TRANSFER, DIVIDEND DISBURSING, SHAREHOLDER SERVICE AND PLAN AGENCY AGREEMENT
THIS AGREEMENT effective as of February 28, 1997 by and between PRAGMA
INVESTMENT TRUST (the "Trust"), an Ohio business trust, PRAGMA, INC.
("PRAGMA"), a Texas corporation, and COUNTRYWIDE FUND SERVICES, INC. (the
TRANSFER, DIVIDEND DISBURSING, SHAREHOLDER SERVICE
AND PLAN AGENCY AGREEMENT
THIS AGREEMENT effective as of February 28, 1997 by and between PRAGMA
INVESTMENT TRUST (the "Trust"), an Ohio business trust, PRAGMA, INC. ("PRAGMA"),
a Texas corporation, and COUNTRYWIDE FUND SERVICES, INC. (the "T/A"), an Ohio
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, PRAGMA is registered as an investment adviser under the
Investment Advisers Act of 1940 and provides advisory services to the Trust
pursuant to an Investment Advisory Agreement; and
WHEREAS, under the Investment Advisory Agreement, PRAGMA is responsible
for retaining and compensating agents to provide non- advisory services to the
WHEREAS, PRAGMA desires to appoint the T/A as the Trust's 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.
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.
The Trust will furnish from time to time the following
A. Each resolution of the Board of Trustees of the
Trust authorizing the original issue of its
B. Each Registration Statement filed with the
Securities and Exchange Commission and amendments
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 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
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.
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
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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.
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.
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 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.
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, the T/A shall stamp the check or instrument with the date of receipt and
shall forthwith process the same for collection. Upon receipt of notification of
receipt of funds eligible for share purchases in accordance with the
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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
7. PURCHASE ORDERS.
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 required by applicable securities
laws or regulations.
8. RETURNED CHECKS.
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 of the non-
payment of said check;
B. In the absence of other instructions from the
Trust, 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 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
9. DIVIDENDS AND DISTRIBUTIONS.
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.
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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, 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. The T/A 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 Trust as are required to be so prepared, filed and
mailed by applicable laws, rules and regulations.
10. UNCLAIMED DIVIDENDS AND UNCLAIMED REDEMPTION PROCEEDS.
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
11. REDEMPTIONS AND EXCHANGES.
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, when required by applicable securities laws or
regulations, 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
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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 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 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 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
D. The authority of the T/A to perform its responsibilities
under Paragraph 7, Paragraph 9 and this Paragraph 11 shall be suspended upon
receipt of notification by it of the suspension of the determination of the
Trust's net asset value.
12. AUTOMATIC WITHDRAWAL PLANS.
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 last business day of each month in which a payment has been requested, and
the T/A will withdraw from a shareholder's account and present for repurchase or
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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.
13. WIRE-ORDER PURCHASES.
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. 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 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
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."
14. OTHER PLANS.
The T/A will process such 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.
15. RECORDKEEPING AND OTHER INFORMATION.
The T/A 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 PRAGMA or 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 the T/A 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 PRAGMA. The T/A shall make available
during regular business hours all records and other data created for inspection
by the Trust and PRAGMA or their agents, or any regulatory agency having
authority over the Trust.
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16. BOOKS AND RECORDS.
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
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
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
17. TAX RETURNS AND REPORTS.
The T/A will prepare in the appropriate form, file with the
Internal Revenue Service and appropriate state agencies and 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.
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18. OTHER INFORMATION TO THE TRUST.
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.
19. ACCESS TO SHAREHOLDER INFORMATION.
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
20. COOPERATION WITH ACCOUNTANTS.
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.
21. SHAREHOLDER SERVICE AND CORRESPONDENCE.
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.
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.
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23. FURTHER ACTIONS.
Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
24. FEES AND CHARGES.
For performing its services under this Agreement, PRAGMA shall
pay the T/A with respect to each series of the Trust in accordance with the
schedule attached hereto as Schedule A. Fees shall be paid monthly. PRAGMA shall
promptly reimburse the T/A for any out of pocket expenses and advances which are
to be paid by PRAGMA in accordance with Paragraph 25.
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 25 shall be paid by PRAGMA, 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.
26. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
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 or PRAGMA which services could cause the T/A 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
regulations of governmental authorities having jurisdiction.
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27. REFERENCES TO THE T/A, PRAGMA AND THE TRUST.
A. The Trust or PRAGMA 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 or PRAGMA 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.
B. The T/A shall not circulate any printed matter which
contains any reference to the Trust or PRAGMA without the prior written approval
of the Trust or PRAGMA, excepting solely such printed matter as merely
identifies PRAGMA and the Trust as clients of the T/A. The T/A will submit
printed matter requiring approval to PRAGMA and/or the Trust in draft form,
allowing sufficient time for review by PRAGMA and/or the Trust and its counsel
prior to any deadline for printing.
28. EQUIPMENT FAILURES.
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.
29. INDEMNIFICATION OF THE T/A.
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 or PRAGMA 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
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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 and PRAGMA shall each 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 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.
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 the T/A, (2) by PRAGMA, (3) 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 1940 Act) of any such party, and (4) by vote of a majority of the Trust's
Board of Trustees or a majority of the Trust's outstanding voting securities.
B. Any party may terminate this Agreement on any date by
giving the other parties at least sixty (60) days' prior written notice of such
termination specifying the date fixed therefor. Upon termination of this
Agreement, PRAGMA 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
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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 or by PRAGMA by written notice to the
T/A, the T/A shall, promptly upon such termination and at the expense of PRAGMA,
transfer all records and unused statement stationery and similar materials
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.
31. SERVICES FOR OTHERS.
Nothing in this Agreement shall prevent the T/A or any
affiliated person (as defined in the 1940 Act) 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 under this Agreement.
32. REPRESENTATIONS OF THE T/A
The T/A represents and warrants that no legal proceedings or
regulatory investigations are pending against the T/A which could have a
material impact on the operations or financial condition of the T/A. The T/A
also represents and warrants that it currently maintains all registrations and
meets all capital requirements under applicable laws in order to provide the
services contemplated herein, and will continue to do so for the duration of
this Agreement. The T/A agrees that it will notify PRAGMA and the Trust
immediately should it become a party to any legal proceeding, regulatory
investigation or enforcement action that could have a material impact on the
operations or financial condition of the T/A. The T/A further agrees that it
will immediately notify PRAGMA and the Trust of any material change in the
ownership or control of the T/A.
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.
34. LIMITATION OF LIABILITY.
The term "PRAGMA 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
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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.
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.
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.
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 of PRAGMA for this purpose shall be 7150 Greenville Avenue, Suite 101,
Dallas, Texas 75231 and that the address of the T/A for this purpose shall be
312 Walnut Street, Cincinnati, Ohio 45202.
38. 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.
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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.
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.
PRAGMA INVESTMENT TRUST
By:/S/ JOHN H. ALBAN III
By:/S/ JOHN H. ALBAN III
COUNTRYWIDE FUND SERVICES, INC.
By:/S/ ROBERT G. DORSEY
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As Transfer, Dividend Disbursing and
SHAREHOLDER SERVICE AGENT
Payable monthly at
PRAGMA Providence Fund: rate of $17/account per
year; subject to minimum
of $1,000 per month
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