareholders of record prior to the Closingthis Agreement.

Further conditions precedent. If any The obligations of each Fund shall also be subject to the following: 8.1 This Agreement and the transactions contemplated herein, with respect to the Selling Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Selling Fund in accordance with applicable law and the provisions of the Selling Trust Governing Documents, and the Related Reorganization shall have been approved by the requisite vote of the holders of the outstanding shares of the Related Fund in accordance with applicable law and the provisions of such fund’s governing documents. Notwithstanding anything herein to the contrary, neither Fund may waive the conditions set forth below does not exist on or before in this Section 8.1. The Acquiring Fund acknowledges that the Closing Date with respect Selling Trust has the authority, under the Selling Trust Governing Documents, to either party hereto, adjourn a meeting of the other party to this Agreement shall, at its option, not be required to consummate shareholders of Stonebridge Institutional Small-Cap Growth Fund for any lawful purpose for a period of no more than six months beyond the transactions contemplated by this Agreement:originally scheduled meeting date. 8.1 8.2 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote Board of Trustees of the Acquired Fund's shareholders Acquiring Trust and the Board of Trustees of the Selling Trust, each in accordance with Rule 17a-8 under the provisions of the Safeco Trust's Trust Instrument and By-Laws1940 Act, and certified copies each Fund shall have delivered to the other a copy of the resolutions evidencing such approval approving this Agreement adopted by its Board, certified by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund Secretary or equivalent officer. 8.3 The Acquiring Trust, on behalf of and with respect to the Acquiring Fund. Notwithstanding anything herein to , shall have entered into or adopted any and all agreements necessary for the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1;Acquiring Fund’s operation as a series of an open-end investment company. 8.2 8.4 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 8.5 All required consents of other parties and all other consents, orders orders, and permits of U.S. federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such U.S. federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure . 8.6 The post-effective amendment to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement ’s registration statement on Form N-14 N-1A relating to the Acquiring Fund Shares under the 1933 Act and the 1940 Act, as applicable (the “Post-Effective Amendment”), shall have become effective, and any additional post-effective under amendments to any such registration statement as are determined by the Securities Act Trustees of the Acquiring Trust to be necessary and appropriate shall have been filed with the Commission and shall have become effective; and no stop orders order suspending the effectiveness of such Registration Statement registration statement shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities 1933 Act;. The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. 8.5 8.7 The parties Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ & ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, LLP substantially to the effect that with respect to the Reorganization for U.S. federal income tax purposes purposes: (a) The transfer of all the acquisition Selling Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption liabilities of the Assumed Liabilities by the Acquiring Fund, Selling Fund followed by the distribution by the Acquired Fund, in liquidation Selling Fund of all the Acquired Fund, of Acquiring Fund Shares to the Acquired Selling Fund Shareholders in exchange for their Acquired Fund Shares and the termination complete liquidation of the Acquired Fund, Selling Fund will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code; 8.6 The Acquired Code and the Acquiring Fund shall have distributed and the Selling Fund will each be a “party to its shareholders, in a distribution or distributions qualifying for reorganization,” within the deduction for dividends paid under meaning of Section 561 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of its the Selling Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund. (c) No gain or loss will be recognized by the Selling Fund upon the transfer of all the Selling Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to the Selling Fund Shareholders solely in exchange for such shareholders’ shares of the Selling Fund in complete liquidation of the Selling Fund. (d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Selling Fund’s assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Selling Fund immediately before the Reorganization. The holding period of the assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund. (g) The consummation of the Reorganization will not terminate the taxable year of the Selling Fund. The part of the taxable year of the Selling Fund before the Reorganization and part of the taxable year of the Acquiring Fund after the Reorganization will constitute a single taxable year of the Acquiring Fund. No opinion will be expressed as to (1) the effect of the Reorganization on (A) the taxable year of any Selling Fund shareholder, or (B) the Selling Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company taxable income (as defined in Section 852(b)(21297(a) of the Code determined without regard to Section 852(b)(2)(Dor (2) any other U.S. federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may reasonably request of the Code) for its taxable year ending on the Closing DateFunds or of SCM, all and each of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing DateSelling Fund, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, and SCM will cooperate to make and certify the dividend distribution that the Acquiring Fund normally would make in December accuracy of 2004 shall have been made to shareholders of record prior to the Closing.such

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Acquired Trust's Trust Instrument Declaration and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring TrustFund's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering Pickerin▇ ▇▇▇▇ ▇▇▇ ▇▇▇r r▇ ▇▇▇, ▇▇▇▇▇▇▇▇tory ctory ▇▇ ▇he Safeco the Acquired Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code;. 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 8.1. This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Target Fund's ’s shareholders in accordance with the provisions of the Safeco Equity Trust's ’s Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Target Fund's ’s shareholders shall have been delivered by the Acquired Target Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 8.2. On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 8.3. All consents of other parties and all other consents, orders and permits of federal, state state, and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 8.4. The Acquiring Trust's Fund’s Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best of the Securities Trust’s knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 8.5. The parties shall have received an opinion of Wilmer Cutler Pickering W▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ P▇▇▇▇▇▇▇▇ ▇tory ▇▇▇ and D▇he Safeco ▇▇ LLP, satisfactory to each of the Securities Trust and the Acquiring Equity Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Target Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Target Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Target Fund, in liquidation of the Acquired Target Fund, of Acquiring Fund Shares to the Acquired Target Fund Shareholders in exchange for their Acquired Target Fund Shares and the termination of the Acquired Target Fund, will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code;. Neither party may waive the condition set forth in Paragraph 8.5; and 8.6 8.6. The Acquired Target Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If The Lenders will only be obliged to comply with Clause 5.6 (Lenders’ participation), for each Utilisation including the first one, if on the date of the Utilisation Request and on the proposed Utilisation Date: (a) no Default is continuing or would result from the proposed Loan and no event triggering a mandatory prepayment of part or all of the Facility pursuant to Clauses 7.4 (Mandatory prepayment — Change of Control), 7.5 (Mandatory prepayment — Retained Earnings and Capital Reduction) or 7.6 (Mandatory prepayment in relation to the Contracts or the EKN Documents) has occurred; (b) the Repeating Representations to be made by the Borrower are true in all material respects; (c) each of the EKN Documents remains in full force and effect and there is no outstanding notice from EKN which requires any Lender to suspend the provision of any Utilisation; (d) confirmation that the relevant EKN Premium has been paid in full in respect of the Tranche for which a Utilisation is to be made; (e) the Facility Agent and the Lenders are satisfied (acting reasonably) that the EKN Guarantee will extend to and cover 95% of the proposed Loan and of the interest thereon during the period that the Loan is or will be outstanding; (f) the Facility Agent shall have received (i) a Utilisation Request in the form of Schedule 3 (Utilisation Request), duly executed by the Borrower and delivered to the Facility Agent and the Passport Bank, and (ii) a Supplier’s Certificate, duly executed by the relevant Supplier; (g) the Facility Agent shall have received confirmation from the Borrower and the Supplier that: (i) the Contract in respect of which the relevant Utilisation is requested has not: (A) been repudiated, revoked, rescinded or terminated, (B) as far as they are aware, ceased to be in full force and effect, (C) as far as they are aware, ceased to be legal, valid, binding, enforceable or effective, or (D) has been alleged by a party to it to be ineffective, and (ii) as far as they are aware it is not, nor has it become, unlawful for any of the conditions Suppliers or the Borrower to perform their obligations under the Contract in respect of which the relevant Utilisation is requested, and it is agreed and acknowledged that statements to this effect as set forth below does not exist out in the relevant Utilisation Request and Supplier’s Certificate shall satisfy this requirement; and (h) where the proposed Utilisation Date in the relevant Utilisation Request is a date which falls after the Starting Point for Repayment in respect of the relevant Tranche, the Facility Agent has received on or before the Closing Date with respect to either party hereto, date of the other party to this Agreement shall, at its option, not be required to consummate relevant Utilisation Request written confirmation from the transactions contemplated by this Agreement: 8.1 This Agreement Foreign Supplier and from the Borrower (as evidenced in the relevant Utilisation Request and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring FundSupplier’s Certificate) that fifteen per cent. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a15%) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 total aggregate amount of the Code, all of its investment company taxable income (as defined Foreign Goods and Services attributable to that Tranche was paid to the Foreign Supplier in Section 852(b)(2) cleared funds by or on behalf of the Code determined without regard to Section 852(b)(2)(DBorrower at least ten (10) of Business Day before the Code) Starting Point for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code Repayment for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the ClosingTranche.