TRANSFER, DIVIDEND DISBURSING, SHAREHOLDER SERVICE
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AND PLAN AGENCY AGREEMENT
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THIS AGREEMENT effective as of October 29, 1999 by and between, XXXXXXXX,
STORY AND ROSE INVESTMENT TRUST, an Ohio business trust (the "Trust"), and
COUNTRYWIDE FUND SERVICES, INC., an Ohio corporation (the "T/A").
WITNESSETH THAT:
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WHEREAS, the Trust has been organized to operate as an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust desires to appoint the T/A as its transfer agent,
dividend disbursing agent, shareholder service agent, plan agent and shareholder
purchase and redemption agent, and the T/A is willing to act in such capacities
upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. APPOINTMENT OF TRANSFER AGENT.
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The T/A is hereby appointed transfer agent for the shares of the Trust
and dividend disbursing agent for the Trust and shall also act as plan agent,
shareholder service agent and purchase and redemption agent for shareholders of
the Trust, and the T/A accepts such appointment and agrees to act in such
capacities under the terms and conditions set forth herein.
2. DOCUMENTATION.
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The Trust will furnish from time to time the following documents:
A. Each resolution of the Board of Trustees of the Trust authorizing
the original issue of its shares;
B. Each Registration Statement filed with the Securities and
Exchange Commission and amendments thereof;
C. A certified copy of each amendment to the Agreement and
Declaration of Trust and the By-Laws of the Trust;
D. Certified copies of each resolution of the Board of Trustees
authorizing officers to give instructions to the T/A;
E. Specimens of all new forms of share certificates accompanied by
Board of Trustees' resolutions approving such forms;
F. Such other certificates, documents or opinions which the T/A may,
in its discretion, deem necessary or appropriate in the proper
performance of its duties;
G. Copies of all Underwriting and Dealer Agreements in effect;
H. Copies of all Advisory Agreements in effect; and
I. Copies of all documents relating to special investment or
withdrawal plans which are offered or may be offered in the
future by the Trust and for which the T/A is to act as plan
agent.
3. T/A TO RECORD SHARES.
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The T/A shall record the issuance of shares of the Trust and maintain
pursuant to applicable rules of the Securities and Exchange Commission a record
of the total number of shares of the Trust which are authorized, issued and
outstanding, based upon data provided to it by the Trust. The T/A shall also
provide the Trust on a regular basis or upon reasonable request the total number
of shares which are authorized, issued and outstanding, based upon data provided
to it by the Trust. The T/A shall also provide the Trust on a regular basis or
upon reasonable request the total number of shares which are authorized, issued
and outstanding, but shall have no obligation when recording the issuance of the
Trust's shares, except as otherwise set forth herein, to monitor the issuance of
such shares or to take cognizance of any laws relating to the issue or sale of
such shares, which functions shall be the sole responsibility of the Trust.
4. T/A TO VALIDATE TRANSFERS.
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Upon receipt of a proper request for transfer and upon surrender to
the T/A of certificates, if any, in proper form for transfer, the T/A shall
approve such transfer and shall take all necessary steps to effectuate the
transfer as indicated in the transfer request. Upon approval of the transfer,
the T/A shall notify the Trust in writing of each such transaction and shall
make appropriate entries on the shareholder records maintained by the T/A.
5. SHARE CERTIFICATES.
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If the Trust authorizes the issuance of share certificates and an
investor requests a share certificate, the T/A will countersign and mail, by
insured first class mail, a share certificate to the investor at his address as
set forth on the transfer books of the Trust, subject to any other instructions
for delivery of certificates representing newly purchased shares and subject to
the
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limitation that no certificates representing newly purchased shares shall be
mailed to the investor until the cash purchase price of such shares has been
collected and credited to the account of the Trust maintained by the Custodian.
