TRANSFER, DIVIDEND DISBURSING, SHAREHOLDER SERVICE
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AND PLAN AGENCY AGREEMENT
-------------------------
AGREEMENT dated as of ______________ , 1997 between Xxxxxxx Capital Mutual
Fund Group, Inc. (the "Corporation"), a Maryland corporation, and Countrywide
Fund Services, Inc. ("Countrywide"), an Ohio corporation.
WHEREAS, the Corporation is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Corporation wishes to employ the services of Countrywide to
serve as its transfer, dividend disbursing, shareholder service and plan agent;
and
WHEREAS, Countrywide wishes to provide such services under the conditions
set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Corporation and Countrywide agree as follows:
1. APPOINTMENT.
-----------
The Corporation hereby appoints and employs Countrywide as agent to
perform those services described in this Agreement for the Corporation.
Countrywide shall act under such appointment and perform the obligations thereof
upon the terms and conditions hereinafter set forth.
2. DOCUMENTATION.
-------------
The Corporation will furnish from time to time the following
documents:
A. Each resolution of the Board of Directors of the Corporation
authorizing the original issue of its shares;
B. Each Registration Statement filed with the Securities and Exchange
Commission (the "SEC") and amendments thereof;
C. A certified copy of each amendment to the Articles of Incorporation of
the Corporation and the Bylaws of the Corporation;
D. Certified copies of each resolution of the Board of Directors'
authorizing officers to give instructions to Countrywide;
E. Specimens of all new forms of share certificates accompanied by Board
of Directors' resolutions approving such forms;
F. Such other certificates, documents or opinions which Countrywide may,
in its discretion, deem necessary or appropriate in the proper
performance of its duties;
G. Copies of all Investment Advisory Agreements in effect; and
H. Copies of all documents relating to special investment or withdrawal
plans which are offered or may be offered in the future by the
Corporation and for which Countrywide is to act as plan agent.
3. COUNTRYWIDE TO RECORD SHARES.
----------------------------
Countrywide shall record the issuance of shares of the Corporation and
maintain pursuant to applicable rules of the SEC a record of the total number of
shares of the Corporation which are authorized, issued and outstanding, based
upon data provided to it by the Corporation. Countrywide shall also provide the
Corporation 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 Corporation'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 Corporation.
4. COUNTRYWIDE TO VALIDATE TRANSFERS.
---------------------------------
Upon receipt of a proper request for transfer and upon surrender to
Countrywide of certificates, if any, in proper form for transfer, Countrywide
shall approve such transfer and shall
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take all necessary steps to effectuate the transfer as indicated in the transfer
request. Upon approval of the transfer, Countrywide shall notify the Trust in
writing of each such transaction and shall make appropriate entries on the
shareholder records maintained by Countrywide.
5. SHARE CERTIFICATES.
------------------
If the Corporation authorizes the issuance of share certificates and
an investor requests a share certificate, Countrywide 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 Corporation, subject to any other
instructions for delivery of certificates representing newly purchased shares
and subject to the 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 Corporation
maintained by the Custodian. The Corporation shall supply Countrywide with a
sufficient supply of blank share certificates and from time to time shall renew
such supply upon request of Countrywide. Such blank share certificates shall be
properly signed, manually or, if authorized by the Corporation, by facsimile;
and notwithstanding the death, resignation or removal of any officers of the
Corporation authorized to sign share certificates, Countrywide may continue to
countersign certificates which bear the manual or facsimile signature of such
officer until otherwise directed by the Corporation. In case of the alleged loss
or destruction of any share certificate, no new certificates shall be issued in
lieu thereof, unless there shall first be furnished an appropriate bond
satisfactory to Countrywide and the Corporation, and issued by a surety company
satisfactory to Countrywide and the Corporation.
6. RECEIPT OF FUNDS.
----------------
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 Corporation,
Countrywide shall stamp the check or instrument with the date of receipt,
determine the amount thereof due the Corporation and shall forthwith process the
same for collection. Upon receipt of notification of receipt of funds eligible
for share purchases in accordance with the Corporation's then current prospectus
and statement of additional information,
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Countrywide shall notify the Corporation, at the close of each business day, in
writing of the amount of said funds credited to the Corporation and deposited in
its account with the Custodian.
