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EXHIBIT NO. 99.9
TRANSFER AGENT AGREEMENT
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TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into this 30th day of September,
1993, between SAFECO COMMON STOCK TRUST ("Trust"), a Delaware business trust,
and SAFECO SERVICES CORPORATION ("SAFECO Services"), a Washington corporation.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as a series type open-end, management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act") and has caused its
shares of beneficial interest ("Shares") to be registered for sale to the public
under the Securities Act of 1933 (the "1933 Act") and various state securities
laws; and
WHEREAS, the Trust intends to offer for public sale distinct series of
Shares of beneficial interest, each corresponding to a distinct portfolio
(individually, "a Series" and collectively "the Series"), and
WHEREAS, the Trust wishes to retain SAFECO Services as its transfer
agent, dividend and distribution disbursement agent, and shareholder services
agent on behalf of each Series as now exists or as hereafter may be established
which are listed on Exhibit A to this Agreement as amended from time to time
("Shares")
WHEREAS, SAFECO Services is qualified and authorized to act in such
capacities;
NOW, THEREFORE, It is agreed by the parties hereto as follows:
1. Appointment. The Trust on behalf of the Series hereby appoints SAFECO
Services as the Series' transfer agent, dividend and distribution disbursement
agent and shareholder services agent, and SAFECO Services agrees to act as such
upon the terms and conditions herein set forth.
2. Documents. The Trust agrees to deliver to SAFECO Services the following
documents to enable SAFECO Services to exercise its functions under this
Agreement: (a) copies of all basic corporate documentation, including the
Trust's Trust Instrument and Bylaws; (b) evidence of creation and authorization
for issue and sale of the Trust's Shares; (c) evidence of the status of the
Trust's Shares under applicable laws, including copies of the current
registration statement or post-effective amendments to the registration
statement of the Trust's securities under the Securities Act of 1933, copies of
current prospectuses and evidence of compliance with all applicable state
securities laws. The Trust shall furnish promptly to SAFECO Services a copy of
any amendment or supplement to the above-mentioned documents. The Trust shall
furnish to SAFECO Services any additional documents requested by SAFECO Services
as necessary to perform the services required hereunder.
3. Duties of SAFECO Services. SAFECO Services shall perform as agent of the
Trust on behalf of the Series the following duties:
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(a) Maintain a complete computerized record of each Series'
shareholders, including name(s) in which the Shares are registered, address,
account number, broker/dealer or registered representative number (if required),
type of account, number of Shares owned in certificate and non-certificate form,
dates and amounts of purchases and redemptions, dates and amounts of dividends
and capital gains distributed and reinvested, together with cost amounts.
(b) With respect to requests for the purchase, repurchase, redemption
or transfer of the Series' Shares and the receipt or disbursement of monies,
maintain records of all such transactions and from these records furnish to the
Trust as heretofore agreed, the following for each Series:
(1) Number of Shares purchased and dollar net asset value
per Share.
(2) Number of Shares repurchased or redeemed and dollar
net asset value per Share.
(3) Number of accumulated Shares outstanding.
(4) Number of opened and closed accounts.
(5) Current number of shareholder accounts.
(c) With respect to orders for the purchase of Shares of a Series
received by SAFECO Securities, Inc., principal underwriter of each Series'
Shares, from authorized broker/dealers or SAFECO registered representatives, and
orders for the repurchase of such Shares from authorized broker/dealers or
SAFECO registered representatives, SAFECO Services shall accept and execute such
orders at the prices per share next computed in accordance with Rule 22c-1 of
the Investment Company Act of 1940.
(d) Following receipt of payments, upon receipt of proper instructions,
SAFECO Services, as transfer agent, shall prepare computer input entries to
register each Series' Shares upon its books in such name or names as directed.
If the Trust elects to issue certificates representing Shares of a Series, such
certificates shall be issued, recorded and forwarded for delivery to proper
person(s) upon request. Whether or not certificates evidencing ownership are
issued, a confirmation showing the registration and listing the purchase
transaction shall be mailed to the Trust's shareholders.
