Exhibit 99.5(B)
SELLING AGREEMENT
This Selling Agreement ("Agreement") is entered into by and between SAFECO
Securities, Inc. ("Distributor") and the undersigned broker-dealer ("Broker-
Dealer") effective as of the date written below.
WHEREAS, Distributor is a broker-dealer registered with the Securities and
Exchange Commission ("SEC") and the National Association of Securities Dealers,
Inc. ("NASD") and is the general distributor and principal underwriter of the
Advisor Class A, Advisor Class B and Advisor Class C Shares ("Load Shares") and
the No-Load Class Shares ("No-Load Shares," and together with the Load Shares,
"Shares") of the SAFECO mutual funds ("Funds") listed in Exhibit A (which
Exhibit A may be amended from time to time by Distributor with notice to Broker-
Dealer);
WHEREAS, Distributor agrees to sell to Broker-Dealer Load Shares that are
purchased by Distributor from the Funds for resale on a best efforts basis by
Broker-Dealer as principal, and Broker-Dealer agrees to tender Load Shares
directly to the Funds or their agent for redemption or repurchase;
WHEREAS, Broker-Dealer is also an investment adviser registered with the SEC
and/or the various states in which it is required to be registered; and
WHEREAS, Broker-Dealer offers its clients, members or customers ("Customers") an
asset allocation program, and Distributor and Broker-Dealer desire that No-Load
Shares of the Funds be offered to Customers through such asset allocation
program;
THEREFORE Distributor and Broker-Dealer agree as follows:
A. LOAD SHARES
1. Distribution of Load Shares. Broker-Dealer shall offer and sell Load
Shares at the public offering price next determined after the order is received,
in accordance with the terms of the then current Trust prospectus and statement
of additional information for Load Shares ("Load Prospectus").
2. Compensation.
(a) Distributor shall provide Broker-Dealer with appropriate compensation
for selling the Load Shares, in accordance with the then current schedule of
dealer compensation which will be available from Distributor upon request and be
set forth in the Load Prospectus. Broker-Dealer will not be entitled to any
concession on the purchase of a Fund's Load Shares through the reinvestment of
any distributions made by such Fund. Such reinvestments will be made at
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net asset value per share. Purchases of Load Shares made under a cumulative
purchase privilege shall be considered an individual transaction for the purpose
of determining the concession from the public offering price to which Broker-
Dealer is entitled.
(b) Where a Fund has adopted a plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (a "Plan"), Distributor may elect from time to
time to make payments to Broker-Dealer as provided under such Plan (in addition
to the compensation, if any, provided for in paragraph 2(a) of this Agreement)
for providing distribution and other related services. Such payments shall be
made in the amount set forth in the schedule of distribution payments and
service payments issued by, and available upon request from, Distributor.
Broker-Dealer will not be paid such fees until Distributor has received the
service and distribution fees described in the Load Prospectus for the period in
which Broker-Dealer provides the distribution and other related services.
Broker-Dealer agrees to provide to Distributor at least annually or as required
by the Trust's Board of Trustees a description of the services provided by
Broker-Dealer pursuant to this paragraph.
(c) Upon notice to Broker-Dealer, Distributor or any Fund may from time to
time change, amend or discontinue any discount, concession, distribution payment
or service payment schedule issued by Distributor from time to time and may
issue a new or replacement schedule. Broker-Dealer shall have no vested interest
in any type, amount or rate of discount, concession, distribution or service
payment. Broker-Dealer shall have no claim against Distributor or any Fund by
virtue of any change or diminution in the rate or amount of, or discontinuance
of, discount, concession, distribution or service payment in connection with the
sale of any Load Shares.
3. Redemptions-Repurchases.
(a) Load Shares presented to Distributor for redemption will be redeemed
at the net asset value of such Load Shares in accordance with the Load
Prospectus; provided that redemptions of Load Shares subject to the imposition
of a contingent deferred sales charge ("CDSC Shares") will be redeemed at the
net asset value of such CDSC Shares, less any applicable contingent deferred
sales charge, as set forth in the Load Prospectus.
(b) Repurchases of Load Shares will be made at the net asset value of such
Load Shares; provided that repurchases of CDSC Shares will be made at the net
asset value of such CDSC Shares, less any applicable contingent deferred sales
charges, as set forth in the Load Prospectus.