The Trust shall supply the T/A with a sufficient supply of blank share
certificates and from time to time shall renew such supply upon request of the
T/A. Such blank share certificates shall be properly signed, manually or, if
authorized by the Trust, by facsimile; and notwithstanding the death,
resignation or removal of any officers of the Trust authorized to sign share
certificates, the T/A may continue to countersign certificates which bear the
manual or facsimile signature of such officer until otherwise directed by the
Trust. In case of the alleged loss or destruction of any share certificate, no
new certificate shall be issued in lieu thereof, unless there shall first be
furnished an appropriate bond satisfactory to the T/A and the Trust, and issued
by a surety company satisfactory to the T/A and the Trust.
6. RECEIPT OF FUNDS.
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Upon receipt of any check or other instrument drawn or endorsed to it
as agent for, or identified as being for the account of, the Trust or
Countrywide Investments, Inc., as underwriter of the Trust (the "Underwriter"),
the T/A shall stamp the check or instrument with the date of receipt, determine
the amount thereof due the Trust and the Underwriter, respectively, and shall
forthwith process the same for collection. Upon receipt of notification of
receipt of funds eligible for share purchases and payment of sales charges in
accordance with the Trust's then current prospectus and statement of additional
information, the T/A shall notify the Trust, at the close of each business day,
in writing of the amount of said funds credited to the Trust and deposited in
its account with the Custodian, and shall similarly notify the Underwriter of
the amount of said funds credited to the Underwriter and deposited in its
account with its designated bank.
7. PURCHASE ORDERS.
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Upon receipt of a check or other order for the purchase of shares of
the Trust, accompanied by sufficient information to enable the T/A to establish
a shareholder account, the T/A shall, as of the next determination of net asset
value after receipt of such order in accordance with the Trust's then current
prospectus and statement of additional information, compute the number of shares
due to the shareholder, credit the share account of the shareholder, subject to
collection of the funds, with the number of shares so purchased, shall notify
the Trust in writing or by computer report at the close of each business day of
such transactions and shall mail to the shareholder and/or dealer of record a
notice of such credit when requested to do so by the Trust.
8. RETURNED CHECKS.
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In the event that the T/A is notified by the Trust's Custodian that
any check or other order for the payment of money is returned unpaid for any
reason, the T/A will:
A. Give prompt notification to the Trust and the Underwriter of the
non-payment of said check;
B. In the absence of other instructions from the Trust or the
Underwriter, take
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such steps as may be necessary to redeem any shares purchased on
the basis of such returned check and cause the proceeds of such
redemption plus any dividends declared with respect to such
shares to be credited to the account of the Trust and to request
the Trust's Custodian to forward such returned check to the
person who originally submitted the check; and
C. Notify the Trust of such actions and correct the Trust's records
maintained by the T/A pursuant to this Agreement.
9. SALES CHARGE.
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In computing the number of shares to credit to the account of a
shareholder, the T/A will calculate the total of the applicable Underwriter and
dealer of record sales charges with respect to each purchase as set forth in the
Trust's current prospectus and statement of additional information and in
accordance with any notification filed with respect to combined and accumulated
purchases. The T/A will also determine the portion of each sales charge payable
by the Underwriter to the dealer of record participating in the sale in
accordance with such schedules as are from time to time delivered by the
Underwriter to the T/A; provided, however, the T/A shall have no liability
hereunder arising from the incorrect selection by the T/A of the gross rate of
sales charges except that this exculpation shall not apply in the event the rate
is specified by the Underwriter or the Trust and the T/A fails to select the
rate specified.