7. PURCHASE ORDERS.
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Upon receipt of an order for the purchase of shares of the
Corporation, accompanied by sufficient information to enable Countrywide to
establish a shareholder account, Countrywide shall, as of the next determination
of net asset value after receipt of such order in accordance with the
Corporation'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 Corporation 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 Corporation.
8. RETURNED CHECKS.
---------------
In the event that Countrywide is notified by the Corporation's
Custodian that any check or other order for the payment of money is returned
unpaid for any reason, Countrywide will:
A. Give prompt notification to the Corporation of the non- payment of said
check;
B. In the absence of other instructions from the Corporation, take 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
Corporation and to request the Corporation's Custodian to forward such returned
check to the person who originally submitted the check; and
C. Notify the Corporation of such actions and correct the Corporation's
records maintained by Countrywide pursuant to this Agreement.
9. DIVIDENDS AND DISTRIBUTIONS.
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The Corporation shall furnish Countrywide with appropriate
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evidence of Director action authorizing the declaration of dividends and other
distributions. Countrywide shall establish procedures in accordance with the
Corporation's then current prospectus and statement of additional information
and with other authorized actions of the Corporation's Board of Directors under
which it will have available from the Custodian or the Corporation any required
information for each dividend and other distribution. After deducting any amount
required to be withheld by any applicable laws, Countrywide shall, as agent for
each shareholder who so requests, invest the dividends and other distributions
in full and fractional shares in accordance with the Corporation's then current
prospectus and statement of additional information. If a shareholder has elected
to receive dividends or other distributions in cash, then Countrywide shall
disburse dividends to shareholders of record in accordance with the
Corporation's then current prospectus and statement of additional information.
Countrywide shall, on or before the mailing date of such checks, notify the
Corporation and the Custodian of the estimated amount of cash required to pay
such dividend or distribution, and the Corporation shall instruct the Custodian
to make available sufficient funds therefor in the appropriate account of the
Corporation. Countrywide shall mail to the shareholders periodic statements, as
requested by the Corporation, showing the number of full and fractional shares
and the net asset value per share of shares so credited. When requested by the
Corporation, Countrywide shall prepare and file with the Internal Revenue
Service, and when required, shall address and mail to shareholders, such returns
and information relating to dividends and distributions paid by the Corporation
as are required to be so prepared, filed and mailed by applicable laws, rules
and regulations.
10. UNCLAIMED DIVIDENDS AND UNCLAIMED REDEMPTION PROCEEDS.
-----------------------------------------------------
Countrywide shall, at least annually, furnish in writing to the
Corporation the names and addresses, as shown in the shareholder accounts
maintained by Countrywide, 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. Countrywide shall use its best efforts to contact the shareholders
affected and to follow any other written instructions received from the
Corporation concerning the disposition of any such unclaimed dividends,
distributions or redemption proceeds.
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11. REDEMPTIONS AND EXCHANGES.
-------------------------
A. Countrywide shall process, in accordance with the Corporation's then
current prospectus and statement of additional information, each order for the
redemption of shares accepted by Countrywide. Upon its approval of such
redemption transactions, Countrywide, if requested by the Corporation, 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 each such redemption, Countrywide shall either:
(a) prepare checks in the appropriate amounts for approval and verification by
the Corporation and signature by an authorized officer of Countrywide 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 Corporation's Board of Directors 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 Corporation and accepted by Countrywide. If
Countrywide or the Corporation determines that a request for redemption does not
comply with the requirements for redemptions, Countrywide shall promptly notify
the shareholder indicating the reason therefor.
B. If shares of the Corporation are eligible for exchange with shares of
any other investment company, Countrywide, in accordance with the then current
prospectus and statement of additional information and exchange rules of the
Corporation 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 Corporation's shareholders, process such approved
exchange requests.
C. Countrywide shall notify the Corporation and the Custodian on each
business day of the amount of cash required to meet payments made pursuant to
the provisions of this Paragraph 11, and, on the basis of such notice, the
Corporation shall instruct the Custodian to
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make available from time to time sufficient funds therefor in the appropriate
account of the Corporation. Procedures for effecting redemption orders accepted
from shareholders or dealers of record by telephone or other methods shall be
established by mutual agreement between Countrywide and the Corporation
consistent with the Corporation's then current prospectus and statement of
additional information.