(c) Broker-Dealer shall be responsible for determining, in accordance with
the Load Prospectus, whether, and the extent to which, a contingent deferred
sales charge is applicable to a redemption of Load Shares from a customer
account; and Broker-Dealer agrees to present immediately to Distributor any
contingent deferred sales charge to which such redemption was subject. If
Broker-Dealer holds Load Shares subject to a contingent deferred sales charge,
it shall
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have the capability to track and account for such charges; and Distributor
reserves the right, at its discretion, to verify that capability through
inspection of Broker-Dealer's tracking and accounting system or otherwise.
4. Orders.
(a) Distributor will treat all orders as not entitled to any reduced sales
charge beyond that accorded to the amount of the purchase order as determined by
the schedule set forth in the Load Prospectus, unless Broker-Dealer advises
Distributor otherwise in writing when placing the order.
(b) All orders are subject to acceptance and rejection by the Distributor.
Distributor reserves the right in its discretion to suspend sales or to withdraw
the offering of Load Shares of any Fund or classes thereof, in whole or in part,
or to make a limited offering of such Load Shares.
(c) Distributor shall not accept from Broker-Dealer any conditional orders
for Load Shares. Delivery of share certificates, if any, for Load Shares
purchased shall be made by the Funds only against receipt of the purchase price.
If payment for Load Shares purchased is not received within seven days, or any
lesser period as may be required by law, the sale may be canceled forthwith
without any responsibility or liability on Distributor's or the applicable
Fund's part (in which case Broker-Dealer will be responsible for any loss,
including loss of profit, suffered by the Fund resulting from Broker-Dealer's
failure to make payment as aforesaid), or, at Distributor's option, Distributor
may sell the Load Shares ordered back to the Fund (in which case Distributor may
hold Broker-Dealer responsible for any loss including loss of profit suffered by
Distributor resulting from Broker-Dealer's failure to make payment as
aforesaid).
(d) If Broker-Dealer uses telephonic, telex, telegraphic or facsimile
means to transmit orders, exchanges or redemptions on behalf of customers for
Load Shares, Broker-Dealer hereby agrees to indemnify Distributor, the Funds,
SAFECO Asset Management Company ("XXX"), SAFECO Services Corporation ("Transfer
Agent"), and all directors, trustees, officers, and employees of each, for any
loss, injury, damage, expense or liability as a result of Distributor's actions
based on such telephonic, telex, telegraphic or facsimile orders, exchanges or
redemption requests if an order, exchange or redemption request placed by
Broker-Dealer was erroneous or not authentic and Distributor, in good faith acts
on such request, or if Distributor has refused to execute such request for any
reason.
(e) Broker-Dealer shall not withhold placing customers' orders for any
Load Shares so as to profit as a result of such withholding. Broker-Dealer shall
not purchase any Load Shares except for the purpose of covering purchase orders
already received by Broker-Dealer. Broker-Dealer shall not purchase any Load
Shares from Distributor other than for bona fide investment or for the purpose
of covering purchase orders already received. Neither Distributor nor Broker-
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Dealer shall, as principal, purchase Load Shares from a record holder at a price
lower than the bid price (net asset value per share less any applicable
contingent deferred sales charge) next quoted by or for the issuing Fund.
5. Offering Prices. Upon request, Distributor will furnish Broker-Dealer with
public offering prices for the Load Shares in accordance with the Load
Prospectus; and Broker-Dealer agrees to quote such prices subject to
confirmation by Distributor on any Load Shares offered by Broker-Dealer for
sale.
6. Status. In all sales of Load Shares to the public, Broker-Dealer shall act
in the capacity of independent contractor as a dealer for Broker-Dealer's own
account and in no transaction shall Broker-Dealer have any authority to act or
hold itself out as agent for Distributor, the Trust or any Fund. Nothing in this
Agreement including the use of the words "discount," "concession" or "payment"
shall cause Broker-Dealer to be a partner, employee or agent of the Distributor
or give Broker-Dealer any authority to act for Distributor, the Trust or any
Fund. Neither Distributor, the Trust or any Fund nor any affiliates, directors,
officers, employees or agents of each shall be liable for any obligation, act or
omission of Broker-Dealer, its directors, officers, registered representatives,
employees or agents. Broker-Dealer is solely responsible for training and
supervising its Associated Persons as defined in the Securities Exchange Act of
1934. Broker-Dealer and its Associated Persons shall be responsible to determine
the suitability of the Funds, and any class thereof, as an investment for its
customers.