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 8.1. This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders Board of Directors of the Company in accordance with the provisions of the Safeco Trust's Trust Instrument Company Articles of Incorporation and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders Board of Directors shall have been delivered by the Acquired Target Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 8.2. On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 8.3. All consents of other parties and all other consents, orders and permits of federal, state state, and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 8.4. The Acquiring Trust's Fund’s Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 8.5. The parties shall have received an opinion of Wilmer Cutler Pickering Ropes & ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇LLP, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust satisfactory to each of the Target Fund and the Acquiring Trust Fund and subject to certain factual representations made by officers of the Target Fund and the Acquiring Fund and customary assumptions and qualifications, substantially to the effect that that, although not free from doubt, for federal income tax purposes (i) the acquisition by the Acquiring Fund of the Acquired Target Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Target Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Target Fund, in liquidation of the Acquired Target Fund, of Acquiring Fund Shares to the Acquired Target Fund Shareholders in exchange for their Acquired Target Fund Shares and the termination of the Acquired Target Fund, will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid (ii) under Section 561 Sections 361 and 357 of the Code, all the Target Fund will not recognize any gain or loss upon the transfer of the Target Assets to the Acquiring Fund pursuant to this Agreement in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities, or upon the distribution of the Acquiring Fund Shares by the Target Fund to its investment company taxable income shareholders in liquidation of the Target Fund, except for (A) any gain or loss recognized on (1) “section 1256 contracts” as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D1256(b) of the Code, or (2) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under stock in a “passive foreign investment company” as defined in Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C1297(a) of the Code), after reduction by and (B) any available capital other gain or loss carryforwardthat may be required to be recognized (1) as a result of the closing of the tax year of the Target Fund, (2) upon the termination of a position, or (3) upon the transfer of an asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code; (iii) under Section 354 of the Code, Target Fund Shareholders will not recognize any gain or loss upon the exchange of their Target Fund Shares for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlyShares; (iv) under Section 358 of the Code, the dividend distribution that aggregate basis in the Acquiring Fund normally would make Shares that the Target Fund Shareholders receive in December exchange for their Target Fund Shares will be the same as the aggregate basis of 2004 shall have been made the Target Fund Shares exchanged therefor; (v) under Section 1223(1) of the Code, a Target Fund Shareholder’s holding period for Acquiring Fund Shares received pursuant to shareholders the Agreement will include the shareholder’s holding period for the Target Fund Shares exchanged therefor, provided that the shareholder held the Target Fund Shares as capital assets on the date of record the exchange; (vi) under Section 1032 of the Code, the Acquiring Fund will not recognize any gain or loss upon the receipt of the Target Assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities; (vii) under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the Target Assets will be the same as the Target Fund’s tax basis immediately prior to the Closingtransfer, increased by any gain or decreased by any loss required to be recognized as described in (ii) above; (viii) under Section 1223(2) of the Code, the holding period of each Target Asset in the hands of the Acquiring Fund, other than certain Target Assets with respect to which gain or loss is required to be recognized as described in (ii) above, will include the period during which such Target Asset was held or treated for U.S. federal income tax purposes as held by the Target Fund; and (ix) the Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. Such opinion is not a guarantee that the tax consequences of the Reorganization will be as described above. Neither party may waive the condition set forth in Paragraph 8.5.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 8.1. This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's ’s shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument Company’s Articles and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's ’s shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 8.2. On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 8.3. All consents of other parties and all other consents, orders and permits of federal, state state, and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 8.4. The Acquiring Trust's Fund’s Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 8.5. The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ ▇▇▇▇▇▇▇▇tory ▇ ▇▇▇▇ and ▇he Safeco Trust and ▇▇▇ LLP, satisfactory to the Acquiring Trust Company and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code;. 8.6 8.6. The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 8.2 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 8.3 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇Bingham McCutchen LLP, ▇▇▇▇▇▇▇c▇tory ▇▇▇ ▇▇ ▇he Safeco Acquired Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes (i) the acquisition by transfer to the Acquiring Fund of all of the assets of the Acquired Assets solely Fund in exchange solely for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in complete liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code;, and each of the Acquired Fund and the Acquiring Fund will be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by the Acquired Fund on the transfer of the Acquired Assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities, or upon the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund, except for (A) gain or loss that may be recognized on the transfer of "section 1256 contracts" as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a "passive foreign investment company" as defined in Section 1297(a) of the Code, or (C) any other gain that may be required to be recognized as a result of the closing of the Acquired Fund's taxable year; (iii) the tax basis in the hands of the Acquiring Fund of the Acquired Assets will be the same as the tax basis of such Acquired Assets in the hands of the Acquired Fund immediately prior to the transfer thereof, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund on the transfer; (iv) the holding periods of the Acquired Assets in the hands of the Acquiring Fund, other than assets with respect to which gain or loss is required to be recognized, will include in each instance the period during which such Acquired Assets were held by the Acquired Fund; (v) no gain or loss will be recognized by the Acquiring Fund upon its receipt of the Acquired Assets solely in exchange for Acquiring Fund Shares and the assumption of the Assumed Liabilities; (vi) no gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of all of their Acquired Fund Shares for Acquiring Fund Shares as part of the Reorganization; (vii) the aggregate tax basis of the Acquiring Fund Shares that each Acquired Fund Shareholder receives in the Reorganization will be the same as the aggregate tax basis of the Acquired Fund Shares exchanged therefor; (viii) each Acquired Fund Shareholder's holding period for the Acquiring Fund Shares received in the Reorganization will include the period for which such shareholder held the Acquired Fund Shares exchanged therefor, provided that the Acquired Fund Shareholder held such Acquired Fund Shares as capital assets. Notwithstanding anything in this Agreement to the contrary, neither the Acquired Fund nor the Acquiring Fund may waive the condition set forth in this paragraph 8.3. 8.6 8.4 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any The rights of the Seller to give a Sale Notice or Further Notice and the obligations of the Company to pay an Instalment or Further Instalment shall be subject to the further conditions set forth below does precedent that: (a) on the date of giving the Sale Notice or Further Notice or the date of payment of the Instalment or Further Instalment the following statements shall be true (and the Seller shall, by virtue of giving the Sale Notice or Further Notice, or accepting the Instalment or Further Instalment be deemed to have certified that): Receivables Purchase Agreement (i) (REPRESENTATIONS TRUE): (A) the representations and warranties in clause 7.1 in respect of the Seller and, where the Servicer is the Seller or an Associate of the Seller, the Seller and Servicer are, to the best of the Seller's and Servicer's knowledge and belief, true as of such day as though they had been made at that date in respect of the facts and circumstances then subsisting; or (B) the representations and warranties in clause 7.1 in respect of the Servicer, where the Servicer is not exist the Seller or an Associate of the Seller, are to the best of the Servicer's knowledge and belief true as of such day as though they had been made at that date in respect of the facts and circumstances then subsisting; (ii) (NO DEFAULT) no event has occurred and is subsisting or would result from the giving of the Sales Notice or Further Notice, or accepting of the Instalment or Further Instalment payment that constitutes an Early Amortisation Event or Potential Early Amortisation Event; (iii) (LIMITS) after making the Instalment: (A) clause 2.2 will not be breached; and (B) the Net Pool Balance shall equal or exceed the sum of the Company's Investment and the Required Reserves; (b) on or before the Closing Date with respect to either party heretodate of that Sale Notice or Further Notice or the payment of the Instalment or Further Instalment, the other party Agent has received in form and substance to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementsatisfaction of the Agent: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a(DETERMINATION DATE STATEMENT) a Determination Date Statement as of the Code over most recent Determination Date; (ii) its deductions disallowed under Sections 265 and 171(a)(2(RELEASE) to the extent necessary the release from any Security Interest of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing DatePurchased Receivables other than a Permitted Security Interest or a Supplier's Security Interest; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution (iii) (STAMP DUTY) evidence that the Acquiring Fund normally would make Seller has paid all stamp duty payable in December respect of 2004 shall have been made the documents referred to shareholders of record prior to the Closingin clause 6.1(b) and all transactions under this agreement.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 7.1. This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's ’s shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument ’s Declaration and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's ’s shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.17.1; 8.2 7.2. On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 7.3. All consents of other parties and all other consents, orders and permits of federal, state state, and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 7.4. The Acquiring Trust's Fund’s Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 7.5. The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ ▇▇▇▇▇▇▇▇tory ▇ ▇▇▇▇ and ▇he Safeco Trust ▇▇▇ LLP, satisfactory to the Company and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

