EXHIBIT 9
SHAREHOLDERS SERVICE CONTRACT
AGREEMENT, dated March 26, 1996, between COMPOSITE EQUITY SERIES, INC. (the
"Fund"), a Washington corporation with offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ SECURITIES SERVICES, INC. (the
"Transfer Agent"), a Washington corporation with offices located at ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇:
W I T N E S S E T H
WHEREAS, the Fund is an investment company registered under the Investment
Company Act of 1940, whose shares will be registered under the Securities Act of
1933; and
WHEREAS, the Transfer Agent engages in the business of rendering computer
and related services and acting as transfer agent and shareholder servicing
agent for investment companies;
WHEREAS, the Fund desires the Transfer Agent to perform the services set
forth in Schedule A attached hereto and incorporated herein by reference, and
the Transfer Agent is willing to perform such services;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the Fund and the Transfer Agent agree as follows:
1. The Transfer Agent shall perform for the Fund the services set forth in
Schedule A for a monthly fee as detailed in Schedule C (see attached addenda).
2. The Fund agrees to reimburse the Transfer Agent for postage, the
procurement and/or printing of share certificates, statements, envelopes,
checks, reports, tax forms, proxies, or other forms of printed material required
in the performance of its services to the Fund under this agreement.
3. The Fund agrees to reimburse the Transfer Agent for all freight and
other delivery charges and insurance or bonding charges incurred by the Transfer
Agent in delivering materials to and from the Fund and for certificates
delivered to shareholders.
4. The Fund agrees to reimburse the Transfer Agent for all direct telephone
expenses incurred by the Fund in calling shareholders regarding their Fund
transactions, accounts, and for any other Fund business.
5. The Transfer Agent at the end of each month during the term of this
agreement will render an itemized statement to the Fund for its charges under
this agreement. Payment by the Fund is due 10 (ten) days from the date such
statement is received.
6. The Fund agrees that all computer programs and procedures developed to
perform services required under this agreement are the property of the Transfer
Agent and the Transfer Agent agrees that all records and other data, except
computer programs and procedures, are the property of the Fund. The Transfer
Agent agrees that it will furnish all records and other data as may be requested
to the Fund immediately upon termination of this agreement for any reason
whatsoever.
7. The Transfer Agent agrees to treat all records and other information
relative to the Fund with utmost confidence and further agrees that all records
maintained by the Transfer Agent for the Fund shall be open to inspection and
audit at reasonable times by the officers, agents or auditors employed by the
Fund and that such records shall be preserved and retained by the Transfer Agent
so long as this agreement shall remain in effect.
8. The Transfer Agent shall not be liable for any damage, loss of data,
delay or any other loss caused by any such power failure or machine breakdown,
except that the Transfer Agent shall be liable for actual out-of-pocket costs
caused by any such power failure or machine breakdown, and the Transfer Agent
shall recover the data in process that is assumed lost during any power failure
or machine breakdown.
9. The Transfer Agent will maintain in force through the duration of this
agreement at least $1,000,000 or more fidelity bond written by a reputable
bonding company, covering theft, embezzlement, forgery and other acts of
malfeasance by the Transfer Agent, its employees, or agents in connection with
services performed for the Fund.
10. This agreement is a continuation of the agreement dated March 26, 1991.
This agreement may be terminated without the payment of any penalty by either
party upon (90) days' written notice thereof given by the Fund to the Transfer
Agent and upon one hundred eighty (180) days' written notice thereof given by
the Transfer Agent to the Fund.
11. Any notice shall be officially given when sent by registered or
certified mail by either party to the foregoing addresses, provided that either
party may notify the other of any changed address to which such notices should
be mailed hereunder.
12. This agreement constitutes the entire agreement between the parties and
shall be governed by, and its provision shall be construed in accordance with,
the laws of the state of Washington.
13. This contract will be subject to review annually.
IN WITNESS WHEREOF, the parties hereto cause this agreement to be executed
by their officers designated below as of the date first above-written.