10. DIVIDENDS AND DISTRIBUTIONS.
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The Trust shall furnish the T/A with appropriate evidence of trustee
action authorizing the declaration of dividends and other distributions. The T/A
shall establish procedures in accordance with the Trust's then current
prospectus and statement of additional information and with other authorized
actions of the Trust's Board of Trustees under which it will have available from
the Custodian of the Trust or the Trust any required information for each
dividend and other distribution. After deducting any amount required to be
withheld by any applicable laws, the T/A shall, as agent for each shareholder
who so requests, invest the dividends and other distributions in full and
fractional shares in accordance with the Trust's then current prospectus and
statement of additional information. If a shareholder has elected to receive
dividends or other distributions in cash, then the T/A shall disburse dividends
to shareholders of record in accordance with the Trust's then current prospectus
and statement of additional information. The T/A shall, on or before the mailing
date of such checks, notify the Trust and the Custodian of the estimated amount
of cash required to pay such dividend or distribution, and the Trust shall
instruct the Custodian to make available sufficient funds therefor in the
appropriate account of the Trust. The T/A shall mail to the shareholders
periodic statements, as requested by the Trust, showing the number of full and
fractional shares and the net asset value per share of shares so credited. When
requested by the Trust, the T/A shall prepare and file with the Internal
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Revenue Service, and when required, shall address and mail to shareholders, such
returns and information relating to dividends and distributions paid by the
Trust as are required to be so prepared, filed and mailed by applicable laws,
rules and regulations.
11. UNCLAIMED DIVIDENDS AND UNCLAIMED REDEMPTION PROCEEDS.
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The T/A shall, at least annually, furnish in writing to the Trust the
names and addresses, as shown in the shareholder accounts maintained by the T/A,
of all shareholders for which there are, as of the end of the calendar year,
dividends, distributions or redemption proceeds for which checks or share
certificates mailed in payment of distributions have been returned. The T/A
shall use its best efforts to contact the shareholders affected and to follow
any other written instructions received from the Trust concerning the
disposition of any such unclaimed dividends, distributions or redemption
proceeds.
12. REDEMPTIONS AND EXCHANGES.
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A. The T/A shall process, in accordance with the Trust's then current
prospectus and statement of additional information, each order for the
redemption of shares accepted by the T/A. Upon its approval of such redemption
transactions, the T/A, if requested by the Trust, shall mail to the shareholder
and/or dealer of record a confirmation showing trade date, number of full and
fractional shares redeemed, the price per share and the total redemption
proceeds. For such redemption, the T/A shall either: (a) prepare checks in the
appropriate amounts for approval and verification by the Trust and signature by
an authorized officer of the T/A and mail the checks to the appropriate person,
or (b) in the event redemption proceeds are to be wired through the Federal
Reserve Wire system or by bank wire, cause such proceeds to be wired in federal
funds to the bank account designated by the shareholder, or (c) effectuate such
other redemption procedures which are authorized by the Trust's Board of
Trustees or its then current prospectus and statement of additional information.
The requirements as to instruments of transfer and other documentation, the
applicable redemption price and the time of payment shall be as provided in the
then current prospectus and statement of additional information, subject to such
supplemental instructions as may be furnished by the Trust and accepted by the
T/A. If the T/A or the Trust determines that a request for redemption does not
comply with the requirements for redemptions, the T/A shall promptly notify the
shareholder and/or dealer of record indicating the reason therefor.
B. If shares of the Trust are eligible for exchange with shares of any
other investment company, the T/A, in accordance with the then current
prospectus and statement of additional information and exchange rules of the
Trust and such other investment company, or such other investment company's
transfer agent, shall review and approve all exchange requests and shall, on
behalf of the Trust's shareholders, process such approved exchange requests.
C. The T/A shall notify the Trust, the Custodian and the Underwriter
on each business day of the amount of cash required to meet payments made
pursuant to the provisions of this Paragraph 12, and, on the basis of such
notice, the Trust shall instruct the Custodian to make available from time to
time sufficient funds therefor in the appropriate account of the Trust.
Procedures for effecting redemption orders accepted from shareholders or dealers
of record by
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telephone or other methods shall be established by mutual agreement between the
T/A and the Trust consistent with the then current prospectus and statement of
additional information.
D. The authority of the T/A to perform its responsibilities under
Xxxxxxxxx 0, Xxxxxxxxx 10 and this Paragraph 12 shall be suspended upon receipt
of notification by it of the suspension of the determination of the Trust's net
asset value.