Further conditions precedent. If any (a) Subject to Clause 4.1 (Initial conditions precedent), the Lender will only be obliged to comply with Clause 5.4 (Lender’s obligations) if on the date of the conditions set forth below does not exist Utilisation Request (in respect of paragraph (i) and (ii) below) and on the proposed Utilisation Date (in respect of paragraph (i), (ii) and (iii) below): (i) no Major Default is continuing or before would result from the Closing Date with respect to either party hereto, proposed Loan; (ii) all the other party to this Agreement shall, at its option, not be required to consummate Major Representations are true; and (iii) the transactions contemplated by this AgreementLender has received from the Borrower: 8.1 This Agreement (A) a certified copy of the register of members of the Borrower evidencing that Holdco is the registered holder of the entire Equity Interest of the Borrower and that the shares of the Borrower issued to Holdco have been validly issued and fully paid-up; (B) evidence reasonably satisfactory to the Lender that the Holdco or its shareholders have made irrevocable wire transfers (as equity capital contribution from Holdco to the Borrower) to the account of the Borrower with the Lender in an aggregate principal amount of no less than the difference between the Total Commitment and the transactions contemplated herein shall aggregate amount of the Acquisition Consideration and the total Transaction Costs; and (C) a letter in the Agreed Form and signed by an authorized signatory of the Borrower confirming that: (x) all the conditions precedent to the Acquisition have been approved by the requisite vote of the Acquired Fund's shareholders satisfied or waived in accordance with the provisions terms of the Safeco Trust's Trust Instrument Acquisition Agreement and By-Laws, and certified copies the Articles of Merger has been filed with Secretary of State of the resolutions evidencing such approval State of Delaware (and attaching the stamped Articles of Merger); (y) the Acquisition Agreement remains in full force and effect and has not been rescinded or repudiated by any party to it; and (z) the Acquired Fund's shareholders Acquisition Effective Time has occurred. (b) During the Availability Period (save in circumstances where, pursuant to paragraph (a) above, the Lender is not obliged to comply with Clause 5.4 (Lender’s obligations) and subject as provided in Clause 7.1 (Illegality) and unless any of the circumstances or events described in Clause 8.1 (Exit) has arisen or occurred), the Lender shall have been delivered by not be entitled to: (i) cancel any portion of the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1Total Commitment; 8.2 On the Closing Date(ii) rescind, no action, suit terminate or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, cancel this Agreement or the transactions contemplated hereinFacility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent that to do so would prevent or limit the making of the Utilisation; 8.3 All consents (iii) refuse to make the Utilisation; (iv) exercise any right of other parties and all other consents, orders and permits set-off or counterclaim in respect of federal, state and local regulatory authorities (including those a Utilisation to the extent that to do so would prevent or limit the making of the Commission and Utilisation; or (v) cancel, accelerate or cause repayment or prepayment of state Blue Sky and securities authorities) deemed necessary by either party hereto any amounts owing under this Agreement or under any other Finance Document to permit consummation, in all material respects, the extent that to do so would prevent or limit the making of the transactions contemplated hereby shall have been obtainedUtilisation, except where failure to obtain any such consentprovided, order or permit would not involve a risk of a material adverse effect on that immediately following the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess earlier of (i) its interest income excludable from gross income under Section 103(a) the expiry of the Code over Availability Period and (ii) its deductions disallowed under Sections 265 the Utilisation, all such rights, remedies and 171(a)(2) of entitlements shall be available to the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution Lender notwithstanding that the Acquiring Fund normally would make in December of 2004 shall they may not have been made used or been available for use during the Availability Period and the definitions of “Major Default” and “Major Representation” shall cease to shareholders of record prior to the Closingbe applicable.

Further conditions precedent. If any The obligations of the conditions set forth below does not exist on or before Predecessor Fund and the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required Successor Fund to consummate the transactions contemplated provided for herein shall also be subject to the fulfillment (or waiver by this Agreementthe affected parties) of the following conditions: 8.1 This Agreement and the transactions contemplated herein herein, with respect to the Predecessor Fund, shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding shares of the Predecessor Fund in accordance with applicable law and the provisions of the Safeco Trust's Predecessor Declaration of Trust Instrument and Amended and Restated By-Laws, and certified copies Laws of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring FundPredecessor Trust. Notwithstanding anything herein to the contrary, neither party hereto the Successor Fund nor the Predecessor Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 On As of the Closing DateClosing, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;. 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities 1933 Act;. 8.5 The parties Predecessor Fund shall have received on the Closing Date an opinion of Wilmer Cutler Pickering from ▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇Price P.C. dated as of the Closing Date, substantially to the effect that: (a) The Successor Trust is validly existing and in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. §3801 et seq. (b) The execution and delivery of the Agreement by the Successor Trust, on behalf of the Successor Fund, did not, and the issuance of Successor Fund Shares pursuant to the Agreement will not, violate the Successor Declaration of Trust or By-Laws, as amended, of the Successor Trust. (c) The Successor Trust is registered with the Commission as an open-end management investment company under the 1940 Act, the Registration Statement is effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement is in effect. (d) To the knowledge of such counsel, and without any independent investigation, no consent, approval, authorization, or order of any court or governmental authority of the United States of America or the State of Delaware is required for the performance by the Successor Fund of its obligations under the Agreement, except (i) for those the absence of which, either individually or in the aggregate, would not have a material adverse effect on the Successor Fund or an adverse effect on the performance by the Successor Fund of its obligations under the Agreement, and (ii) as have been obtained. (e) Assuming that the Successor Fund Shares will be issued in accordance with the terms of this Agreement, the Successor Fund Shares to be issued and delivered to the Predecessor Fund on behalf of its shareholders as provided by this Agreement are duly authorized and upon such delivery will be validly issued and fully paid and non-assessable. 8.6 The Successor Fund shall have received on the Closing Date an opinion from ▇▇▇▇▇▇▇ Procter LLP substantially to the effect that: (a) The Predecessor Trust is validly existing and in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. §3801 et seq. (b) The execution and delivery of the Agreement by the Predecessor Trust, on behalf of the Predecessor Fund, did not, and the exchange of the Predecessor Fund’s assets for Successor Fund Shares pursuant to the Agreement will not, violate the Predecessor Declaration of Trust or Amended and Restated By-Laws of the Predecessor Trust. (c) The Predecessor Trust is registered with the Commission as an open-end management investment company under the 1940 Act, and such registration is in full force and effect. (d) To the knowledge of such counsel, and without any independent investigation, no consent, approval, authorization, or order of any court or governmental authority of the United States of America or the State of Delaware is required for the performance by the Predecessor Fund of its obligations under the Agreement, except (i) for those the absence of which, either individually or in the aggregate, would not have a material adverse effect on the Predecessor Fund or an adverse effect on the performance by the Predecessor Fund of its obligations under the Agreement, and (ii) as have been obtained. 