D. The authority of Countrywide to perform its responsibilities under
Xxxxxxxxx 0, Xxxxxxxxx 9, and this Paragraph 11 shall be suspended with respect
to any series of the Corporation upon receipt of notification by it of the
suspension of the determination of such series' net asset value.
12. AUTOMATIC WITHDRAWAL PLANS.
--------------------------
Countrywide 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 Corporation. Payments
upon such withdrawal order shall be made by Countrywide from the appropriate
account maintained by the Corporation with the Custodian on approximately the
last business day of each month in which a payment has been requested, and
Countrywide 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
Corporation. From time to time on new automatic withdrawal plans a check for a
payment date already past may be issued upon request by the shareholder.
13. WIRE-ORDER PURCHASES.
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Countrywide 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
Countrywide. Upon receipt of any check drawn or endorsed to the Corporation (or
Countrywide, as agent) or otherwise identified as being payment of an
outstanding wire-order, Countrywide will stamp said check with the date of its
receipt and deposit the amount represented by such check to Countrywide's
deposit accounts maintained with
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the Custodian. Countrywide will cause the Custodian to transfer federal funds in
an amount equal to the net asset value of the shares so purchased to the
Corporation's account with the Custodian and will notify the Corporation before
noon of each business day of the total amount deposited in the Corporation's
deposit accounts, and in the event that payment for a purchase order is not
received by Countrywide or the Custodian on the tenth business day following
receipt of the order, prepare an NASD "notice of failure of dealer to make
payment."
14. OTHER PLANS.
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Countrywide will process such accumulation plans, group programs and
other plans or programs for investing in shares of the Corporation as are now
provided for in the Corporation'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.
15. RECORDKEEPING AND OTHER INFORMATION.
-----------------------------------
Countrywide shall create and maintain all records required by
applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the 1940 Act and the rules thereunder, as the same
may be amended from time to time, pertaining to the various functions performed
by it and not otherwise created and maintained by another party pursuant to
contract with the Corporation. All such records shall be the property of the
Corporation at all times and shall be available for inspection and use by the
Corporation. Where applicable, such records shall be maintained by Countrywide
for the periods and in the places required by Rule 31a-2 under the 1940 Act. The
retention of such records shall be at the expense of the Corporation.
Countrywide shall make available during regular business hours all records and
other data created and maintained pursuant to this Agreement for reasonable
audit and inspection by the Corporation, any person retained by the Corporation,
or any regulatory agency having authority over the Corporation.
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16. SHAREHOLDER RECORDS.
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Countrywide shall maintain records for each shareholder account
showing the following:
A. Names, addresses and tax identifying numbers;
B. Name of the dealer of record, if any;
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 Corporation 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 Countrywide to perform the
calculations contemplated under this Agreement.
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17. TAX RETURNS AND REPORTS.
-----------------------
Countrywide will prepare in the appropriate form, file with the
Internal Revenue Service and appropriate state agencies and, if required, mail
to shareholders of the Corporation such returns for reporting dividends and
distributions paid by the Corporation 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.
18. OTHER INFORMATION TO THE CORPORATION.
------------------------------------
Subject to such instructions, verification and approval of the
Custodian and the Corporation as shall be required by any agreement or
applicable law, Countrywide will also maintain such records as shall be
necessary to furnish to the Corporation 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.
19. ACCESS TO SHAREHOLDER INFORMATION.
---------------------------------
Upon request, Countrywide shall arrange for the Corporation's
investment adviser to have direct access to shareholder information contained in
Countrywide's computer system, including account balances, performance
information and such other information which is available to Countrywide with
respect to shareholder accounts.
20. COOPERATION WITH ACCOUNTANTS.
----------------------------
Countrywide shall cooperate with the Corporation'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 Corporation.
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21. SHAREHOLDER SERVICE AND CORRESPONDENCE.
--------------------------------------
Countrywide 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 Corporation shareholders. Countrywide 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
Countrywide will notify the Corporation of any correspondence or inquiries which
may require an answer from the Corporation.
