ADMINISTRATION AGREEMENT
------------------------
AGREEMENT dated as of , 199 between ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Trust, a Massachusetts
business trust (the "Trust"), and Countrywide Fund Services, Inc.
("Countrywide"), an Ohio corporation.
WHEREAS, the Trust is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust wishes to employ the services of Countrywide to serve as
its administrative 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 Trust and Countrywide agree as follows:
1. APPOINTMENT.
------------
The Trust hereby appoints and employs Countrywide as agent to perform
those services described in this Agreement for the Trust. Countrywide shall act
under such appointment and perform the obligations thereof upon the terms and
conditions hereinafter set forth.
2. DOCUMENTATION.
--------------
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 (the "SEC") and amendments thereof;
C. A certified copy of each amendment to the Agreement and Declaration of
Trust and the Bylaws of the Trust;
D. Certified copies of each resolution of the Board of Trustees
authorizing officers to give instructions to Countrywide;
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 Countrywide may,
in its reasonable 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 Investment 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 Countrywide is to act as plan agent.
3. TRUST ADMINISTRATION.
---------------------
Subject to the direction and control of the Trustees of the Trust,
Countrywide shall provide all administrative services required for the conduct
of the Trust's business affairs not otherwise provided by other agents of the
Trust. To the extent not otherwise the primary responsibility of, or provided
by, other agents of the Trust, Countrywide shall, without limitation, supply (i)
office facilities, (ii) internal auditing and regulatory services, and (iii)
executive and administrative services. Countrywide shall coordinate the
preparation of (i) tax returns, (ii) reports to shareholders of the Trust, (iii)
reports to and filings with the SEC and state securities authorities, including
preliminary and definitive proxy materials, post-effective amendments to the
Trust's registration statement, and the Trust's Form N-SAR, and (iv) necessary
materials for Board of Trustees' meetings unless prepared by other parties under
agreement with the Trust. Countrywide shall provide personnel to serve as
officers of the Trust if so elected by the Board of Trustees; provided, however,
that the Adviser shall reimburse Countrywide for the reasonable out-of-pocket
expenses incurred by such personnel in attending Board of Trustees' meetings and
shareholders' meetings of the Trust.
4. 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 hereunder and not otherwise created and maintained by another party
pursuant to contract with the Trust. All such records shall be the property of
the Trust at all times and shall be available for inspection and use by the
Trust. 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 ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Investment
Advisors, Inc. 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 Trust, any person retained by the Trust,
or any regulatory agency having authority over the Trust.
2
5. FURTHER ACTIONS.
----------------
Each party agrees to perform such further acts and execute such
further documents as are reasonably necessary to effectuate the purposes hereof.
6. COMPENSATION.
-------------
For the performance of Countrywide's obligations under this Agreement,
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Investment Advisors, Inc., the investment adviser to the Trust,
shall pay Countrywide, on the first business day following the end of each
month, a monthly fee at the annual rate of .15% of the average daily net assets
of each series of the Trust up to $100 million; .10% of each Series' assets from
$100 million to $500 million; .075% of each Series' assets from $500 million to
$900 million; and .05% of each Series' assets in excess of $900 million;
provided, however, that the minimum fee shall be $2,000 per month for each
series.
7. 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 Trust
which services could cause Countrywide 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 Trust'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 or in any other agreement between the Trust and
Countrywide, and except for the accuracy of information furnished to it by
Countrywide, 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 regulations of governmental authorities having
jurisdiction.
8. REFERENCES TO COUNTRYWIDE.
--------------------------
The Trust shall not circulate any printed matter which 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 Trust will submit printed
matter requiring approval to Countrywide in draft form, allowing reasonable time
for review by Countrywide and its counsel prior to any deadline for printing.
9. INDEMNIFICATION.
----------------
A. In performing its services hereunder, 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
3
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 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, trustee or employee 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 or employee
of the Trust and not as a director, officer, employee, shareholder or agent of
or one under the control or direction of Countrywide 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 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 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 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 negligence, willful misconduct, bad faith, or reckless disregard of its or
their own duties hereunder.
D. Notwithstanding any other provision of this Agreement, Countrywide
shall indemnify and hold harmless the Trust, its trustees, 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 in law) of any and every nature which any of them may sustain or incur
or which may be asserted against any of them by any person by reason of, or as a
result of, the willful misfeasance, bad faith or negligence on part of
Countrywide, its employees or agents 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.