COMPOSITE EQUITY SERIES, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
▇▇▇▇▇▇▇ ▇▇▇▇▇ SECURITIES SERVICES, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
SCHEDULE A
I. Shareholder Services
A. Maintain all shareholder records on electronic data processing
equipment, including:
1. Share balances
2. Account transaction history
3. Names and addresses
4. Certificate records
5. Distribution records
6. Transfer records
7. Over-all control records
B. New Accounts
1. Deposit all monies received into transfer account maintained
for the Custodian.
2. Set up account according to shareholders' instructions as
to:
a. Amount of shares purchased
b. Retain shares or deliver to shareholder
3. Issue and mail shareholder confirmations
C. Additional Purchases
1. Deposit monies received into transfer account maintained for
the Custodian.
2. Issue shareholder confirmations
D. Liquidations - Full and Partial
1. Liquidate shares upon shareholder request
2. Issue checks for amount of liquidation
3. Issue and mail shareholder confirmation
E. Transfer shares as requested which includes obtaining necessary
papers and documents to satisfy transfer requirements. On
irregular transfer requiring special legal opinions, such special
legal fees, if any, are to be paid for by the Company.
F. Prepare and mail certificates as requested by shareholders
G. Process changes, corrections of addresses and registrations
H. Maintain service with shareholders as follows:
1. Activity required to receive, process and reply to
shareholders' correspondence regarding account matters
2. Refer correspondence regarding investment matters to the
Company with sufficient account data to answer
3. Contact shareholders directly to settle problems and
questions
I. Compute distributions, dividends and capital gains
1. Reinvest in additional shares
2. Advise each shareholder of amount of dividends received and
tax status annually
J. Handle replacement of lost certificates
K. Produce transcripts of shareholder account history as required
L. Maintain the controls associated with the computer programs and
manual systems to arrive at the Company's total shares
outstanding
M. Receive mail and perform other administrative functions relating
to transfer agent work.
II. Reports and Schedules
A. Daily
1. Name and address changes
2. Name and address additions and deletions
3. Transaction Register
a. Purchases
b. Sales
c. Adjustments
4. Cash reconciliation - cash received for day
5. Check reconciliation - checks issued for day
6. Transaction reconciliation
a. Amount received
b. Total shares purchased
c. Number of purchase transactions
d. Amount liquidated
e. Total shares liquidated
f. Number of liquidations
g. Checks issued for liquidations
B. Bi-Monthly
1. Balance list of shareholders in account number sequence
a. Number of issued shares outstanding
b. Number of unissued shares outstanding
c. Total shares outstanding
2. a. Purchases, sales and adjustments
b. Certificates issued
c. Certificate, redemptions and transfers
d. Certificate reconciliation by certificate number
C. Monthly
1. Sales by states for month
D. Periodically
1. Alphabetical account listing
III. Other Services
*A. Mailing labels or other mailing services to shareholders
*B. Services in connection with any stock splits
*C. The computer system is designed to produce almost any display of
statistical management or accounting data in almost any format
desired by the management, auditors or directors. The parameters
of reporting are only limited to the data contained on disc.
With sufficient notice, this information is available to
management in accordance with charges as itemized in Schedule B.
* Extra charge services, per Schedule B.
SCHEDULE B
TIME AND MATERIAL SERVICES
Computer..............................................$50/hour
Keypunch..............................................$10/hour
Clerical..............................................$10/hour
Programming and Direct Technical Management $25/hour
Travel and per diem expenses (chargeable only
when authorized by Company).........................At Cost
Mailing Services......................................At Cost
Any of the above services when performed outside regular working hours of
▇▇▇▇▇▇▇ may be billed at 150 percent of the above.
SCHEDULE C: MONTHLY SHAREHOLDER SERVICING FEES
March 26, 1996
Fee Per Account Per Month
Class A Class B
Composite Bond & Stock Fund $1.35 $1.45
Composite Growth & Income Fund $1.35 $1.45
Composite Northwest Fund $1.35 $1.45
Composite Income Fund $1.60 $1.70
Composite Tax-Exempt Bond Fund $1.60 $1.70
Composite U.S. Government Securities $1.60 $1.70
Composite Cash Management Company
Money Market Portfolio
First 25,000 accounts $1.55 $1.65
Each additional account $1.25 $1.35
Composite Cash Management Company
Tax-Exempt Portfolio
First 25,000 accounts $1.55 $1.65
Each additional account $1.25 $1.35