22. PROXIES.
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Countrywide shall assist the Corporation in the mailing of proxy cards
and other material in connection with shareholder meetings of the Corporation,
shall receive, examine and tabulate returned proxies and shall, if requested by
the Corporation, provide at least one inspector of election to attend and
participate as required by law in shareholder meetings of the Corporation.
23. 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.
24. COMPENSATION.
------------
For the performance of Countrywide's obligations under this Agreement,
each series of the Corporation shall pay Countrywide, on the first business day
following the end of each month, a monthly fee in accordance with the schedule
attached hereto as Schedule A. Countrywide shall not be required to reimburse
the Corporation or the Corporation's investment adviser for (or have deducted
from its fees) any expenses in excess of expense limitations imposed by certain
state securities commissions having jurisdiction over the Corporation. The
Corporation shall promptly reimburse Countrywide for any out-of-pocket expenses
and advances which are to be paid by the Corporation in accordance with
Paragraph 25.
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25. EXPENSES.
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Countrywide shall furnish, at its expense and without cost to the
Corporation (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
Countrywide under this Paragraph 25 shall be paid by the Corporation, including,
but not limited to, costs and expenses of officers and employees of Countrywide
in attending meetings of the Board of Directors and shareholders of the
Corporation, as well as 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
pricing services, 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 Countrywide for services
provided under this Agreement. Postage for mailings of dividends, proxies,
reports and other mailings to all shareholders shall be advanced to Countrywide
three business days prior to the mailing date of such materials.
26. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
--------------------------------------------------
The parties hereto acknowledge and agree that nothing contained herein
shall be construed to require Countrywide to perform any services for the
Corporation which services could cause Countrywide to be deemed an "investment
adviser" of the Corporation within the meaning of Section 2(a)(20) of the 1940
Act or to supersede or contravene the Corporation's prospectus or statement of
additional information 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 Countrywide, the Corporation 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
regulations of governmental authorities having jurisdiction.
27. REFERENCES TO COUNTRYWIDE.
-------------------------
The Corporation shall not circulate any printed matter which
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contains any reference to Countrywide without the prior written approval of
Countrywide, excepting solely such printed matter as merely identifies
Countrywide as Administrative Services Agent, Transfer, Shareholder Servicing
and Dividend Disbursing Agent and Accounting Services Agent. The Corporation
will submit printed matter requiring approval to Countrywide in draft form,
allowing sufficient time for review by Countrywide and its counsel prior to any
deadline for printing.
28. EQUIPMENT FAILURES.
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Countrywide shall take all steps necessary to minimize or avoid
service interruptions, and has entered into one or more agreements making
provision for emergency use of electronic data processing equipment. Countrywide
shall have no liability with respect to equipment failures beyond its control.
29. INDEMNIFICATION OF COUNTRYWIDE.
------------------------------
A. Countrywide 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 Countrywide 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 Corporation 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
Countrywide under this Agreement or by reason of reckless disregard by any of
such persons of the obligations and duties of Countrywide under this Agreement.
B. Any person, even though also a director, officer, employee, shareholder
or agent of Countrywide, or any of its affiliates, who may be or become an
officer, director, employee or agent of the Corporation, shall be deemed, when
rendering services to the Corporation or acting on any business of the
Corporation, to be rendering such services to or acting solely as an officer,
director, employee or agent of the Corporation and not as a director, officer,
employee, shareholder or agent of or one under the control or
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direction of Countrywide or any of its affiliates, even though paid by one of
these entities.
C. The Corporation shall indemnify and hold harmless Countrywide, its
directors, officers, employees, shareholders, agents, control persons and
affiliates 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 Countrywide may sustain or incur or which may be asserted against
Countrywide by any person by reason of, or as a result of: (i) any action taken
or omitted to be taken by Countrywide in good faith in reliance upon any
certificate, instrument, order or share certificate reasonably believed by it to
be genuine and to be signed, countersigned or executed by any duly authorized
person, upon the oral instructions or written instructions of an authorized
person of the Corporation or upon the opinion of legal counsel for the
Corporation or its own counsel; or (ii) any action taken or omitted to be taken
by Countrywide 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 Countrywide 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.