7. Refunds. If, within seven business days after confirmation by Distributor
of Broker-Dealer's original purchase order for Load Shares, such Load Shares are
repurchased by the issuing Fund or by Distributor for the account of such Fund
or are tendered for redemption by the customer, (i) Broker-Dealer shall
forthwith refund to Distributor the full discount retained by, or concession
paid to, Broker-Dealer on the original sale pursuant to paragraph 2(a) of this
Agreement and any distribution payments and service payments relating thereto
made to Broker-Dealer pursuant to paragraph 2(b) of this Agreement and (ii)
Distributor shall, as applicable, forthwith pay to such Fund Distributor's share
of the sales charge on the original sale by Distributor, and shall also pay such
Fund the refund received under clause (i). Broker-Dealer shall refund to the
Fund immediately upon receipt the amount of any dividends or distributions paid
to Broker-Dealer as nominee for Broker-Dealer's customers with respect to
redeemed or repurchased Load Shares to the extent that the proceeds of such
redemption or repurchase may include the dividends or distributions payable on
such Load Shares. In the case of certificated Load Shares, Broker-Dealer shall
be notified by Distributor of such repurchase or redemption within ten days of
the date on which a properly executed Share certificate and stock power together
with appropriate supporting papers is delivered to Distributor or to such Fund;
and in the case of uncertificated Load Shares, Broker-Dealer shall be notified
by Distributor of such repurchase or redemption within ten days of such
repurchase or redemption.
8. Representations. By signing this Agreement, Broker-Dealer represents and
warrants that it (i) is a registered broker-dealer under the Securities Exchange
Act of 1934, as amended;
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(ii) is qualified to act as a broker-dealer in each jurisdiction and state in
which it will offer Load Shares; (iii) is a member in good standing of the NASD;
and (iv) will maintain such registrations, qualifications and memberships
throughout the term of this Agreement. The termination of Broker-Dealer's
membership with the NASD will immediately and automatically terminate this
Agreement. Broker-Dealer shall comply with all applicable federal laws, the laws
of each jurisdiction and state in which it will offer Load Shares and the rules,
regulations and requirements of the NASD, the U.S. Department of Treasury's
Office of Foreign Assets Control, or any other regulatory or self-regulatory
organization now or hereafter in existence whose rules and regulations govern
the offer and sale of Shares.
B. NO-LOAD SHARES
1. Asset Allocation Program. Broker-Dealer may, in connection with its asset
allocation program, sell No-Load Shares of any Funds identified in Exhibit A
hereto to Customers participating in Broker-Dealer's asset allocation program.
2. Determination of Net Asset Value. Broker-Dealer shall offer and sell No-
Load Shares at the net asset value next determined after the order is received,
in accordance with the terms of the then current Trust prospectus and statement
of additional information for No-Load Shares ("No-Load Prospectus").
3. Redemptions-Repurchases.
(a) No-Load Shares presented to Distributor for redemption will be
redeemed at the net asset value of such No-Load Shares in accordance with the
No-Load Prospectus.
(b) Repurchases of No-Load Shares will be made at the net asset value of
such No-Load Shares.
4. Orders.
(a) All orders are subject to acceptance and rejection by the Distributor.
Distributor reserves the right in its discretion to suspend sales or to withdraw
the offering of No-Load Shares of any Fund, in whole or in part, or to make a
limited offering of such No-Load Shares.
(b) Distributor shall not accept from Broker-Dealer any conditional orders
for No-Load Shares. Delivery of share certificates, if any, for No-Load Shares
purchased shall be made by the Funds only against receipt of the purchase price.
If payment for No-Load Shares purchased is not received within seven days, or
any lesser period as may be required by law, the sale may be canceled forthwith
without any responsibility or liability on Distributor's or the applicable
Fund's part (in which case Broker-Dealer will be responsible for any loss,
including loss of profit, suffered by the Fund resulting from Broker-Dealer's
failure to make payment as aforesaid), or, at Distributor's option, Distributor
may sell the No-Load Shares ordered back to
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the Fund (in which case Distributor may hold Broker-Dealer responsible for any
loss including loss of profit suffered by Distributor resulting from Broker-
Dealer's failure to make payment as aforesaid).