13. AUTOMATIC WITHDRAWAL PLANS.
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The T/A will process automatic withdrawal orders pursuant to the
provisions of the withdrawal plans duly executed by shareholders and the current
prospectus and statement of additional information of the Trust. Payments upon
such withdrawal order shall be made by the T/A from the appropriate account
maintained by the Trust with the Custodian on approximately the 25th day of each
month in which a payment has been requested, and the T/A, on or after the
seventh day prior to the payment date, will withdraw from a shareholder's
account and present for repurchase or redemption as many shares as shall be
sufficient to make such withdrawal payment pursuant to the provisions of the
shareholder's withdrawal plan and the current prospectus and statement of
additional information of the Trust. From time to time on new automatic
withdrawal plans a check for payment date already past may be issued upon
request by the shareholder.
14. LETTERS OF INTENT.
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The T/A will process such letters of intent for investing in shares of
the Trust as are provided for in the Trust's current prospectus and statement of
additional information. The T/A will make appropriate deposits to the account of
the Underwriter for the adjustment of sales charges as therein provided and will
currently report the same to the Underwriter.
15. WIRE-ORDER PURCHASES.
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The T/A will send written confirmations to the dealers of record
containing all details of the wire-order purchases placed by each such dealer by
the close of business on the business day following receipt of such orders by
the T/A or the Underwriter, with copies to the Underwriter. Upon receipt of any
check drawn or endorsed to the Trust (or the T/A, as agent) or otherwise
identified as being payment of an outstanding wire-order, the T/A will stamp
said check with the date of its receipt and deposit the amount represented by
such check to the T/A's deposit accounts maintained with the Custodian. The T/A
will compute the respective portions of such deposit which represent the sales
charge and the net asset value of the shares so purchased, will cause the
Custodian to transfer federal funds in an amount equal to the net asset value of
the shares so purchased to the Trust's account with the Custodian, and will
notify the Trust and the Underwriter before noon of each business day of the
total amount deposited in the Trust's deposit accounts, and in the event that
payment for a purchase order is not received by the T/A or the Custodian on the
tenth business day following receipt of the order, prepare an NASD "notice of
failure of dealer to make payment" and forward such notification to the
Underwriter.
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16. OTHER PLANS.
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The T/A will process such accumulation plans, group programs and other
plans or programs for investing in shares of the Trust as are now provided for
in the Trust's current prospectus and statement of additional information and
will act as plan agent for shareholders pursuant to the terms of such plans and
programs duly executed by such shareholders.
17. BOOKS AND RECORDS.
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The T/A shall maintain records for each shareholder account showing
the following:
A. Names, addresses and tax identifying numbers;
B. Name of the dealer of record;
C. Number of shares held of each series;
D. Historical information regarding the account of each shareholder,
including dividends and distributions in cash or invested in
shares;
E. Information with respect to the source of all dividends and
distributions allocated among income, realized short-term gains
and realized long-term gains;
F. Any instructions from a shareholder including all forms furnished
by the Trust and executed by a shareholder with respect to (i)
dividend or distribution elections and (ii) elections with
respect to payment options in connection with the redemption of
shares;
G. Any correspondence relating to the current maintenance of a
shareholder's account;
H. Certificate numbers and denominations for any shareholder holding
certificates;
I. Any stop or restraining order placed against a shareholder's
account;
J. Information with respect to withholding in the case of a foreign
account or any other account for which withholding is required by
the Internal Revenue Code of 1986, as amended; and
K. Any information required in order for the T/A to perform the
calculations contemplated under this Agreement.
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All of the records prepared and maintained by the T/A pursuant to this
Agreement will be the property of the Trust. In the event this Agreement is
terminated, all records shall be delivered to the Trust or to any person
designated by the Trust at the Trust's expense, and the T/A shall be relieved of
responsibility for the preparation and maintenance of any such records delivered
to the Trust or any such person.