8.7 The Funds shall have received on the Closing Date an opinion of ▇▇tory ▇▇▇▇ ▇he Safeco Trust Price P.C. addressed to the Successor Fund and the Acquiring Trust and subject to customary assumptions and qualifications, Predecessor Fund substantially to the effect that for federal income tax purposes purposes: (a) The transfer of all the acquisition by Predecessor Fund’s assets to the Acquiring Successor Fund of the Acquired Assets solely in exchange solely for the issuance of Acquiring Successor Fund Shares to the Acquired Fund and the assumption by the Successor Fund of all the liabilities of the Assumed Liabilities by the Acquiring Predecessor Fund, immediately followed by the pro rata distribution to the Predecessor Fund Shareholders of all the Successor Fund Shares received by the Acquired Fund, Predecessor Fund in complete liquidation of the Acquired Fund, of Acquiring Predecessor Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired FundPredecessor Fund promptly thereafter, will constitute a "“reorganization" ” within the meaning of Section 368(a368(a)(1) of the Code; 8.6 The Acquired , and the Successor Fund shall have distributed and the Predecessor Fund will each be a “party to its shareholders, in a distribution or distributions qualifying for reorganization,” within the deduction for dividends paid under meaning of Section 561 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Successor Fund upon the receipt of all the assets of its the Predecessor Fund solely in exchange for Successor Fund Shares and the assumption by the Successor Fund of all the liabilities of the Predecessor Fund. (c) No gain or loss will be recognized by the Predecessor Fund upon the transfer of all the Predecessor Fund’s assets to the Successor Fund solely in exchange for Successor Fund Shares and the assumption by the Successor Fund of all the liabilities of the Predecessor Fund or upon the distribution (whether actual or constructive) of the Successor Fund Shares so received to the Predecessor Fund Shareholders solely in exchange for such shareholders’ shares of the Predecessor Fund in complete liquidation of the Predecessor Fund. (d) No gain or loss will be recognized by the Predecessor Fund Shareholders upon the exchange of their Predecessor Fund shares solely for Successor Fund Shares in the Reorganization. (e) The aggregate basis of the Successor Fund Shares received by each Predecessor Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Predecessor Fund shares exchanged therefor by such shareholder. The holding period of the Successor Fund Shares received by each Predecessor Fund Shareholder in the Reorganization will include the period during which the Predecessor Fund shares exchanged therefor were held by such shareholder, provided such Predecessor Fund shares are held as capital assets at the Effective Time. (f) The basis of the Predecessor Fund’s assets transferred to the Successor Fund will be the same as the basis of such assets in the hands of the Predecessor Fund immediately before the Effective Time. The holding period of the assets of the Predecessor Fund received by the Successor Fund will include the period during which such assets were held by the Predecessor Fund. No opinion will be expressed as to (1) the effect of the Reorganization on the Predecessor Fund, the Successor Fund or any Predecessor Fund Shareholder with respect to any asset (including, without limitation, any stock held in a passive foreign investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D1297(a) of the Code) as to which any gain or loss is required to be recognized for its federal income tax purposes (a) at the end of a taxable year ending (or on the Closing Datetermination thereof) or (b) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, all (2) the effect of the excess of (i) its interest income excludable from gross income Reorganization under the alternative minimum tax imposed under Section 103(a) 55 of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) on any direct or indirect shareholder of the Code for its taxable year ending Predecessor Fund that is a corporation, or (3) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on certain factual representations, reasonable assumptions and limitations and such other representations as ▇▇▇▇▇▇ Price P.C. may request of the Closing DateFunds, and all the Predecessor Trust, the Predecessor Fund, the Successor Trust and the Successor Fund will cooperate to make and certify the accuracy of its net capital gain (as such term is used representations. Notwithstanding anything herein to the contrary, neither the Successor Fund nor the Predecessor Fund may waive the conditions set forth in Sections 852(b)(3)(A) and (C) this Section 8.7. 8.8 No order, preliminary or permanent injunction or decree issued by any governmental authority of competent jurisdiction, or pending by any governmental authority of competent jurisdiction that has initiated a proceeding seeking such an order, injunction or decree, preventing the consummation of the Code)Reorganization shall be in effect and no statute, after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 rule or regulation shall have been made to shareholders enacted, entered or promulgated by any governmental authority which prohibits or makes illegal the consummation of record prior the Reorganization. Notwithstanding anything herein to the Closingcontrary, neither the Successor Fund nor the Predecessor Fund may waive the conditions set forth in this Section 8.8.

Further conditions precedent. If (a) Subject to Clause 4.1 (Initial conditions precedent), the Lender will only be obliged to comply with Clause 5.4 (Lender’s obligations) if on the date of the Utilisation Request (in respect of paragraph (i) and (ii) below) and on the proposed Utilisation Date (in respect of paragraph (i), (ii) and (iii) below): (i) no Major Default is continuing or would result from the proposed Loan; (ii) all the Major Representations are true and accurate in all material respects; and (iii) the Lender has received from the Borrower the items listed in Part II of Schedule 1 (Conditions precedent) in form and substance reasonably satisfactory to the Lender. (b) During the Availability Period (save in circumstances where, pursuant to paragraph (a) above, the Lender is not obliged to comply with Clause 5.4 (Lender’s obligations) and subject as provided in Clause 7.1 (Illegality) and unless any of the conditions set forth below does not exist on circumstances or before the Closing Date with respect to either party heretoevents described in Clause 8.1 (Exit) has arisen or occurred), the other party to this Agreement shall, at its option, Lender shall not be required to consummate the transactions contemplated by this Agreemententitled to: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote (i) cancel any of the Acquired Fund's shareholders in accordance with Total Commitment to the provisions extent to do so would prevent or limit the making of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1Utilisation; 8.2 On the Closing Date(ii) rescind, no action, suit terminate or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, cancel this Agreement or the transactions contemplated hereinFacility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent that to do so would prevent or limit the making of the Utilisation; 8.3 All consents (iii) refuse to make the Utilisation; (iv) exercise any right of other parties and all other consents, orders and permits set-off or counterclaim in respect of federal, state and local regulatory authorities (including those a Utilisation to the extent that to do so would prevent or limit the making of the Commission and Utilisation; or (v) cancel, accelerate or cause repayment or prepayment of state Blue Sky and securities authorities) deemed necessary by either party hereto any amounts owing under this Agreement or under any other Finance Document to permit consummation, in all material respects, the extent that to do so would prevent or limit the making of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party heretoUtilisation, provided that either party immediately upon the expiry of the Availability Period all such rights, remedies and entitlements shall be available to the Lender notwithstanding that they may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall not have been issued and, to used or been available for use during the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the ClosingAvailability Period.

Further conditions precedent. If any The obligations of each Fund shall also be subject to the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementfollowing: 8.1 This Agreement and the transactions contemplated herein herein, with respect to the Selling Fund, shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding shares of the Selling Fund in accordance with applicable law and the provisions of the Safeco Selling Trust's ’s Agreement and Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 The Acquiring Trust, on behalf of and with respect to the Acquiring Fund, shall have entered into or adopted any and all agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. 8.3 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 8.4 All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure . 8.5 The post-effective amendment to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement ’s registration statement on Form N-14 N-1A relating to the Acquiring Fund under the 1933 Act and the 1940 Act, as applicable (the “Post-Effective Amendment”), shall have become effective, and any additional post-effective under amendments to any such registration statement as are determined by the Securities Act Trustees of the Acquiring Trust to be necessary and appropriate shall have been filed with the Commission and shall have become effective; and no stop orders order suspending the effectiveness of such Registration Statement registration statement shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities 1933 Act;. The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. 8.5 8.6 The parties Funds shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ & ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, LLP substantially to the effect that with respect to the Reorganization for federal income tax purposes purposes: (a) The transfer of all the acquisition Selling Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets liabilities of the Selling Fund followed by the pro rata, by class, distribution by the Selling Fund of all the Acquiring Fund Shares received to the Selling Fund Shareholders in complete liquidation of the Selling Fund will constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and the Acquiring Fund and the Selling Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Selling Fund solely in exchange for Acquiring Fund Shares and the issuance assumption by the Acquiring Fund of all the liabilities of the Selling Fund. (c) No gain or loss will be recognized by the Selling Fund upon the transfer of all the Selling Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to the Acquired Selling Fund and the assumption Shareholders solely in exchange for such shareholders’ shares of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, Selling Fund in complete liquidation of the Acquired Selling Fund, . (d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Selling Fund’s assets transferred to the Acquired Acquiring Fund Shareholders in exchange for their Acquired will be the same as the basis of such assets to the Selling Fund Shares and immediately before the termination Reorganization. The holding period of the Acquired assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund, . (g) The taxable year of the Selling Fund will not end as a result of the Reorganization. The part of the taxable year of the Selling Fund before the Reorganization and part of the taxable year of the Acquiring Fund after the Reorganization will constitute a "reorganization" within the meaning of Section 368(a) single taxable year of the Code; 8.6 The Acquired Acquiring Fund. No opinion will be expressed as to (1) the effect of the Reorganization on (A) the taxable year of any Selling Fund shall have distributed shareholder, or (B) the Selling Fund or the Acquiring Fund with respect to its shareholders, any stock held in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its passive foreign investment company taxable income (as defined in Section 852(b)(21297(a) of the Code determined without regard to Section 852(b)(2)(Dor (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may reasonably request of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing DateFunds, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) the Selling Fund and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlywill cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the dividend distribution that neither the Acquiring Fund normally would make nor the Selling Fund may waive the conditions set forth in December of 2004 shall have been made to shareholders of record prior to the Closingthis Section 8.6.