Upon receipt of Shares for redemption or repurchase, in good delivery
form, SAFECO Services shall prepare computer input entries to clear the Shares
out of the shareholders' accounts and effect prompt payment to the authorized
broker/dealer or the shareholder.
(e) New investors or shareholders of the Trust may forward monies
directly to SAFECO Services for the purchase of shares under various plans as
described in the Trust's then current Prospectus.
With respect to such plans, SAFECO Services for each Series shall:
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(1) Receive monies for the purchase of full and fractional
Shares with respect to any of the Plans. When purchase orders are
received by SAFECO Services in proper form, they shall be time-stamped
and priced in accordance with Rule 22c-1 of the Investment Company Act
of 1940.
(2) Prepare computer input entries to effect the issuance of
confirmations, registration of Shares and recording of cost amounts in
shareholder accounts; record shares and net asset value amounts in the
Series' records; record shares and aggregate dollar amounts for
updating Blue Sky records, production reports, etc.
(3) Secure signed applications from each shareholder which
shall include details as to registration of Shares, social security
number, birth date (for accounts which require it), citizenship, type
of account, broker/dealer, registered representative (if required) and
signature(s).
(4) Maintain signed applications, correspondence, etc. for
individual shareholders.
(5) With respect to the redemption of Shares of a Series
tendered by shareholders:
(i) Accept redemption orders as described in the
Series' then current Prospectus directly from shareholders, or
their qualified agents, upon tender of properly endorsed
certificates which meet the redemption requirements of the
Trust. Shares not represented by certificates tendered by the
presentation of a written request signed by the shareholder
may be accepted without a signature guarantee provided a
signature is on file with SAFECO Services.
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(ii) Pay proceeds for Shares so tendered at the net
asset value per share next computed after receipt of tender in
accordance with Rule 22c-1 of the Investment Company Act of
1940 within the settlement period required by the Securities
Exchange Act of 1934.
(g) SAFECO Services shall perform all necessary details to complete any
transactions in connection with any exchange privileges as described in the
Series' then current Prospectus.
(h) SAFECO Services shall maintain a bank account in its own name with
any bank which qualifies under the Bylaws of the Trust, for deposit of funds
received in payment of Shares and for the withdrawal of funds in payment of
repurchases or redemptions of Shares, expenses and dividends and capital gains
distributions. After each computer run, written instructions, signed by
authorized officers or other authorized signatories, are to be forwarded to such
bank requesting the transfer of net balance to or from the Series' custodian
account with such bank.
(i) SAFECO Services shall perform all necessary details in connection
with any Withdrawal Plan, as described in the Series' then current Prospectus
including making the monthly or quarterly payments to the Plan participant, and
informing the Series with regard to Shares redeemed and total dollar amount
involved on each payment date.
Although a Withdrawal Plan terminates upon the death of the
shareholder, SAFECO Services shall not be responsible for any payments made or
other action taken in accordance with the provisions of the Plan until it has
knowledge of such death.
(j) With reference to the registration and transfer of Shares referred
to in Section (a) above, SAFECO Services shall be entitled to treat the person
in whose name any Shares are registered as the owner thereof for all purposes,
and shall not be bound to recognize any other person, whether or not SAFECO
Services shall have notice hereof, except as expressly provided under applicable
state law.
(k) SAFECO Services shall use reasonable efforts to assure the accuracy
of the records it maintains under this Agreement and to issue certificates or
register Shares only to those persons or entities entitled thereto.
When a transfer of shares is demanded, SAFECO Services shall
take reasonable steps to ascertain whether or not a transfer of the Shares
requested is duly authorized. If SAFECO Services fails to take such reasonable
steps, it will be liable to any insured party for any damages incurred as a
result. SAFECO Services' transfer obligations shall run to the owners of
beneficial interest in the Shares as well as to the owners of record. SAFECO
Services shall take reasonable steps to ascertain the identity and authority of
each assignor, where he is acting in a representative capacity.