(c) If Broker-Dealer uses telephonic, telex, telegraphic or facsimile
means to transmit orders, exchanges or redemptions on behalf of customers for
No-Load Shares, Broker-Dealer hereby agrees to indemnify Distributor, the Funds,
XXX, the Transfer Agent and all directors, trustees, officers, and employees of
each, for any loss, injury, damage, expense or liability as a result of
Distributor's actions based on such telephonic, telex, telegraphic or facsimile
orders, exchanges or redemption requests if an order, exchange or redemption
request placed by Broker-Dealer was erroneous or not authentic and Distributor,
in good faith acts on such request, or if Distributor has refused to execute
such request for any reason.
(d) Broker-Dealer shall not withhold placing customers' orders for any No-
Load Shares so as to profit as a result of such withholding. Broker-Dealer shall
not purchase any No-Load Shares except for the purpose of covering purchase
orders already received by Broker-Dealer. Broker-Dealer shall not purchase any
No-Load Shares from Distributor other than for bona fide investment or for the
purpose of covering purchase orders already received. Neither Distributor nor
Broker-Dealer shall, as principal, purchase No-Load Shares from a record holder
at a price lower than the net asset value next quoted by or for the issuing
Fund.
5. Status. Broker-Dealer shall act in the capacity of independent contractor
and in no transaction shall Broker-Dealer have any authority to act or hold
itself out as agent for Distributor, the Trusts or any Fund. Nothing in this
Agreement shall cause Broker-Dealer to be a partner, employee or agent of the
Distributor or give Broker-Dealer any authority to act for Distributor, the
Trusts or any Fund. Neither Distributor, the Trusts or any Fund or any
affiliates, directors, officers, employees or agents of each shall be liable for
any obligation, act or omission of Broker-Dealer, its directors, officers,
associated persons, employees or agents. As an investment adviser to its
Customers, Broker-Dealer shall make investment recommendations for its Customers
based solely on the best interests of its Customers. Broker-Dealer and its
associated persons shall be responsible to determine the suitability of the
Funds and the No-Load Shares as an investment for its Customers.
6. Representations.
(a) Broker-Dealer represents and warrants that it shall comply with all
requirements applicable to it by reason of all applicable laws, including
federal and state securities laws, the Rules and Regulations of the SEC,
including, without limitation, all applicable requirements of the 1933 Act.
Broker-Dealer further represents and warrants that it shall maintain all records
required by applicable law or otherwise reasonably requested by the Trusts
relating to the services provided by it pursuant to the terms of this Agreement.
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(b) Broker-Dealer represents and warrants that it is an investment adviser
registered with the SEC under the Investment Advisers Act of 1940 and/or
registered as an investment adviser with the various states as required.
C. GENERAL
1. Activities.
(a) No person is authorized to make any representations concerning the
Shares of the Funds and classes thereof for public use except those contained in
the Load or No-Load Prospectus, as applicable, and other printed sales
literature authorized and issued by Distributor or the Funds' investment
manager, XXX. Broker-Dealer shall not use any sales literature, supplemental
sales literature or advertising material (including material disseminated
through radio, television or other electronic media) of any kind without prior
written approval of Distributor, unless it has been furnished by Distributor for
such purposes. Broker-Dealer agrees to indemnify Distributor, the Funds, XXX and
Transfer Agent, and all directors, trustees, officers, employees and "control
persons" within the meaning of the securities laws ("Control Persons") of each
of them, for any loss, injury, damage, expense or liability arising from or
based upon any alleged or untrue statements or representations made by Broker-
Dealer, other than statements contained in the Load or No-Load Prospectus(es),
as applicable, or authorized printed sales literature. Distributor agrees to
indemnify Broker-Dealer, and all directors, trustees, officers, employees,
affiliates and Control Persons of each of them, for any loss, injury, damage,
expense or liability arising from or based upon the Distributor's failure to
fulfill its obligations hereunder, and any alleged untrue or misleading
statements or omissions contained in the Load or No-Load Prospectus(es), as
applicable, for the Funds or authorized printed sales literature supplied to the
Broker-Dealer by the Distributor or any of its affiliates.