Further conditions precedent. If any The obligations of each Fund shall also be subject to the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementfollowing: 8.1 This Agreement and the transactions contemplated herein (including the transfer of assets and liabilities by, and the dissolution of, the Selling Fund) shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of outstanding shares of the Selling Fund in accordance with the provisions of the Safeco Trust's Trust Instrument Selling Fund’s Articles of Incorporation, as amended or supplemented, applicable Maryland law, the rules of the NYSE and By-Lawsthe 1940 Act, and certified copies of the resolutions actions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Articles of Transfer shall have been filed with and accepted for record by the SDAT. Notwithstanding anything herein to the contrary, neither party hereto Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party heretothe Acquiring Fund or the Selling Fund, provided that either party hereto may for itself waive any such conditions for itself;conditions. 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ 1▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code;. 8.6 The Acquired 8.5 Each Fund shall have distributed to its shareholders, in declared and paid a dividend or dividends and/or other distribution or distributions qualifying for that, together with all previous such dividends or distributions, shall have the deduction for dividends paid under Section 561 effect of distributing to the Code, shareholders of such Fund substantially all of its such Fund’s investment company taxable income (as defined in Section 852(b)(2) of the Code determined computed without regard to Section 852(b)(2)(Dany deduction for dividends paid) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and substantially all of its net capital gain (after reduction for any capital loss carryover and computed without regard to any deduction for dividends paid) for all taxable years ending on or before the Closing Date. 8.6 The Funds shall have received an opinion of D▇▇▇▇ ▇▇▇▇▇▇ & S▇▇▇▇▇ LLP substantially to the effect that with respect to the Reorganization for U.S. federal income tax purposes: (a) The transfer of all the Selling Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund followed by the pro rata distribution by the Selling Fund of all the Acquiring Fund Shares to the Selling Fund Shareholders in complete liquidation of the Selling Fund, as such term is used set forth in Sections 852(b)(3)(ASection 1.4, will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and (Cthe Acquiring Fund and the Selling Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code), after reduction with respect to the Reorganization. (b) No gain or loss will be recognized by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, upon the dividend distribution that receipt of all the assets of the Selling Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund normally would make of all the liabilities of the Selling Fund. (c) No gain or loss will be recognized by the Selling Fund upon the transfer of all the Selling Fund’s assets to the Acquiring Fund solely in December exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of 2004 shall have been made all the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to shareholders the Selling Fund Shareholders solely in exchange for such shareholders’ shares of record the Selling Fund in complete liquidation of the Selling Fund, as set forth in Section 1.4. (d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares solely for Acquiring Fund Shares in the Reorganization. (e) The aggregate tax basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization. (f) The tax basis of the Selling Fund’s assets transferred to the Acquiring Fund will be the same as the adjusted tax basis of such assets to the Selling Fund immediately before the Reorganization. The holding period of the assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund immediately prior to the ClosingReorganization. The opinion will express no view with respect to the effect of the Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles (i) at the end of a taxable year or upon the termination thereof, or (ii) as a result of the transfer of such asset regardless of whether such transfer would otherwise be a nonrecognition transaction. Such opinion shall be based on customary assumptions and is conditioned upon the receipt of such representations as D▇▇▇▇ ▇▇▇▇▇▇ & S▇▇▇▇▇ LLP may reasonably request of the Funds, and the Selling Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Selling Fund may waive the conditions set forth in this Section 8.6.

Further conditions precedent. If any The obligations of each Selling Fund or its corresponding Acquiring Fund hereunder shall also be subject to the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementfollowing: 8.1 This Agreement and the transactions contemplated herein herein, with respect to each Selling Fund, shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding shares of each Selling Fund in accordance with applicable law and the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto an Acquiring Fund nor a Selling Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary "no-action" positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;. 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities 1933 Act;. 8.5 Each Selling Fund shall have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders all of the Selling Fund's investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income, if any, excludible from gross income under Section 103(a) of the Code over its deduction disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before such Closing Date and all of its net capital gains realized in all taxable periods ending on or before such Closing Date (after reduction for any capital loss carry forward). 8.6 The parties shall have received on the Closing Date an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇from Vedder, Price, ▇▇▇▇▇▇▇ & Kammholz, counsel to the Trust, dated as of such Closing Date, covering the following points: (a) Each Fund is a legally designated, separate series of the Trust, and the Trust is a business trust, validly existing under the laws of the State of Delaware, which, to such counsel's knowledge, has the power to own all of its properties and assets and to carry on its business as presently conducted. (b) The Trust is registered as an investment company under the 1940 Act, and, to such counsel's knowledge, such registration under the 1940 Act is in full force and effect. (c) Assuming that consideration of not less than the net asset value of Selling Fund Shares has been paid, and assuming that such shares were issued in accordance with the terms of each Selling Fund's registration statement, or any amendment thereto, in effect at the time of such issuance, all issued and outstanding shares of the Selling Fund are legally issued and fully paid and non-assessable, and no shareholder of a Selling Fund has any preemptive rights with respect to the Selling Fund's shares. (d) Assuming that the Acquiring Fund Shares have been issued in accordance with the terms of this Agreement, the Acquiring Fund Shares to be issued and delivered to each Selling Fund on behalf of the Selling Fund Shareholders, as provided by this Agreement, are duly authorized and upon such 8 delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of an Acquiring Fund has any preemptive rights with respect to Acquiring Fund Shares. (e) The Registration Statement is effective and to such counsel's knowledge, no stop order under the 1933 Act pertaining thereto has been issued, and to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Funds of the transactions contemplated herein, except as have been obtained. (f) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in a violation of the Trust's Trust Instrument (assuming approval of Selling Fund Shareholders has been obtained) or By-Laws or any provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which a Fund is a party or by which a Fund or any of its properties may be bound. 8.7 The parties to each Reorganization shall have received an opinion of Vedder, Price, ▇▇tory ▇▇▇▇▇ ▇he Safeco Trust & Kammholz addressed to each Acquiring Fund and the Acquiring Trust and subject to customary assumptions and qualifications, Selling Fund involved in such Reorganization substantially to the effect that for federal income tax purposes with respect to each Selling Fund: (a) The transfer of all of the acquisition Selling Fund's assets in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Acquired Assets solely in exchange for liabilities of the issuance Selling Fund (followed by the distribution of Acquiring Fund Shares to the Acquired Selling Fund Shareholders in complete dissolution and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Selling Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, ) will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Code and the Acquiring Fund shall have distributed and the Selling Fund will each be a "party to its shareholders, in a distribution or distributions qualifying for reorganization" within the deduction for dividends paid under meaning of Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D368(b) of the Code. (b) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital No gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction or loss will be recognized by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, upon the dividend distribution that receipt of the assets of the Selling Fund solely in exchange for Acquiring Funds Share and the assumption by the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders the liabilities of record prior the Selling Fund. (c) No gain or loss will be recognized by the Selling Fund upon the transfer of the Selling Fund's assets to the ClosingAcquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to the Selling Fund Shareholders in exchange for such shareholders' shares of the Selling Fund. (d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares for Acquiring Fund Shares in the Reorganization. (e) The aggregate tax basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares to be received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization. (f) The tax basis of the Selling Fund's assets acquired by the Acquiring Fund will be the same as the tax basis of such assets to the Selling Fund immediately before the Reorganization. The holding period of the assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund. Such opinion shall be based on customary assumptions and such representations as Vedder, Price, ▇▇▇▇▇▇▇ & Kammholz may reasonably request, and each Selling Fund and Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither an Acquiring Fund nor a Selling Fund may waive the conditions set forth in this Section 8.7.