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Before permitting a transfer of Shares, SAFECO Services shall
make reasonable efforts to insure that the transferee is properly described and
that the transfer instructions for the Shares are clear and not ambiguous or
subject to doubt.
(l) Upon receipt of proper instructions, SAFECO Services shall compile,
distribute or reinvest, authorized dividends and capital gains distributions to
Trust's shareholders. In this regard data shall be accumulated to enable SAFECO
Services to provide and process year-end income tax information for
shareholders, states and the Internal Revenue Service. Where required, taxes
shall be withheld from alien shareholders with foreign addresses and accumulated
for surrender to the Internal Revenue Service.
(m) Prior to each meeting of the Trust's or any Series' shareholders,
SAFECO Services shall address the Proxy Cards, prepare the Proxy Cards, Notice
of Meeting of Shareholders and Proxy Statement for mailing, and mail them to the
shareholders entitled to vote at such meeting. Upon their return by the
shareholders, SAFECO Services shall examine them and prepare a tabulation that
provides the following information for the Trust or Series as the case may be:
(1) Number of Shares outstanding and entitled to vote on
the record date for the meeting.
(2) Number of Shares voted by proxy.
(3) Number of Shares voting "for" each proposal.
(4) Number of Shares voting "against" each proposal.
(5) Number of Shares voting "abstain" for each proposal.
(6) Number of shareholders involved in each above
instance.
SAFECO Services shall prepare a certified list of shareholders eligible
to vote at each meeting which shall be available on the day of the meeting.
SAFECO Services shall also prepare an "Affidavit of Mailing" to be available for
reading at each meeting stating that on the appropriate date a responsible,
named individual caused the Notice of Meeting, Proxy Card and Proxy Statement to
be mailed by United States Mail, postage prepaid, to each and every shareholder
of the Shares entitled to vote at the meeting.
(n) Countersign all certificates to be issued to shareholders of the
Trust upon receipt of payments for the Shares and request of a certificate or
certificates representing the Shares being purchased.
(o) SAFECO Services in the performance of its duties may contract from
time to time with other persons to provide software or computer time. SAFECO
Services shall advise the Trust of any such arrangements.
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4. Appointment of Agents. SAFECO Services may at any time or times in its
discretion appoint (and may at any time remove) one or more other parties as
Agent to perform any or all of the services specified hereunder and carry out
such provisions of this Agreement as SAFECO Services may from time to time
direct; provided, however, that the appointment of any such Agent shall not
relieve SAFECO Services of any of its responsibilities or liabilities hereunder.
5. Record Keeping and Other Information. SAFECO Services shall create and
maintain all records required by all applicable laws, rules and regulations
relating to the services to be performed under this Agreement, including but not
limited to records required by Section 31(a) of the Investment Company Act of
1940 and the Rules thereunder, as the same may be amended from time to time. All
records shall be the property of the Trust and shall be available for inspection
and use by the Trust at all times. Where applicable, such records shall be
maintained by SAFECO Services for the periods and in the places required by Rule
31a-2 under the Investment Company Act of 1940.
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6. Net Asset Value. Wherever used herein, the term "net asset value" shall mean
the "net asset value" as computed for each Series or Class in accordance with
the Trust's Trust Instrument and Bylaws. If any amendment is made to said Trust
Instrument or Bylaws that changes the method of said computation, the Trust
shall give SAFECO Services immediate notice of such amendment.
7. Proper Instructions. The term "proper instructions" used in this Agreement
shall be deemed to mean any written instructions signed by authorized persons or
any oral instructions delivered in accordance with Trust requirements.
8. Disbursement of Funds. Funds deposited in the bank account maintained by
SAFECO Services shall not be disbursed to any trustee, officer or employee of
the Trust. This provision shall not be deemed to apply to dividend payments to
any trustee, officer, or employee in his or her capacity as shareholder. Neither
shall this provision apply to the above individuals upon payments to them for
any shares redeemed for their personal accounts.