(b) Distributor shall furnish Broker-Dealer, without charge and upon
request, reasonable quantities of the Load or No-Load Prospectuses, periodic
shareholder reports and sales literature authorized by Distributor for public
use. Broker-Dealer shall not distribute or make available to investors any
printed information furnished by Distributor which is marked "FOR DEALER USE
ONLY" or which otherwise indicates that it is confidential or not intended to be
distributed to investors.
(c) Broker-Dealer agrees to distribute the Load or No-Load Prospectuses,
as appropriate, and shareholder reports to customers in compliance with
applicable regulatory requirements, except to the extent that Distributor or its
affiliates expressly undertake, in writing, to do so on Broker-Dealer's behalf.
In connection with sales and offers to sell Shares, Broker-Dealer will furnish
each person to whom any such sale or offer is made with a copy of the Load or
No-Load Prospectus, as appropriate, for the issuing Fund prior to or
concurrently with the receipt of any order. Broker-Dealer shall not be required
to furnish a copy of the Funds' statement(s) of additional information, unless
applicable state law so requires.
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(d) Broker-Dealer shall not offer or sell Shares in any state where the
Shares are not qualified for sale under the state's blue sky laws or other
regulations.
(e) Broker-Dealer and its Associated Persons shall be responsible to
determine the suitability of the Funds, and any class thereof, as an investment
for its customers.
2. Multiple Classes. Broker-Dealer agrees in connection with any Fund that
offers multiple classes of Shares to comply with any policies regarding the sale
of classes of Shares as provided to Broker-Dealer from time to time by the
Distributor.
3. Indemnification.
(a) Broker-Dealer shall indemnify and hold harmless the Trust, Distributor
and its affiliates, directors, officers, employees, agents and Control Persons
of each in the event that Broker-Dealer, its directors, officers, employees,
registered representatives or agents violate any law, rule or regulation, or any
provision of this Agreement, which results in losses, claims, damages,
liabilities or expenses (including reasonable attorneys' fees and expenses) to
the Trusts or any Fund, Distributor and its affiliates, directors, officers,
employees, agents or Control Persons. Broker-Dealer shall also indemnify and
hold harmless the Trusts and Funds, Distributor and its affiliates, directors,
officers, employees, agents and Control persons against all losses, claims,
damages, liabilities or expenses (including reasonable attorneys' fees and
expenses) resulting from (i) the willful, reckless or negligent violation of any
law, regulation, contract or any other arrangement by Broker-Dealer, its
directors, officers, employees, registered representatives or agents or (ii) any
allegation arising out of or in connection with any offers or sales of Shares by
Broker-Dealer, its registered representatives, other employees or agents.
(b) Distributor shall indemnify and hold harmless the Trust and the
Broker-Dealer, and the affiliates, directors, officers, employees, agents and
Control Persons of each in the event that Distributor, its directors, officers,
employees, registered representatives or agents violate any law, rule or
regulation, or any provision of this Agreement, which results in losses, claims,
damages, liabilities or expenses (including reasonable attorneys' fees and
expenses) to the Trusts or any Fund, Broker-Dealer and its affiliates, directors
officers, employees, agents or Control Persons. Distributor shall also indemnify
and hold harmless the Trust, Broker-Dealer and its affiliates, directors,
officers, employees, agents and Control persons against all losses, claims,
damages, liabilities or expenses (including reasonable attorneys' fees and
expenses) resulting from (i) the willful, reckless or negligent violation of any
law, regulation, contract or any other arrangement by Distributor, its
directors, officers, employees, registered representatives or agents or (ii) any
allegation arising out of or in connection with any offers or sales of Shares by
Distributor, its registered representatives, other employees or agents.
(c) In consideration of Distributor and Transfer Agent (the transfer
agent, dividend and distribution disbursement agent and shareholder services
agent for the Funds) liquidating, exchanging, or transferring unissued Shares of
the Funds for customers of the Broker-Dealer
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without the use of original or underlying documentation supporting such
instructions (e.g., a signed stock power or signature guarantee), Broker-Dealer
hereby agrees to indemnify Distributor, Transfer Agent and each respective Fund
against any losses (including reasonable attorneys' fees and expenses) that may
arise from such liquidation, exchange or transfer of unissued Shares upon
Broker-Dealer's direction. This indemnification shall apply only to the
liquidation, exchange or transfer of unissued Shares in shareholder and house
accounts executed as wire orders transmitted via the National Securities
Clearing Corporations Fund/SERV system. Broker-Dealer represents and warrants to
Distributor, Transfer Agent and the Funds that all such transactions shall be
properly authorized by Broker-Dealer's customers.