Further conditions precedent. If any The obligations of the conditions set forth below does not exist on Acquired Fund or before the Closing Date with respect Acquiring Fund hereunder shall also be subject to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementfollowing: 8.1 Section 8.1. This Agreement and the transactions contemplated herein, with respect to the Acquired Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with applicable law and the provisions of the Acquired Fund's Declaration of Trust and By-Laws. In addition, the issuance of Acquiring Fund Shares as contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding shares of the Acquiring Fund in accordance with applicable law, the requirements of the NYSE and the provisions of the Safeco TrustAcquiring Fund's Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 Section 8.2. On the Closing Date, the SEC shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 Section 8.3. All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission SEC and of state Blue Sky and securities authorities, including any necessary "no-action" positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure . The Acquiring Fund Shares being issued and delivered to obtain any such consent, order or permit would not involve a risk of a material adverse effect the Acquired Fund pursuant to this Agreement shall be listed on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;NYSE. 8.4 Section 8.4. The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders order suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities 1933 Act;. 8.5 Section 8.5. The parties Acquired Fund shall have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders all of the Acquired Fund's investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income excludible from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any capital loss carryforward). Section 8.6. The Funds shall have received on the Closing Date opinions from Chapman and Cutler LLP ▇▇▇/▇▇ Bingh▇▇ ▇▇▇utchen LLP, ▇▇ ▇▇▇▇i▇▇▇▇▇, ▇▇ted as of the Closing Date, substantially to the effect that: (a) Each Fund has been formed as a voluntary association with transferable shares of beneficial interest commonly referred to as a "Massachusetts business trust," and is existing under the laws of the Commonwealth of Massachusetts and, as far as counsel knows, has the power as a business trust to own all of its properties and assets and carry on its business as presently conducted in accordance with the description thereof in the Registration Statement (b) Each Fund is registered as a closed-end management investment company under the 1940 Act, and, to such counsel's knowledge, such registration under the 1940 Act is in full force and effect. (c) Assuming that the Acquiring Fund Shares to be issued and delivered to the Acquired Fund on behalf of the Acquired Fund Shareholders will be issued in accordance with the terms of this Agreement and as provided by this Agreement, such Acquiring Fund Shares are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable except that shareholders of the Acquiring Fund may, under certain circumstances, be held personally liable for its obligations, and no shareholder of the Acquiring Fund has, as such holder, any preemptive rights to acquire, purchase or subscribe for any securities of the Acquiring Fund under the Acquiring Fund's Declaration of Trust, By-Laws or Massachusetts law. (d) The Registration Statement is effective and, to such counsel's knowledge, no stop order under the 1933 Act pertaining thereto has been issued, and to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for (i) the exchange of the assets of the Acquired Fund for Acquiring Fund Shares and the assumption of Acquired Fund liabilities pursuant to this Agreement or (ii) the issuance of Acquiring Fund Shares pursuant to this Agreement, in each case, except as have been obtained. (e) The execution and delivery of this Agreement did not, and the issuance and delivery to the Acquired Fund of Acquiring Fund Shares in accordance with the terms of this Agreement will not, violate the Acquiring Fund's Declaration of Trust or By-Laws (assuming approval of the Acquired Fund's shareholders has been obtained in accordance with the requirements of the Acquired Fund's Declaration of Trust and By-Laws). (f) The execution and delivery of this Agreement did not, and the transfer by the Acquired Fund of its assets to the Acquiring Fund in accordance with the terms of this Agreement will not, violate the Acquired Fund's Declaration of Trust or By-Laws (assuming approval of the Acquired Fund's shareholders has been obtained in accordance with the requirements of the Acquired Fund's Declaration of Trust and By-Laws). Insofar as the opinion expressed above relates to or is dependent upon matters governed by the Commonwealth of Massachusetts, Chapman and Cutler LLP ▇▇▇ ▇▇▇y on ▇▇▇ ▇▇inion of Bingham McCutchen LLP. ▇▇▇ ▇▇▇i▇▇▇▇ ▇▇ ▇he opinions above is conditioned upon receipt by applicable counsel of such customary representations as it shall reasonably request of the Acquiring Fund and the Acquired Fund. Section 8.7. The Funds shall have received an opinion of Wilmer Chapman and Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, LLP ▇▇▇▇▇▇▇ed to ▇tory ▇▇ ▇he Safeco Trust cquiring Fund and the Acquiring Trust and subject to customary assumptions and qualifications, Acquired Fund substantially to the effect that for federal income tax purposes purposes: (a) The transfer of all of the acquisition Acquired Fund's assets to the Acquiring Fund in exchange solely (except to the extent cash payments are made in lieu of fractional shares) for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets solely in exchange for the issuance liabilities of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the pro rata distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders of all the Acquiring Fund Shares (and cash payments in exchange for their lieu of fractional shares) received by the Acquired Fund Shares and the termination in complete liquidation of the Acquired Fund, Fund will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Code and the Acquiring Fund and the Acquired Fund shall have distributed will each be a "party to its shareholders, in a distribution or distributions qualifying for reorganization," within the deduction for dividends paid under meaning of Section 561 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of its the Acquired Fund solely (except to the extent cash payments are made in lieu of fractional shares) in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund. (c) No gain or loss will be recognized by the Acquired Fund upon the transfer of all the Acquired Fund's assets to the Acquiring Fund solely (except to the extent cash payments are made in lieu of fractional shares) in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund or upon the distribution of the Acquiring Fund Shares (and cash payments in lieu of fractional shares) to the Acquired Fund Shareholders in complete liquidation of the Acquired Fund. (d) No gain or loss will be recognized by Acquired Fund Shareholders upon the exchange of their Acquired Fund shares solely (except to the extent cash payments are made in lieu of fractional shares) for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Acquired Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of Acquired Fund shares exchanged therefor by such shareholder (after taking into account fractional shares surrendered by such shareholder). The holding period of the Acquiring Fund Shares received by each Acquired Fund Shareholder will include the period during which the Acquired Fund shares exchanged therefor were held by such shareholder, provided such Acquired Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Acquired Fund's assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Acquired Fund immediately before the Reorganization. The holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund. (g) The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. No opinion will be expressed as to (i) the effect of the Reorganization on (A) the Acquired Fund or the Acquiring Fund with respect to gain or loss on any asset that is required to be recognized for U.S. federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system o▇ ▇▇counting and (B) any Acquired Fund Shareholder or Acquiring Fund shareholder that is required to recognize unrealized gains and losses for U.S. federal income tax purposes under a mark-to-market system o▇ ▇▇counting, or (C) the Acquired Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company taxable income (as defined in Section 852(b)(21297(a) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over or (ii) its deductions disallowed under Sections 265 and 171(a)(2any other federal tax issues (except those set forth above) of the Code for its taxable year ending on the Closing Date, and all state, local or foreign tax issues of its net capital gain (any kind. Such opinion shall be based on customary assumptions and representations as such term is used in Sections 852(b)(3)(A) Chapman and (C) Cutler LLP ▇▇▇ ▇▇▇sonab▇▇ ▇▇▇uest of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlyand the Acquired Fund, the dividend distribution that and the Acquiring Fund normally would and the Acquired Fund will cooperate to make in December and certify the accuracy of 2004 shall have been made to shareholders of record prior such representations. Notwithstanding anything herein to the Closingcontrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this Section 8.7.