30. TERMINATION
-----------
A. The provisions of this Agreement shall be effective on the date first
above written, shall continue in effect for two years from that date and shall
continue in force from year to year thereafter, but only so long as such
continuance is approved (1) by Countrywide, (2) by vote, cast in person at a
meeting called for the purpose, of a majority of the Corporation's Directors 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 Corporation's Board
of Directors or a majority of the Corporation's outstanding voting securities.
B. Either party may terminate this Agreement on any date by giving the
other party at least sixty (60) days' prior written notice of such termination
specifying the date fixed therefore. Upon termination of this Agreement, the
Corporation shall pay to
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Countrywide such compensation as may be due as of the date of such termination,
and shall likewise reimburse Countrywide for any out-of-pocket expenses and
disbursements reasonably incurred by Countrywide to such date.
C. In the event that in connection with the termination of this Agreement a
successor to any of Countrywide's duties or responsibilities under this
Agreement is designated by the Corporation by written notice to Countrywide,
Countrywide shall, promptly upon such termination and at the expense of the
Corporation, transfer all records maintained by Countrywide under this Agreement
and shall cooperate in the transfer of such duties and responsibilities,
including providing for assistance from Countrywide's cognizant personnel in the
establishment of books, records and other data by such successor.
31. SERVICES FOR OTHERS.
-------------------
Nothing in this Agreement shall prevent Countrywide or any affiliated
person (as defined in the 0000 Xxx) of Countrywide from providing services for
any other person, firm or corporation (including other investment companies);
provided, however, that Countrywide expressly represents that it will undertake
no activities which, in its judgment, will adversely affect the performance of
its obligations to the Corporation under this Agreement.
32. LIMITATION OF LIABILITY.
-----------------------
It is expressly agreed that the obligations of the Corporation
hereunder shall not be binding upon any of the Directors, shareholders,
nominees, officers, agents or employees of the Corporation, personally, but bind
only the Corporation property of the Corporation. The execution and delivery of
this Agreement have been authorized by the Directors of the Corporation and
signed by an officer of the Corporation, acting as such, and neither such
authorization by such Directors 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 Corporation
property of the Corporation.
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33. SEVERABILITY.
------------
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.
34. QUESTIONS OF INTERPRETATION.
---------------------------
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 SEC 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 SEC, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
35. NOTICES.
-------
All notices, requests, consents and other communications required or
permitted under this Agreement shall be in writing (including telex and
telegraphic communication) and shall be (as elected by the person giving such
notice) hand delivered by messenger or courier service, telecommunicated, or
mailed (airmail if international) by registered or certified mail (postage
prepaid), return receipt requested, addressed to:
To the Corporation: Xxxxxxx Capital Mutual Fund Group, Inc.
c/x Xxxxxxxxx Group
0000 Xxxx Xxxxxxxxx Xxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxx
To Countrywide: Countrywide Fund Services, Inc.
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
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or to such other address as any party may designate by notice complying with the
terms of this Section 35. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery; (b) on the date telecommunicated if by
telegraph; (c) on the date of transmission with confirmed answer back if by
telex, telefax or other telegraphic method; and (d) on the date upon which the
return receipt is signed or delivery is refused or the notice is designated by
the postal authorities as not deliverable, as the case may be, if mailed.
36. AMENDMENT.
---------
This Agreement may not be amended or modified except by a written
agreement executed by both parties.
37. BINDING EFFECT.
--------------
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.
38. COUNTERPARTS.
------------
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.
39. FORCE MAJEURE.
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If Countrywide 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
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performance in connection with this Agreement shall be extended to include the
period of such delay or non-performance.
40. MISCELLANEOUS.
-------------
The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
XXXXXXX CAPITAL MUTUAL FUND GROUP, INC.
By:
------------------------------
Its: President
COUNTRYWIDE FUND SERVICES, INC.
By:
------------------------------
Its: President
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Schedule A
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COMPENSATION
------------
Services FEE
-------- ---
(Per Account)
As Transfer, Dividend Disbursing,
Shareholder Service and Plan Agent:
Xxxxxxx Fund Payable monthly at
rate of $17.00/year
Xxxxxxx Fledgling Fund Payable monthly at
rate of $17.00/year
Each Fund will be subject to a minimum charge of $1,000 per month.
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