The indemnification in this Section C.3(c) shall not apply to any losses
(including reasonable attorneys' fees and expenses) caused by a failure of
Distributor, Transfer Agent or a Fund to comply with any of the Broker-Dealer's
instructions governing any of the above transactions, or any negligent act or
omission of Distributor, Transfer Agent or a Fund, or any of their directors,
trustees, officers, employees or agents. All transactions shall be settled upon
Broker-Dealers confirmation through NSCC transmission to the Transfer Agent.
Distributor, Transfer Agent or Broker-Dealer may revoke the indemnity contained
in this Section11(c) upon prior written notice to each of the other parties
hereto, and in the case of such revocation, this indemnity agreement shall
remain effective as to trades made prior to such revocation.
4. Enforcement of Rights. Any controversy or claim arising out of or relating
to this Agreement or the validity, interpretation or breach thereof, which is
not settled by agreement among the parties, shall be settled exclusively by
arbitration in Seattle, Washington, in accordance with the rules then in effect
for the NASD and/or the American Arbitration Association. The arbitrators may
allocate attorneys' fees and arbitration costs between the parties. Judgment
upon the award rendered in any such arbitration may be enforced in any court
having jurisdiction.
5. Termination. Either party hereto may cancel this Agreement upon fifteen
(15) days' written notice to the other party. Upon termination of this
Agreement, all authorizations, rights and obligations hereunder shall cease
except:
(i) the provisions with respect to status of Broker-Dealer set forth in
Sections A(6) and B(5);
(ii) the obligation to settle accounts set forth in Section A(7);
(iii) the provisions with respect to representations made by the Broker-
Dealer in Section A(8) and B(6);
(iv) the provisions with respect to indemnification set forth in Section
C(3); and
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(v) the provisions with respect to enforcement of rights set forth in
Section C(4).
6. Communications. All communications to Distributor should be sent to SAFECO
Securities, Inc., XXXXXX Xxxxx, Xxxxxxx, XX 00000. Any notices to Broker-Dealer
shall be duly given if mailed, faxed or telegraphed to Broker-Dealer at the
address specified below.
7. Governing Law. This Agreement shall be binding upon receipt by the
Distributor in Seattle, Washington, of a counterpart hereof duly accepted and
signed by Broker-Dealer, and shall be construed in accordance with the laws of
the State of Washington.
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8. Non-Exclusivity. The Distributor may enter into other similar agreements
with any other person or persons without Broker-Dealer's consent.
9. Entire Agreement. This Agreement shall constitute the entire agreement
between the parties with respect to the matters addressed.
10. Counterparts. This Agreement may be signed in counterparts, each of which
shall be deemed to be an original, and all such counterparts together shall
constitute one and the same document.
SAFECO SECURITIES, INC.
By:
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Xxxx X. Xxxxxx
Vice President
Accepted:
-------------------------------
Address:
By:
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Signature
--------------------------------------
Name and Title
--------------------------------------
Contact Person
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Date
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EXHIBIT A
SAFECO COMMON STOCK TRUST:
SAFECO Growth Fund
SAFECO Equity Fund
SAFECO Income Fund
SAFECO Northwest Fund
SAFECO Balanced Fund **
SAFECO International Stock Fund
SAFECO Small Company Stock Fund **
SAFECO U.S. Value Fund **
SAFECO TAXABLE BOND TRUST:
SAFECO Intermediate-Term U.S. Treasury Fund **
SAFECO GNMA Fund **
SAFECO High-Yield Bond Fund
SAFECO TAX-EXEMPT BOND TRUST:
SAFECO Municipal Bond Fund **
SAFECO California Tax-Free Income Fund **
SAFECO Intermediate-Term Municipal Bond Fund *
SAFECO Insured Municipal Bond Fund *
SAFECO MONEY MARKET TRUST:
SAFECO Money Market Fund
SAFECO Tax-Free Money Market Fund *
SAFECO MANAGED BOND TRUST:
SAFECO Managed Bond Fund **
* No-Load Shares Only
** No-Load, Class A and Class B Shares Only
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