18. TAX RETURNS AND REPORTS.
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The T/A will prepare in the appropriate form, file with the Internal
Revenue Service and appropriate state agencies and, if required, mail to
shareholders of the Trust such returns for reporting dividends and distributions
paid by the Trust as are required to be so prepared, filed and mailed and shall
withhold such sums as are required to be withheld under applicable federal and
state income tax laws, rules and regulations.
19. OTHER INFORMATION TO THE TRUST.
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Subject to such instructions, verification and approval of the
Custodian and the Trust as shall be required by any agreement or applicable law,
the T/A will also maintain such records as shall be necessary to furnish to the
Trust the following: annual shareholder meeting lists, proxy lists and mailing
materials, shareholder reports and confirmations and checks for disbursing
redemption proceeds, dividends and other distributions or expense disbursements.
20. ACCESS TO SHAREHOLDER INFORMATION.
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Upon request, the T/A shall arrange for the Trust's investment adviser
to have direct access to shareholder information contained in the T/A's computer
system, including account balances, performance information and such other
information which is available to the T/A with respect to shareholder accounts.
21. COOPERATION WITH ACCOUNTANTS.
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The T/A shall cooperate with the Trust's independent public
accountants and shall take all reasonable action in the performance of its
obligations under this Agreement to assure that the necessary information is
made available to such accountants for the expression of their unqualified
opinion where required for any document for the Trust.
22. SHAREHOLDER SERVICE AND CORRESPONDENCE.
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The T/A will provide and maintain adequate personnel, records and
equipment to receive and answer all shareholder and dealer inquiries relating to
account status, share purchases, redemptions and exchanges and other investment
plans available to Trust shareholders. The T/A will answer written
correspondence from shareholders relating to their share accounts and such other
written or oral inquiries as may from time to time be mutually agreed upon, and
the T/A will notify the Trust of any correspondence or inquiries which may
require an answer from the Trust.
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23. PROXIES.
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The T/A shall assist the Trust in the mailing of proxy cards and other
material in connection with shareholder meetings of the Trust, shall receive,
examine and tabulate returned proxies and shall, if requested by the Trust,
provide at least one inspector of election to attend and participate as required
by law in shareholder meetings of the Trust.
24. FURTHER ACTIONS.
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Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
25. FEES AND CHARGES.
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For performing its services under this Agreement, each series of the
Trust shall pay the T/A in accordance with the schedule attached hereto as
Schedule A. Fees shall be paid monthly. The Trust shall promptly reimburse the
T/A for any out of pocket expenses and advances which are to be paid by the
Trust in accordance with Paragraph 26.
26. EXPENSES.
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The T/A shall furnish, at its expense and without cost to the Trust
(i) the services of its personnel to the extent that such services are required
to carry out its obligations under this Agreement and (ii) use of data
processing equipment. All costs and expenses not expressly assumed by the T/A
under this Paragraph 26 shall be paid by the Trust, including, but not limited
to costs and expenses for postage, envelopes, checks, drafts, continuous forms,
reports, communications, statements and other materials, telephone, telegraph
and remote transmission lines, use of outside mailing firms, necessary outside
record storage, media for storage of records (e.g., microfilm, microfiche,
computer tapes), printing, confirmations and any other shareholder
correspondence and any and all assessments, taxes or levies assessed on the T/A
for services provided under this Agreement. Postage for mailings of dividends,
proxies, reports and other mailings to all shareholders shall be advanced to the
T/A three business days prior to the mailing date of such materials.
27. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
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The parties hereto acknowledge and agree that nothing contained herein
shall be construed to require the T/A to perform any services for the Trust
which services could cause MGF to be deemed an "investment adviser" of the Trust
within the meaning of Section 2(a)(20) of the 1940 Act or to supersede or
contravene the prospectus or statement of additional information of the Trust or
any provisions of the 1940 Act and the rules thereunder. Except as otherwise
provided in this Agreement and except for the accuracy of information furnished
to it by the T/A, the Trust assumes full responsibility for complying with all
applicable requirements of the 1940 Act, the Securities Act of 1933, as amended,
and any other laws, rules and
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regulations of governmental authorities having jurisdiction.