E. Upon the assertion of a claim for which a party may be required to
provide indemnification hereunder, the person seeking indemnification shall
promptly notify such party
4
of such assertion and shall keep the such party advised with respect to all
developments concerning such claim. The party who may be required to indemnify
shall have the option to participate with the person seeking indemnification in
the defense of such claim or to defend against such claim with counsel
reasonably acceptable to the indemnified person in such party's own name or in
the name of such person. The person seeking indemnification shall in no case
confess any claim or make any compromise in any case in which a party may be
required to indemnify it except with the such party's prior written consent. An
idemnifying party shall in no event be liable to bear the expenses of more than
one counsel for all indemnified persons in connection with any matter for which
it is providing indemnification hereunder.
10. 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, and (2) by the Trust's Board of
Trustees.
B. Either party may terminate this Agreement for any reason, without
penalty, on any date by giving the other party at least sixty (60) days' prior
written notice of such termination specifying the date fixed therefor. Upon
termination of this Agreement, ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Investment Advisors, Inc. shall
pay to 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 and
payable to Countrywide hereunder.
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 Trust by written notice to Countrywide,
Countrywide shall, promptly upon such termination and at the expense of
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Investment Advisors, Inc., transfer to such successor all
records maintained by Countrywide under this Agreement and shall cooperate in
the transfer of such duties and responsibilities, including provision for
assistance from Countrywide's cognizant personnel in the establishment of books,
records and other data by such successor.
11. SERVICES FOR OTHERS.
--------------------
Nothing in this Agreement shall prevent Countrywide or any affiliated
person (as defined in the ▇▇▇▇ ▇▇▇) 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 Trust under this Agreement.
12. LIMITATION OF LIABILITY.
------------------------
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding personally upon any of the Trustees, shareholders,
nominees, officers, agents or
5
employees of the Trust, but shall bind only the trust property of the Trust. It
is further expressly agreed that the debts, liabilities, obligations and
expenses of any series of the Trust hereunder shall be enforceable against the
asset and property of such series only, and not against the assets and property
of any other series of the Trust. Neither the authorization of this Agreement by
the Trustees of the Trust, nor its execution and delivery by an officer of the
Trust, 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.
13. 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.
14. 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 the 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.
15. 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 Trust: ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Trust
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
To Countrywide: Countrywide Fund Services, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
or to such other address as any party may designate by notice complying with the
terms of this Section 15. Each such notice shall be deemed delivered (a) on the
date delivered if by personal
6
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.
16. AMENDMENT.
----------
This Agreement may not be amended or modified except by a written
agreement executed by both parties; provided, however, that no provision of
Sections 4, 6 and 10 hereof which would increase the expenses to be paid by
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Investment Advisors, Inc. shall be amended without its prior
written consent.
17. BINDING EFFECT.
---------------
Each of the undersigned expressly warrants and represents to the other
that it has full power and authority to enter into and perform this Agreement,
that its execution and delivery of this Agreement has been duly authorized by
all necessary corporate or trust action, that the person signing this Agreement
on its behalf if duly authorized and has full power to do so, and that this
Agreement is its valid and binding obligation, duly enforceable against in
accordance with the terms hereof.
18. 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.
19. FORCE MAJEURE.
--------------
Countrywide represents and warrants that it has taken reasonable steps
to make its transaction processing and recordkeeping and other systems and
equipment compatible with the change in the year 1999 to 2000 without any
related errors in reports or material disruption to services provided hereunder
and Countrywide expects full compatibility before December 31, 1999.
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 performance in
connection with this Agreement shall be extended to include the period of such
delay or non-performance.
7
20. MISCELLANEOUS.
--------------
Countrywide agrees on behalf of itself and its agents and employees to
treat confidentially all records and other information relating to the Trust and
its various series and all prior, present or potential shareholders thereof,
except after prior notification to, and approval of release of information in
writing by, the Trust, which approval shall not be unreasonably withheld where
Countrywide may be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.
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.
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ TRUST
By:________________________________
Its: President
COUNTRYWIDE FUND SERVICES, INC.
By:________________________________
Its: President
The undersigned hereby agrees to the provisions of Sections 4, 6 and 10 of
the foregoing Administration Agreement.
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ INVESTMENT
ADVISORS, INC.
By:________________________________
Its: President
8