Further conditions precedent. If any The obligations of the conditions set forth below does not exist on Acquired Fund or before the Closing Date with respect Acquiring Fund hereunder shall also be subject to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementfollowing: 8.1 Section 8.1. This Agreement and the transactions contemplated herein, with respect to the Acquired Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with applicable law and the provisions of the Acquired Fund's Declaration of Trust and By-Laws. In addition, the issuance of Acquiring Fund Shares as contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding shares of the Acquiring Fund in accordance with applicable law, the requirements of the NYSE and the provisions of the Safeco TrustAcquiring Fund's Declaration of Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this Paragraph Section 8.1;. 8.2 Section 8.2. On the Closing Date, the SEC shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, with this Agreement or the transactions contemplated herein;. 8.3 Section 8.3. All required consents of other parties and all other consents, orders orders, and permits of federal, state and local regulatory authorities (including those of the Commission SEC and of state Blue Sky and securities authorities, including any necessary "no-action" positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby herein shall have been obtained, except where failure . The Acquiring Fund Shares being issued and delivered to obtain any such consent, order or permit would not involve a risk of a material adverse effect the Acquired Fund pursuant to this Agreement shall be listed on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;NYSE. 8.4 Section 8.4. The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act 1933 Act, and no stop orders order suspending the effectiveness of such Registration Statement thereof shall have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities 1933 Act;. 8.5 Section 8.5. The parties Acquired Fund shall have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders all of the Acquired Fund's investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income excludible from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any capital loss carryforward). Section 8.6. The Funds shall have received an opinion of Wilmer Cutler Pickering on the Closing Date opinions from ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP and/or ▇▇▇r ▇▇▇, ▇ ▇▇▇▇▇▇▇▇tory ▇ LLP, as applicable, dated as of the Closing Date, substantially to the effect that: (a) Each Fund has been formed as a voluntary association with transferable shares of beneficial interest commonly referred to as a "Massachusetts business trust," and is existing under the laws of the Commonwealth of Massachusetts and, as far as counsel knows, has the power as a business trust to own all of its properties and assets and carry on its business as presently conducted in accordance with the description thereof in the Registration Statement (b) Each Fund is registered as a closed-end management investment company under the 1940 Act, and, to such counsel's knowledge, such registration under the 1940 Act is in full force and effect. (c) Assuming that the Acquiring Fund Shares to be issued and delivered to the Acquired Fund on behalf of the Acquired Fund Shareholders will be issued in accordance with the terms of this Agreement and as provided by this Agreement, such Acquiring Fund Shares are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable except that shareholders of the Acquiring Fund may, under certain circumstances, be held personally liable for its obligations, and no shareholder of the Acquiring Fund has, as such holder, any preemptive rights to acquire, purchase or subscribe for any securities of the Acquiring Fund under the Acquiring Fund's Declaration of Trust, By-Laws or Massachusetts law. (d) The Registration Statement is effective and, to such counsel's knowledge, no stop order under the 1933 Act pertaining thereto has been issued, and to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for (i) the exchange of the assets of the Acquired Fund for Acquiring Fund Shares and the assumption of Acquired Fund liabilities pursuant to this Agreement or (ii) the issuance of Acquiring Fund Shares pursuant to this Agreement, in each case, except as have been obtained. (e) The execution and delivery of this Agreement did not, and the issuance and delivery to the Acquired Fund of Acquiring Fund Shares in accordance with the terms of this Agreement will not, violate the Acquiring Fund's Declaration of Trust or By-Laws (assuming approval of the Acquired Fund's shareholders has been obtained in accordance with the requirements of the Acquired Fund's Declaration of Trust and By-Laws). (f) The execution and delivery of this Agreement did not, and the transfer by the Acquired Fund of its assets to the Acquiring Fund in accordance with the terms of this Agreement will not, violate the Acquired Fund's Declaration of Trust or By-Laws (assuming approval of the Acquired Fund's shareholders has been obtained in accordance with the requirements of the Acquired Fund's Declaration of Trust and By-Laws). Insofar as the opinion expressed above relates to or is dependent upon matters governed by the Commonwealth of Massachusetts, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP may rely on the opinion of ▇▇▇▇▇▇▇ ▇he Safeco Trust ▇▇▇▇▇▇▇▇ LLP. The delivery of the opinions above is conditioned upon receipt by applicable counsel of such customary representations as it shall reasonably request of the Acquiring Fund and the Acquired Fund. Section 8.7. The Funds shall have received an opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP addressed to the Acquiring Trust Fund and subject to customary assumptions and qualifications, the Acquired Fund substantially to the effect that for federal income tax purposes purposes: (a) The transfer of all of the acquisition Acquired Fund's assets to the Acquiring Fund in exchange solely (except to the extent cash payments are made in lieu of fractional shares) for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Acquired Assets solely in exchange for the issuance liabilities of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the pro rata distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders of all the Acquiring Fund Shares (and cash payments in exchange for their lieu of fractional shares) received by the Acquired Fund Shares and the termination in complete liquidation of the Acquired Fund, Fund will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Code and the Acquiring Fund and the Acquired Fund shall have distributed will each be a "party to its shareholders, in a distribution or distributions qualifying for reorganization," within the deduction for dividends paid under meaning of Section 561 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of its the Acquired Fund solely (except to the extent cash payments are made in lieu of fractional shares) in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund. (c) No gain or loss will be recognized by the Acquired Fund upon the transfer of all the Acquired Fund's assets to the Acquiring Fund solely (except to the extent cash payments are made in lieu of fractional shares) in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund or upon the distribution of the Acquiring Fund Shares (and cash payments in lieu of fractional shares) to the Acquired Fund Shareholders in complete liquidation of the Acquired Fund. (d) No gain or loss will be recognized by Acquired Fund Shareholders upon the exchange of their Acquired Fund shares solely (except to the extent cash payments are made in lieu of fractional shares) for Acquiring Fund Shares in the Reorganization. (e) The aggregate basis of the Acquiring Fund Shares received by each Acquired Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of Acquired Fund shares exchanged therefor by such shareholder (after taking into account fractional shares surrendered by such shareholder). The holding period of the Acquiring Fund Shares received by each Acquired Fund Shareholder will include the period during which the Acquired Fund shares exchanged therefor were held by such shareholder, provided such Acquired Fund shares are held as capital assets at the time of the Reorganization. (f) The basis of the Acquired Fund's assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Acquired Fund immediately before the Reorganization. The holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund. (g) The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. No opinion will be expressed as to (i) the effect of the Reorganization on (A) the Acquired Fund or the Acquiring Fund with respect to gain or loss on any asset that is required to be recognized for U.S. federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a ▇▇▇▇-to-market system of accounting and (B) any Acquired Fund Shareholder or Acquiring Fund shareholder that is required to recognize unrealized gains and losses for U.S. federal income tax purposes under a ▇▇▇▇-to-market system of accounting, or (C) the Acquired Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company taxable income (as defined in Section 852(b)(21297(a) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over or (ii) its deductions disallowed under Sections 265 and 171(a)(2any other federal tax issues (except those set forth above) of the Code for its taxable year ending on the Closing Date, and all state, local or foreign tax issues of its net capital gain (any kind. Such opinion shall be based on customary assumptions and representations as such term is used in Sections 852(b)(3)(A) ▇▇▇▇▇▇▇ and (C) ▇▇▇▇▇▇ LLP may reasonably request of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlyand the Acquired Fund, the dividend distribution that and the Acquiring Fund normally would and the Acquired Fund will cooperate to make in December and certify the accuracy of 2004 shall have been made to shareholders of record prior such representations. Notwithstanding anything herein to the Closingcontrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this Section 8.7.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 8.2 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 8.3 The parties shall have received an opinion of Wilmer Cutler Pickering Bingham McCutchen LLP, satisfactory to the Acquired Trust and the Acqui▇▇▇▇ ▇▇u▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject bject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes (i) the acquisition by transfer to the Acquiring Fund of all of the assets of the Acquired Assets solely Fund in exchange solely for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in complete liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired FundFund and the Acquired Trust, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The , and each of the Acquired Trust and the Acquiring Fund shall have distributed will be a "party to its shareholders, a reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by the Acquired Trust on the transfer of the Acquired Assets to the Acquiring Fund solely in a distribution or distributions qualifying exchange for the deduction Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities, or upon the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund, except for dividends paid under (A) gain or loss that may be recognized on the transfer of "section 1256 contracts" as defined in Section 561 1256(b) of the Code, all (B) gain that may be recognized on the transfer of its stock in a "passive foreign investment company taxable income (company" as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D1297(a) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and or (C) any other gain that may be required to be recognized as a result of the Code), after reduction by any available capital loss carryforward, for its closing of the Acquired Trust's taxable year ending on year; (iii) the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution tax basis in the hands of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthlyof the Acquired Assets will be the same as the tax basis of such Acquired Assets in the hands of the Acquired Trust immediately prior to the transfer thereof, increased by the dividend distribution that amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Trust on the transfer; (iv) the holding periods of the Acquired Assets in the hands of the Acquiring Fund, other than assets with respect to which gain or loss is required to be recognized, will include in each instance the period during which such Acquired Assets were held by the Acquired Fund; (v) no gain or loss will be recognized by the Acquiring Fund normally would make upon its receipt of the Acquired Assets solely in December exchange for Acquiring Fund Shares and the assumption of 2004 shall have been made to shareholders the Assumed Liabilities; (vi) no gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of record prior to all of their Acquired Fund Shares for Acquiring Fund Shares as part of the Closing.Reorganization;

