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EXHIBIT 99.6
DISTRIBUTION AGREEMENT
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DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT, made this 30th day of September, 1993, by and
between SAFECO TAXABLE BOND TRUST, a Delaware business trust ("Trust"), and
SAFECO SECURITIES, INC. a Washington corporation (the "Distributor").
WHEREAS, the Trust is registered with the Securities and Exchange Commission
as a series type open-end investment company under the Investment Company Act of
1940, as amended (the "1940 Act") and has caused its shares of beneficial
interest 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
("Series"); and
WHEREAS, the Trust wishes to retain the Distributor as the principal
underwriter in connection with the offering and sale of the shares of beneficial
interest of each Series as now exists and as hereafter may be established which
are listed on Exhibit A to this Agreement as amended from time to time
("Shares") and to furnish certain other services to the Trust as specified in
this Agreement; and
WHEREAS, this Agreement has been approved by a vote of the Trust's Board of
Trustees, and certain trustees who are not interested persons in conformity with
Section 15(c) under the 1940 Act; and
WHEREAS, the Distributor is willing to act as principal underwriter and to
furnish such services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed as follows:
1. Appointment of Distributor. The Trust hereby appoints the Distributor as
principal underwriter in connection with the offering and sale of Shares of each
Series. The Trust authorizes the Distributor, as exclusive agent for the Trust,
upon the commencement of operations of any Series and subject to applicable
federal and state law and the Trust Instrument and Bylaws of the Trust: (a) to
promote the Series; (b) to solicit orders for the purchase of the Shares of the
Series subject to such terms and conditions as the Trust may specify; and (c) to
accept orders for the purchase of the Shares of the Series on behalf of the
Trust. The Distributor shall comply with all applicable federal and state laws
and offer the Shares of each Series on an agency or "best efforts" basis under
which the Trust shall issue only such Shares as are actually sold. The
Distributor shall have the right to use any list of shareholders of the Trust or
any Series or any other list of investors which it obtains in connection with
its provision of services under this Agreement; provided, however, that the
Distributor shall not sell or knowingly provide such list or lists to any
unaffiliated person without the consent of the Trust's Board of Trustees.
2. Duties of Trust. The Trust agrees to register the Shares with the
Securities and Exchange Commission, state and other regulatory bodies, and to
prepare and file from time to time such Prospectuses, Statements of Additional
Information, amendments, reports and other documents as may be necessary to
maintain the Registration Statement. Each Series shall bear all expenses related
to preparing and typesetting such Prospectuses, Statements of Additional
Information and other materials required by law and such other expenses,
including printing and mailing expenses, related to such Series' communications
with persons who are shareholders of that Series.
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3. Duties of Distributor. The Distributor shall print and distribute to
prospective investors Prospectuses, and shall print and distribute, upon
request, to prospective investors Statements of Additional Information, and may
print and distribute such other sales literature, reports, forms and
advertisements in connection with the sale of the Shares as comply with the
applicable provisions of federal and state law. In connection with such sales
and offers of sale, the Distributor shall give only such information and make
only such statements or representations as are contained in the Prospectus,
Statement of Additional Information, or in information furnished in writing to
the Distributor by the Trust, and the Trust shall not be responsible in any way
for any other information, statements or representations given or made by the
Distributor or its representatives or agents. Except as specifically provided in
this Agreement, the Trust shall bear none of the expenses of the Distributor in
connection with its offer and sale of the Shares.
4. Other Broker Dealers. The Distributor may enter into dealer agreements
with registered and qualified securities dealers for the sale of the Shares. The
form of any such dealer agreement shall be mutually agreed upon and approved by
the Trust and the Distributor.
5. Public Offering Price. The public offering price of the Shares of each
Series shall be the net asset value per share (as determined by the Trust) of
the outstanding Shares of the Series, if any, as described in the Registration
Statement. The Trust shall furnish the Distributor with a statement of each
computation of public offering price and of the details entering into such
computation.
6. Repurchase of Shares. The Distributor may at its sole discretion
repurchase Shares offered for sale by the shareholders. Repurchase of Shares by
the Distributor shall be at the net asset value next determined after a
repurchase order has been received. The Distributor will receive no commission
or other remuneration for repurchasing Shares. At the end of each business day,
the Distributor shall notify by any appropriate means, the Trust and SAFECO
Services Corporation, the Trust's transfer agent, of the orders for repurchase
of Shares received by the Distributor since the last such report, the amount to
be paid for such Shares, and the identity of the shareholders offering Shares
for repurchase. Upon such notice, the Trust shall pay the Distributor such
amounts as are required by the Distributor for the repurchase of such Shares in
cash or in the form of a credit against moneys due the Trust from the
Distributor as proceeds from the sale of Shares. The Trust reserves the right to
suspend such repurchase right upon written notice to the Distributor. The
Distributor further agrees to act as agent for the Trust to receive and transmit
promptly to the Trust's transfer agent shareholder requests for redemption of
Shares.
7. Indemnification.
(a) The Distributor 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.
(b) The Trust agrees to indemnify, defend and hold the Distributor, its
several directors, officers and employees, and any person who controls the
Distributor within the meaning of Section 15 of the 1933 Act, free and harmless
from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which the
Distributor, its directors, officers or employees, or any such
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controlling person may incur, under the 1933 Act or under common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in the Registration Statement or arising out of or based
upon any alleged omission to state a material fact required to be stated or
necessary to make the Registration Statement not misleading, provided that in no
event shall anything contained in this Agreement be construed so as to protect
the Distributor against any liability to the Trust or its shareholders to which
the Distributor would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties under this Agreement, and
further provided that the Trust shall not indemnify the Distributor for conduct
set forth in this subparagraph 7(b).