9. Compensation. SAFECO Services shall receive from each Series of the Trust a
fee in accordance with the arrangements described in Exhibit B hereto as such
Exhibit may be amended from time to time. Exhibit B may be amended or additional
Exhibits may be added, as deemed necessary from time to time by written
agreement between the Trust and SAFECO Services. Deletion of Exhibit B shall be
in accordance with the termination provisions in paragraph 16 of this Agreement.
Each Exhibit B and any amendments thereto shall be dated and signed by the
parties to this Agreement.
10. Certification of Officers/Reliance upon Certifications.
(a) The Secretary of the Trust shall be, and is hereby, directed to
certify to SAFECO Services the names of the officers of the Trust, and their
respective signatures, and in case of any change of any holder of any such
office, the fact of such change, and the name of such new officer and the office
held by him or her, together with specimens of his or her signature. SAFECO
Services is hereby authorized to honor any instructions given to SAFECO Services
by any such new officer in respect of whom it has received any such certificate
with the same force and effect (and not otherwise), as if such new officer were
named in this Agreement in the place of any person with the same title of
office.
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(b) The Secretary of the Trust shall be, and is hereby, authorized and
directed to notify SAFECO Services promptly in writing of any change of officers
as above provided, and that until SAFECO Services has actually received and
accepted such notice of any such change, SAFECO Services is hereby authorized
and directed to act in pursuance of this Agreement and the latest certificates
theretofore received by it; and SAFECO Services shall be indemnified and saved
harmless from any loss suffered or liability incurred by it in so acting, even
though any such officer may have been changed.
11. Audits, Inspections and Visits. SAFECO Services shall make available during
regular business hours all records and other data created and maintained
pursuant to this Agreement for reasonable audit and inspection by the Trust, any
agent or person designated by the Trust, or any regulatory agency having
authority over the Trust. Upon reasonable notice by the Trust, SAFECO Services
shall make available during regular business hours its facilities and premises
employed in connection with its performance of this Agreement for reasonable
visits by the Trust, any agent or person designated by the Trust, or any
regulatory agency having authority over the Trust.
12. Acts of God, Etc. SAFECO Services shall not be liable for delays or errors
occurring by reason of circumstances beyond its control, including but not
limited to acts of civil or military authority, national emergencies, work
stoppages, fire, flood, catastrophe, acts of God, war, riot or failure of
communications equipment of common carriers or power supply. In the event of
equipment breakdowns beyond its control, SAFECO Services shall at no additional
expense to the Trust take reasonable steps to minimize service interruptions and
mitigate their effects but shall have no liability with respect thereto.
13. Liability and Indemnification.
(a) SAFECO Services shall use reasonable care in the performance of its
duties under this Agreement.
(b) SAFECO Services shall be entitled to receive and act on the advice
of counsel for the Trust which advice shall be at the expense of the Trust and
shall be without liability for any action taken, or things done, or omitted to
be done, pursuant to such advice.
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(c) SAFECO Services shall not be liable for, or considered to be, the
custodian of any money called for or represented by any check, draft, or other
instrument for the payment of money delivered to it, or on behalf of the Trust.
(d) The Trust shall indemnify and hold SAFECO Services harmless against
any losses, claims, damages, liabilities or expenses (including reasonable
attorneys' fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any
person other than the Trust, including by a
shareholder, which names SAFECO Services and/or the
Trust as a party, and is not based on and does not
result from SAFECO Services' willful misfeasance, bad
faith or negligence or reckless disregard of duties,
and arises out of or in connection with SAFECO
Services' performance hereunder; or
(2) any claim, demand, action or suit (except to the
extent contributed to by SAFECO Services' willful
misfeasance, bad faith or negligence or reckless
disregard of duties) which results from the
negligence of the Trust, or from SAFECO Services
acting upon any instruction(s) reasonably believed by
it to have been executed or communicated by any
person duly authorized by the Trust, or as a result
of SAFECO Services' acting in reliance upon advice
reasonably believed by SAFECO Services to have been
given by counsel for the Trust, or as a result of
SAFECO Services acting in reliance upon any
instrument or stock certificate reasonably believed
by it to have been genuine and signed, countersigned
or executed by the proper person.