Further conditions precedent. If any The obligations of the conditions set forth below does not exist on Target Fund and the Acquiring Fund hereunder will also be subject to the fulfillment or before waiver of the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreementfollowing conditions: 8.1 This Agreement and the transactions contemplated herein shall will have been approved by the requisite vote of the Acquired Fund's shareholders holders of the outstanding common shares of the Target Fund in accordance with applicable law and the provisions of the Safeco Trust's Target Fund’s Declaration of Trust Instrument and By-Laws. In addition, and certified copies the issuance of Acquiring Fund Common Shares will have been approved by the requisite votes of the resolutions evidencing such approval by holders of the Acquired Fund's shareholders shall have been delivered by outstanding common shares of the Acquired Acquiring Fund to in accordance with applicable law, the requirements of any applicable national securities exchange and the provisions of the Acquiring Fund’s Declaration of Trust and By-Laws. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions condition set forth in this Paragraph Section 8.1;. 8.2 On The Commission will not have issued an unfavorable report under Section 25(b) of the Closing Date1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall will be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein;. 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) deemed necessary by either party hereto to permit consummation, in all material respects, consummation of the transactions contemplated hereby shall herein will have been obtainedobtained or made. All notices to, except where failure or consents or waivers from, other persons or other actions necessary to obtain any such consent, order permit consummation of the transactions contemplated herein will have been obtained or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself;made. 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall will have become effective under the Securities Act 1933 Act, and no stop orders suspending the effectiveness of such Registration Statement shall thereof will have been issued and, to issued. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose shall will have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇. 8.5 The Target Fund will have declared, ▇▇▇▇▇▇▇▇tory ▇▇ ▇he Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially prior to the Valuation Time, a dividend or dividends that, together with all previous such dividends, will have the effect that for federal income tax purposes the acquisition by the Acquiring Fund of distributing to its shareholders at least all of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Target Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its ’s investment company taxable income for all taxable periods ending on or before the Closing Date (as defined in Section 852(b)(2) of the Code determined computed without regard to Section 852(b)(2)(D) of the Code) any deduction for its taxable year ending on the Closing Datedividends paid), all of if any, plus the excess of (i) its interest income excludable excludible from gross income under Section 103(a) of the Code Code, if any, over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its all taxable year periods ending on or before the Closing Date, Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any available capital loss carryforward and excluding any net capital gain (as such term is used in Sections on which the Target Fund paid tax under Section 852(b)(3)(A) and (C) of the Code). 8.6 The Target Fund will have received an opinion from ▇▇▇▇▇▇ Price P.C., after reduction special counsel to the Acquiring Fund, and an opinion from ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, with respect to matters governed by any available capital loss carryforwardthe Laws of the Commonwealth of Massachusetts, for its taxable year ending on each dated as of the Closing Date; , substantially to the effect that: (a) The Acquiring Fund has been formed as a voluntary association with transferable shares of beneficial interest commonly referred to as a “Massachusetts business trust,” and is existing under the laws of the Commonwealth of Massachusetts and, to such counsel’s knowledge, has the power as a business trust to carry on its business as currently conducted as described in the definitive Joint Proxy Statement/Prospectus as filed with the Commission pursuant to Rule 497 under the 1933 Act. (b) The Acquiring Fund is registered as a closed-end management investment company under the 1940 Act, and, to such counsel’s knowledge, such registration under the 1940 Act is in full force and effect. (c) Assuming that the Acquiring Fund Common Shares will be issued in accordance with the terms of this Agreement, the Acquiring Fund Common Shares to be issued and delivered to the Target Fund on behalf of the Target Fund Common Shareholders as provided by this Agreement are duly authorized and, upon such delivery, will be validly issued and fully paid and non-assessable by the Acquiring Fund, except that, as described in the definitive Joint Proxy Statement/Prospectus as filed with the Commission pursuant to Rule 497 under the 1933 Act, shareholders of the Acquiring Fund may, under certain circumstances, be held personally liable for its obligations under Massachusetts law, and no shareholder of the Acquiring Fund has, as such holder, any preemptive rights to acquire, purchase or subscribe for any securities of the Acquiring Fund under the Acquiring Fund’s Declaration of Trust, By-Laws or Massachusetts law. (d) The Registration Statement is effective and, to such counsel’s knowledge, no stop order under the 1933 Act pertaining thereto has been issued. (e) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for consummation by the Acquiring Fund of the transactions contemplated herein, except as have been obtained. (f) The execution and delivery of this Agreement by the Acquiring Fund did not, and the consummation by the Acquiring Fund of the transactions contemplated herein will not, violate the Acquiring Fund’s Declaration of Trust or By-Laws. Insofar as the opinions expressed above relate to or are dependent upon matters that are governed by the laws of the Commonwealth of Massachusetts, ▇▇▇▇▇▇ Price P.C. may rely on the opinions of ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP. 8.7 The Acquiring Fund shall will have made received an opinion from Ropes & ▇▇▇▇ LLP, counsel to the Target Fund, dated as of the Closing Date, substantially to the effect that: (a) The Target Fund has been formed as a distribution voluntary association with transferable shares of capital gains beneficial interest commonly referred to as a “Massachusetts business trust,” and is existing under the laws of the Commonwealth of Massachusetts and, to such counsel’s knowledge, has the power as a business trust to carry on its shareholders business as currently conducted as described in November 2004 the definitive Joint Proxy Statement/Prospectus as filed with the Commission pursuant to Rule 497 under the 1933 Act. (b) The Target Fund is registered as a closed-end management investment company under the 1940 Act, and, to such counsel’s knowledge, such registration under the 1940 Act is in full force and effect. (c) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for consummation by the Target Fund of the transactions contemplated herein, except as have been obtained. (d) To the knowledge of such counsel, the Target Fund has the power to sell, assign, convey, transfer and deliver the assets as contemplated by this Agreement. (e) The execution and delivery of this Agreement by the Target Fund did not, and the consummation by the Target Fund of the transactions contemplated herein will not, violate the Target Fund’s Declaration of Trust or By-Laws (assuming the requisite approval of the Target Fund Common Shareholders has been obtained in accordance with its normal practices andDeclaration of Trust and By-Laws). 8.8 The Funds will have received an opinion of ▇▇▇▇▇▇ Price P.C., unless dated as of the Closing Date and addressed to the Acquiring Fund distributes and the Target Fund, substantially to the effect that for federal income monthly, tax purposes: (a) The transfer by the dividend distribution that Target Fund of substantially all its assets to the Acquiring Fund normally would make solely in December exchange for Acquiring Fund Common Shares and the assumption by the Acquiring Fund of 2004 shall have been made substantially all the liabilities of the Target Fund, immediately followed by the pro rata distribution of all the Acquiring Fund Common Shares so received by the Target Fund to shareholders the Target Fund Common Shareholders of record prior in complete liquidation of the Target Fund and the dissolution of the Target Fund as soon as practicable thereafter, will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and the Target Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the ClosingReorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of substantially all the Target Fund’s assets solely in exchange for Acquiring Fund Common Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund. (c) No gain or loss will be recognized by the Target Fund upon the transfer of substantially all its assets to the Acquiring Fund solely in exchange for Acquiring Fund Common Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund or upon the distribution (whether actual or constructive) of such Acquiring Fund Common Shares to the Target Fund Common Shareholders solely in exchange for such shareholders’ shares of the Target Fund in complete liquidation of the Target Fund. (d) No gain or loss will be recognized by the Target Fund Common Shareholders upon the exchange, pursuant to the Reorganization, of all their shares of the Target Fund solely for Acquiring Fund Common Shares, except to the extent the Target Fund Common Shareholders receive cash in lieu of a fractional Acquiring Fund Common Share. (e) The aggregate basis of the Acquiring Fund Common Shares received by each Target Fund Common Shareholder pursuant to the Reorganization (including any fractional Acquiring Fund Common Share to which a Target Fund Common Shareholder would be entitled) will be the same as the aggregate basis of the Target Fund common shares exchanged therefor by such shareholder. (f) The holding period of the Acquiring Fund Common Shares received by each Target Fund Common Shareholder in the Reorganization (including any fractional Acquiring Fund Common Share to which a Target Fund Common Shareholder would be entitled) will include the period during which the shares of the Target Fund exchanged therefor were held by such shareholder, provided such Target Fund common shares are held as capital assets at the effective time of the Reorganization. (g) The basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the effective time of the Reorganization. (h) The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which those assets were held by the Target Fund. No opinion will be expressed as to (1) the effect of the Reorganization on the Target Fund, the Acquiring Fund or any Target Fund Common Shareholder with respect to any asset (including, without limitation, any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized under federal income tax principles (a) at the end of a taxable year (or on the termination thereof) or (b) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion will be based on customary assumptions and such representations as ▇▇▇▇▇▇ Price P.C. may reasonably request of the Funds, and the Target Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Target Fund nor the Acquiring Fund may waive the conditions set forth in this Section 8.8.

Further conditions precedent. If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired FundPortfolio's shareholders in accordance with the provisions of the Safeco AmSouth Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired FundPortfolio's shareholders shall have been delivered by the Acquired Fund Portfolio to the Acquiring FundPortfolio. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering ▇▇▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇ ▇▇▇▇▇▇▇▇tory ▇ ▇▇▇▇ and ▇he Safeco ▇▇▇ LLP, satisfactory to the AmSouth Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund Portfolio of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Portfolio Shares to the Acquired Fund Portfolio and the assumption of the Assumed Liabilities by the Acquiring FundPortfolio, followed by the distribution by the Acquired FundPortfolio, in liquidation of the Acquired FundPortfolio, of Acquiring Fund Portfolio Shares to the Acquired Fund Portfolio Shareholders in exchange for their Acquired Fund Portfolio Shares and the termination of the Acquired FundPortfolio, will constitute a "reorganization" within the meaning of Section 368(a) of the Code;; and 8.6 The Acquired Fund Portfolio shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.