28. REFERENCES TO THE T/A.
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The Trust shall not circulate any printed matter which contains any
reference to the T/A without the prior written approval of the T/A, excepting
solely such printed matter as merely identifies the T/A as Administrative
Services Agent, Transfer, Shareholder Servicing and Dividend Disbursing Agent
and Accounting Services Agent. The Trust will submit printed matter requiring
approval to the T/A in draft form, allowing sufficient time for review by the
T/A and its counsel prior to any deadline for printing.
29. EQUIPMENT FAILURES.
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In the event of equipment failures beyond the T/A's control, the T/A
shall take all steps necessary to minimize service interruptions but shall have
no liability with respect thereto. The T/A shall endeavor to enter into one or
more agreements making provision for emergency use of electronic data processing
equipment to the extent appropriate equipment is available.
30. INDEMNIFICATION OF THE T/A.
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A. The T/A may rely on information reasonably believed by it to be
accurate and reliable. Except as may otherwise be required by the 1940 Act and
the rules thereunder, neither the T/A nor its shareholders, officers, directors,
employees, agents, control persons or affiliates of any thereof shall be subject
to any liability for, or any damages, expenses or losses incurred by the Trust
in connection with, any error of judgment, mistake of law, any act or omission
connected with or arising out of any services rendered under or payments made
pursuant to this Agreement or any other matter to which this Agreement relates,
except by reason of willful misfeasance, bad faith or gross negligence on the
part of any such persons in the performance of the duties of the T/A under this
Agreement or by reason of reckless disregard by any of such persons of the
obligations and duties of the T/A under this Agreement.
B. Any person, even though also a director, officer, employee,
shareholder or agent of the T/A, or any of its affiliates, who may be or become
an officer, trustee, employee or agent of the Trust, shall be deemed, when
rendering services to the Trust or acting on any business of the Trust, to be
rendering such services to or acting solely as an officer, trustee, employee or
agent of the Trust and not as a director, officer, employee, shareholder or
agent of or one under the control or direction of the T/A or any of its
affiliates, even though paid by one of these entities.
C. Notwithstanding any other provision of this Agreement, the Trust
shall indemnify and hold harmless the T/A, its directors, officers, employees,
shareholders and agents from and against any and all claims, demands, expenses
and liabilities (whether with or without basis in fact or law) of any and every
nature which the T/A may sustain or incur or which may be asserted against the
T/A by any person by reason of, or as a result of: (i) any action taken or
omitted to be taken by the T/A in good faith in reliance upon any certificate,
instrument, order or share certificate believed by it to be genuine and to be
signed, countersigned or executed by any
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duly authorized person, upon the oral instructions or written instructions of an
authorized person of the Trust or upon the opinion of legal counsel for the
Trust or its own counsel; or (ii) any action taken or omitted to be taken by the
T/A in connection with its appointment in good faith in reliance upon any law,
act, regulation or interpretation of the same even though the same may
thereafter have been altered, changed, amended or repealed. However,
indemnification under this subparagraph shall not apply to actions or omissions
of the T/A or its directors, officers, employees, shareholders or agents in
cases of its or their own gross negligence, willful misconduct, bad faith, or
reckless disregard of its or their own duties hereunder.
31. TERMINATION.
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A. The provisions of this Agreement shall be effective on the date
first above written, shall continue in effect for one year from that date and
shall continue in force from year to year thereafter, but only so long as such
continuance is approved (1) by the T/A, (2) by vote, cast in person at a meeting
called for the purpose, of a majority of the Trust's trustees who are not
parties to this Agreement or interested persons (as defined in the 0000 Xxx) of
any such party, and (3) by vote of a majority of the Trust's Board of Trustees
or a majority of the Trust's outstanding voting securities.