14. Effective Date/Renewal. This Agreement shall become effective with respect
to the Trust and each Series on the date first written above or such later date
as indicated on Exhibits A or B and, unless sooner terminated as provided
herein, will continue in effect for two years from the above written date.
Thereafter, if not terminated, this Agreement shall continue in effect with
respect to each Series for successive annual periods ending on the same date of
each year, provided that such continuance is specifically approved at least
annually by a vote of the Board of Trustees of the Trust, including the vote of
a majority of the trustees who are neither interested persons of SAFECO Services
nor of the Trust at a meeting called for the purpose of voting on such
continuance.
15. Amendment. This Agreement may be modified by written mutual consent, such
consent on the part of the Trust to be authorized by the vote of the Board of
Trustees.
16. Termination.
(a) Either party hereto may, at any time on no less than sixty (60) days
prior written notice to the other, terminate this Agreement with respect to the
Trust or any Series (by deleting such Series from Exhibits A and B), in any
case, without the payment of any penalty.
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(b) Upon termination each Series shall pay to SAFECO Services such
compensation as may be due as of the date of such termination and shall likewise
reimburse SAFECO Services for its costs, expenses and disbursements.
(c) If a successor transfer agent is appointed by the Board of Trustees
of the Trust, SAFECO Services shall, upon termination, deliver to such successor
transfer agent at the office of the transfer agent, all transfer records then
held hereunder and all funds or other properties of the Trust and deposited with
or held by it hereunder.
(d) If no successor transfer agent is appointed, SAFECO Services shall,
in like manner, at its office, upon receipt of a certified copy of a vote of the
Trust's Board of Trustees deliver such transfer records, funds and other
properties in accordance with such vote.
(e) In the event that no written order designating a successor transfer
agent or certified copy of a vote of the shareholders shall have been delivered
to SAFECO Services on or before the date when such termination shall become
effective, then SAFECO Services shall have the right to deliver to a bank or
trust company doing business in Seattle, Washington, of its own selection,
having proper qualifications, all transfer records, funds and other properties
held by SAFECO Services and all instruments held by it relative thereto and all
other property held by it under this Agreement. Thereafter such bank or trust
company shall be the successor of SAFECO Services under this Agreement.
(f) In the event that transfer records, funds and other properties
remain in the possession of SAFECO Services after the date of termination hereof
owing to failure of the Trust to procure the certified copy above referred to,
or of the trustees to appoint a successor transfer agent, SAFECO Services shall
be entitled to fair compensation for its services during such period and the
provisions of this Agreement relating to the duties and obligations of SAFECO
Services shall remain in full force and effect.
17. Limitation of Liability. SAFECO Services is hereby expressly put on notice
of (i) the limitation of shareholder, officer and trustee liability as set forth
in the Trust Instrument of the Trust and (ii) of the provisions in the Trust
Instrument permitting the establishment of separate Series and limiting the
liability of each Series to obligations of that Series. SAFECO Services hereby
agrees that obligations assumed by the Trust pursuant to this Agreement are in
all cases assumed on behalf of a particular Series and each such obligation
shall be limited in all cases to that Series and its assets. SAFECO Services
agrees that it shall not seek satisfaction of any such obligation from the
shareholders or any individual shareholder of the Trust nor from the officers or
trustees or any individual officer or trustee of the Trust.
18. Entire Agreement/Enforcement of Rights. This Agreement embodies the entire
agreement between SAFECO Services and the Trust with respect to the services to
be provided by SAFECO Services to the Trust and each Series and supersedes any
prior written or oral agreement between those parties. In the event that either
party should be required to take legal action in order to enforce its rights
under this Agreement, the prevailing party in any such action or proceeding
shall be entitled to recover from the other party costs and reasonable
attorneys' fees.