(c) The Distributor agrees to indemnify, defend and hold the Trust, its
several trustees, officers and employees and any person who controls the Trust
within the meaning of Section 15 of the 1933 Act, free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Trust, its trustees,
officers or employees or any such controlling person may incur, under the 1933
Act or under common law or otherwise, arising out of or based upon any alleged
untrue statement of a material fact contained in information furnished in
writing by the Distributor to the Trust for use in the Registration Statement or
arising out of or based upon any alleged omission to state a material fact in
connection with such information required to be stated in the Registration
Statement or necessary to make such information not misleading. As used in this
subparagraph 7(c), the term "employee" shall not include a corporate entity
under contract to provide services to the Trust or any Series, or any employee
of such a corporate entity, unless such person is otherwise an employee of the
Trust.
8. Certificates. The Trust shall not be required to issue certificates
representing Shares. If the Trust elects to issue certificates and a shareholder
request for certificates is transmitted through the Distributor, the Trust will
cause certificates evidencing the Shares owned to be issued in such names and
denominations as the Distributor shall from time to time direct, provided that
no certificates shall be issued for fractional Shares.
9. Withdrawal of Offering. The Trust reserves the right at any time to
withdraw all offerings of the Shares of any or all Series by written notice to
the Distributor at its principal office.
10. Independent Contractor Status. The Distributor is an independent
contractor and shall be agent for the Trust only in respect to the sale and
redemption of the Shares.
11. Non-Exclusive Services. The services of the Distributor to the Trust
under this Agreement are not to be deemed exclusive, and the Distributor shall
be free to render similar services or other services to others so long as its
services hereunder are not impaired thereby.
12. Use of Name. In the event this Agreement is terminated by either party
or upon written notice from the Distributor at any time, the Trust hereby agrees
that it will eliminate from its corporate name any reference to the name of
"SAFECO." The Trust shall have the non-exclusive use of the name "SAFECO" in
whole or in part only so long as this Agreement is effective or until such
notice is given. Notwithstanding this subparagraph and in the event this
Agreement is terminated by either party, the Distributor may elect to permit the
Trust to continue to use the name "SAFECO" under such terms and conditions as
the Distributor shall set forth in writing.
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13. Effective Date/Renewal. This Agreement will become effective with
respect to each Series on the date first written above or such later date as
indicated on Exhibit A 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 (i) by the
Trust's Board of Trustees or (ii) with respect to any given Series, by a vote of
a majority of the outstanding voting securities of that Series (as defined in
the 1940 Act), provided that in either event the continuance is also approved by
majority of the Trust's trustees who are neither interested persons (as defined
in the 0000 Xxx) of the Trust or the Distributor by vote cast at a meeting
called for the purpose of voting on such continuance.
14. Amendment. This Agreement may be amended by the parties only if the
terms of the amendment are either (i) approved by the Trust's Board of Trustees
or, (ii) with respect to any given Series, by a vote of a majority of the
outstanding voting securities of that Series at a duly called meeting of the
shareholders. In either case, the majority of the trustees, who are neither
interested persons of the Trust or the Distributor, must approve the amendment.
15. Termination. This Agreement is terminable with respect to any Series or
in its entirety without penalty by the Trust's Board of Trustees, by vote of a
majority of the outstanding voting securities of each affected Series (as
defined in the 1940 Act), or by the Distributor, on not less than 60 days'
notice to the other party and will be terminated upon the mutual written consent
of the Distributor and the Trust. This Agreement will also automatically and
immediately terminate in the event of its assignment.
16. Limitation of Liability. Distributor 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. Distributor 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. Distributor 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.
17. Definitions. As used in this Agreement, the term(s):
(a) "net assets" shall have the meaning ascribed to it in the Trust's Trust
Instrument;
(b) "assignment", "interested person", and "majority of the outstanding
voting securities" shall have the meanings given to them by Section 2(a) of the
1940 Act, subject to such exemptions as may be granted by the Securities and
Exchange Commission by any rule, regulation or order.
(c) "Registration Statement" shall mean the registration statement most
recently filed by the Trust with the Securities and Exchange Commission and
effective under the 1940 Act and 1933 Act, as such Registration Statement is
amended by any amendments thereto at the time in effect;
(d) "Prospectus" and "Statement of Additional Information" shall mean,
respectively, the form of prospectus and statement of additional information
with respect to each Series filed by the Trust as part of the Registration
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Statement.
18. Entire Agreement/Enforcement of Rights. This Agreement embodies the
entire Agreement between the Distributor and the Trust with respect to the
services to be provided by the Distributor 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.
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. Distributor 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 construed in accordance with and
governed by the laws of the State of Washington.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed
by their officers thereunto duly authorized.
Attest: SAFECO TAXABLE BOND TRUST
By:________________________ By:________________________________
Secretary President
Attest: SAFECO SECURITIES, INC.
By:________________________ By:________________________________
Secretary President
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EXHIBIT A
SAFECO TAXABLE BOND TRUST
The SAFECO Taxable Bond Trust consists of the following Series:
1. SAFECO Intermediate-Term U.S. Treasury Fund
2. SAFECO U.S. Government Securities Fund
3. SAFECO High Yield Bond Fund