B. The Trust may terminate this Agreement on any date by giving the
T/A at least sixty (60) days' prior written notice of such termination
specifying the date fixed therefor. The T/A may terminate this Agreement on any
date by giving the Trust at least one hundred and twenty (120) days' prior
written notice of such termination specifying the date fixed therefor. Upon
termination of this Agreement, the Trust shall pay to the T/A such compensation
as may be due as of the date of such termination, and shall likewise reimburse
the T/A for any out-of-pocket expenses and disbursements reasonably incurred by
the T/A to such date.
C. In the event that in connection with the termination of this
Agreement a successor to any of the T/A's duties or responsibilities under this
Agreement is designated by the Trust by written notice to the T/A, the T/A
shall, promptly upon such termination and at the expense of the Trust, transfer
all records maintained by the T/A under this Agreement and shall cooperate in
the transfer of such duties and responsibilities, including provision for
assistance from the T/A's cognizant personnel in the establishment of books,
records and other data by such successor.
32. SERVICES FOR OTHERS.
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Nothing in this Agreement shall prevent the T/A or any affiliated
person (as defined in the 0000 Xxx) of the T/A from providing services for any
other person, firm or corporation (including other investment companies);
provided, however, that the T/A expressly represents that it will undertake no
activities which, in its judgment, will adversely affect the performance of its
obligations to the Trust under this Agreement.
33. MISCELLANEOUS.
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The captions in this Agreement are included for convenience of
reference only
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and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
34. LIMITATION OF LIABILITY.
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The term "Xxxxxxxx, Story and Rose Investment Trust" means and refers
to the trustees from time to time serving under the Trust's Agreement and
Declaration of Trust as the same may subsequently thereto have been, or
subsequently hereto may be, amended. It is expressly agreed that the obligations
of the Trust hereunder shall not be binding upon any of the trustees,
shareholders, nominees, officers, agents or employees of the Trust, personally,
but bind only the trust property of the Trust. The execution and delivery of
this Agreement have been authorized by the trustees of the Trust and signed by
an officer of the Trust, acting as such, and neither such authorization by such
trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust.
35. SEVERABILITY.
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In the event any provision of this Agreement is determined to be void
or unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
36. QUESTIONS OF INTERPRETATION.
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This Agreement shall be governed by the laws of the State of Ohio. Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof, if any, by the United States Courts or in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the Securities and Exchange Commission issued pursuant to said 1940 Act. In
addition, where the effect of a requirement of the 1940 Act, reflected in any
provision of this Agreement, is revised by rule, regulation or order of the
Securities and Exchange Commission, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
37. NOTICES.
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Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Trust and the T/A for
this purpose shall be 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000.
38. BINDING EFFECT.
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Each of the undersigned expressly warrants and represents that he has
the full power and authority to sign this Agreement on behalf of the party
indicated, and that his signature will operate to bind the party indicated to
the foregoing terms.
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39. COUNTERPARTS.
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This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
40. FORCE MAJEURE.
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If the T/A shall be delayed in its performance of services or
prevented entirely or in part from performing services due to causes or events
beyond its control, including and without limitation, acts of God, interruption
of power or other utility, transportation or communication services, acts of
civil or military authority, sabotages, national emergencies, explosion, flood,
accident, earthquake or other catastrophe, fire, strike or other labor problems,
legal action, present or future law, governmental order, rule or regulation, or
shortages of suitable parts, materials, labor or transportation, such delay or
non-performance shall be excused and a reasonable time for performance in
connection with this Agreement shall be extended to include the period of such
delay or non-performance.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
XXXXXXXX, STORY AND ROSE
INVESTMENT TRUST
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
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Its: President
COUNTRYWIDE FUND SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Its: Chief Operating Officer
Schedule A
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Compensation
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As Transfer, Dividend Disbursing and
Shareholder Service Agent:
Xxxxxxxx, Story and Rose Equity Fund: payable monthly at rate of $15/account
per year; subject to minimum $1,200 per
month
Xxxxxxxx, Story and Xxxx Xxxxx/ payable monthly at rate of
Intermediate Term Fixed-Income Fund: $19.50/account per year; subject to
minimum $1,200 per month