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In the event that either party should be required to take legal action in order
to enforce its rights under this Agreement, the prevailing party in any such
action or proceeding shall be entitled to recover from the other party costs and
reasonable attorney's fees.
19. Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. This Agreement may be executed
in counterparts, each of which taken together shall constitute one and the same
instrument. SAFECO Services understands that the rights and obligations of each
Series under the Trust Instrument are separate and distinct from those of any
and all other Series.
20. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington and, to the extent it
involves any United States statute, in accordance with the laws of the United
States.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their proper officers as of the day and year first above written.
SAFECO COMMON STOCK TRUST
By /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
By /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Secretary
SAFECO SERVICES CORPORATION
By /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
By /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Secretary
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EXHIBIT A
SAFECO COMMON STOCK TRUST
The SAFECO Common Stock Trust consists of the following Series:
1. SAFECO Growth Fund
2. SAFECO Equity Fund
3. SAFECO Income Fund
4. SAFECO Northwest Fund
As of 9-30-93
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EXHIBIT A
SAFECO COMMON STOCK TRUST
SAFECO BALANCED FUND
The SAFECO Common Stock Trust consists of the following additional Series, which
is made a party to this Agreement pursuant to Section 14 of the Agreement:
1. SAFECO Balanced Fund
SAFECO Asset Management Company SAFECO Common Stock Trust
on behalf of
SAFECO Balanced Fund
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxx
---------------------------- ---------------------------
Its: President Its: President
Attest: /s/ Xxxx X. Xxxxxx Attest: /s/ Xxxx X. Xxxxxx
------------------------ -----------------------
Secretary Assistant
Secretary
As of 11-10-95
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EXHIBIT A
SAFECO COMMON STOCK TRUST
SAFECO INTERNATIONAL STOCK FUND
The SAFECO Common Stock Trust consists of the following additional Series, which
is made a party to this Agreement pursuant to Section 14 of the Agreement:
1. SAFECO International Stock Fund
SAFECO Asset Management Company SAFECO Common Stock Trust
on behalf of
SAFECO International Stock Fund
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxx
-------------------------- -----------------------
Its: President Its: President
Attest: /s/ Xxxx X. Xxxxxx Attest: /s/ Xxxx X. Xxxxxx
---------------------- -------------------
Secretary Assistant
Secretary
As of 11-10-95
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EXHIBIT A
SAFECO COMMON STOCK TRUST
SAFECO SMALL COMPANY STOCK FUND
The SAFECO Common Stock Trust consists of the following additional Series, which
is made a party to this Agreement pursuant to Section 14 of the Agreement:
1. SAFECO Small Company Stock Fund
SAFECO Asset Management Company SAFECO Common Stock Trust
on behalf of
SAFECO Small Company Stock Fund
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxx
-------------------------- -------------------------
Its: President Its: President
Attest: /s/ Xxxx X. Xxxxxx Attest: /s/ Xxxx X. Xxxxxx
---------------------- ---------------------
Secretary Assistant
Secretary
As of 11-10-95
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EXHIBIT B
SAFECO COMMON STOCK TRUST
ALL SERIES
FEE SCHEDULES
(a) SAFECO Services shall receive from each Series of the Trust a fee
of $3.10 for each transaction which amount shall be billed and paid monthly.
(b) For purposes of this Section transaction means:
(i) any event which results in a change in the number of
outstanding Shares of an account for which a confirmation is
generated, except that confirmations generated as a result of
or to correct an error made by SAFECO Services shall not be
included;
(ii) any cash dividend or distribution;
(iii) any change in the form of registration, or
changes in address.
SAFECO Services Corporation SAFECO Common Stock Trust
on behalf of each Series
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
----------------------- ---------------------------
Its: President Its: President
Attest: /s/ Xxxx X. Xxxxxx Attest: /s/ Xxxx X. Xxxxxx
------------------- -----------------------
Secretary Assistant Secretary
As of 5-5-94
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