ADMINISTRATION, ACCOUNTING AND TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of February 28, 1997 by and between Xxxxxxx
MultiFund Trust (the "Trust"), a Massachusetts business trust,
Xxxxxxx Capital Management, Inc. ("Xxxxxxx"), a Minnesota corpo-
ration, and Countrywide Fund Services, Inc. ("Countrywide"), an
Ohio corporation.
WHEREAS, the Trust has been organized to operate as an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, Xxxxxxx 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 Xxxxxxx is
responsible for retaining and compensating agents to provide nonadvisory
services to the Trust; and
WHEREAS, Xxxxxxx desires to appoint Countrywide to serve as its
administrative agent, accounting and pricing agent and transfer agent, dividend
disbursing agent, shareholder service agent, plan agent and shareholder purchase
and redemption agent, and Countrywide is willing to act in such capacities upon
the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. APPOINTMENT.
Countrywide is hereby appointed to provide the Trust with
those services described in this Agreement, and Countrywide accepts such
appointment and agrees to provide such services under the terms and conditions
set forth herein.
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
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Declaration of Trust and the Bylaws of the Trust;
D. Certified copies of each resolution of the Board of Trust-
ees authorizing officers to give instructions to Country-
wide;
E. Specimens of all new forms of share certificates accompa-
xxxx by Board of Trustees' resolutions approving such
forms;
F. Such other certificates, documents or opinions which Coun-
trywide may, in its discretion, deem necessary or appropri-
ate in the proper performance of its duties;
G. Copies of all Underwriting and Dealer Agreements in effect;
H. Copies of all Advisory Agreements in effect; and
I. Copies of all documents relating to special investment or
withdrawal plans which are offered or may be offered in the
future by the Trust and for which Countrywide is to act as
plan agent.
3. TRUST ADMINISTRATION.
Subject to the direction and control of Xxxxxxx and the
Trust, Countrywide shall supervise the Trust's business affairs not otherwise
supervised by other agents of the Trust. To the extent not otherwise the primary
responsibility of, or provided by, other agents of Xxxxxxx or the Trust,
Countrywide shall supply (i) non-investment related statistical and research
data, (ii) internal regulatory compliance 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 and post-effective amendments to the Trust's
registration statement, and (iv) necessary materials for meetings of the Trust's
Board of Trustees unless prepared by other parties under agreement with Xxxxxxx
or the Trust. Countrywide shall provide personnel to serve as officers of the
Trust if so elected by the Board of Trustees; provided, however, that Xxxxxxx
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.
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4. CALCULATION OF NET ASSET VALUE.
Countrywide will maintain and keep current the general
ledger for each series of the Trust, recording all income and expenses, capital
share activity and security transactions of the Trust. Countrywide will
calculate the net asset value of each series of the Trust and the per share net
asset value of each series of the Trust, in accordance with the Trust's current
prospectus and statement of additional information, once daily as of the time
selected by the Trust's Board of Trustees. Countrywide will prepare and maintain
a daily valuation of all securities and other assets of the Trust in accordance
with instructions from a designated officer of the Trust or Xxxxxxx and in the
manner set forth in the current prospectus and statement of additional
information. In valuing securities of the Trust, Countrywide may contract with,
and rely upon market quotations provided by, outside services.
5. PAYMENT OF TRUST EXPENSES.
Countrywide shall process each request received from the
Trust or its authorized agents for payment of the Trust's expenses. Upon receipt
of written instructions signed by an officer or other authorized agent of the
Trust, Countrywide shall prepare checks in the appropriate amounts which shall
be signed by an authorized officer of Countrywide and mailed to the appropriate
party.
6. COUNTRYWIDE TO RECORD SHARES.
Countrywide shall record the issuance of shares of the Trust
and maintain pursuant to applicable rules of the SEC 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. Countrywide shall also provide the
Trust on a regular basis or upon reasonable request the total number of shares
which are authorized, issued and outstanding, but shall have no obligation when
recording the issuance of the Trust's shares, except as otherwise set forth
herein, to monitor the issuance of such shares or to take cognizance of any laws
relating to the issue or sale of such shares, which functions shall be the sole
responsibility of the Trust.
7. 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 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.
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8. SHARE CERTIFICATES.
If the Trust 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 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 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 Trust, by facsimile; and notwithstanding the
death, resignation or removal of any officers of the Trust 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 Trust. 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
Trust, and issued by a surety company satisfactory to Countrywide and the Trust.
9. 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, Countrywide 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 Trust's then current prospectus and statement of additional information,
Countrywide shall notify the Trust, at the close of each business day, in
writing of the amount of said funds credited to the Trust and deposited in its
account with the Custodian.
10. PURCHASE ORDERS.
Upon receipt of a check or other order for the purchase of
shares of the Trust, 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 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
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or by computer report at the close of each business day of such transactions and
shall mail to the shareholder and/or dealer of record a notice of such credit
when requested to do so by the Trust.
11. RETURNED CHECKS.
In the event that Countrywide is notified by the Trust'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 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 Countrywide pursuant to this
Agreement.
12. DIVIDENDS AND DISTRIBUTIONS.
The Trust shall furnish Countrywide with appropriate
evidence of trustee action authorizing the declaration of dividends and other
distributions. Countrywide 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 or the Trust 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 Trust'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 Trust's then
current prospectus and statement of additional information. Countrywide shall,
on or before the mailing date of such checks, notify the Trust and the Custodian
of the estimated amount of cash required to pay such dividend or distribution,
and the Trust shall instruct the Custodian to make available sufficient funds
therefor in the appropriate account of the Trust. Countrywide shall mail to the
shareholders periodic statements, as requested by the Trust,
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showing the number of full and fractional shares and the net asset value per
share of shares so credited. When requested by the Trust, 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 Trust as are required to be so prepared,
filed and mailed by applicable laws, rules and regulations.
13. UNCLAIMED DIVIDENDS AND UNCLAIMED REDEMPTION PROCEEDS.
Countrywide shall, at least annually, furnish in writing to
the Trust 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 Trust
concerning the disposition of any such unclaimed dividends, distributions or
redemption proceeds.
14. REDEMPTIONS AND EXCHANGES.
A. Countrywide 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 Countrywide. Upon its approval of such
redemption transactions, Countrywide, if requested by the Trust, shall mail to
the shareholder and/or dealer of record a confirmation showing trade date,
number of full and fractional shares redeemed, the price per share and the total
redemption proceeds. For each such redemption, Countrywide shall either: (a)
prepare checks in the appropriate amounts for approval and verification by the
Trust 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 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 Countrywide. If Countrywide or the Trust
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 Trust are eligible for exchange with
shares of any other investment company, Countrywide, in accor-
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dance 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. Countrywide 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, 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 Countrywide
and the Trust consistent with the then current prospectus and statement of
additional information.
D. The authority of Countrywide to perform its
responsibilities under Xxxxxxxxx 00, Xxxxxxxxx 12, and this Paragraph 14 shall
be suspended with respect to any series of the Trust upon receipt of
notification by it of the suspension of the determination of such series' net
asset value.
15. 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 Trust.
Payments upon such withdrawal order shall be made by Countrywide 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
will withdraw from a shareholder's account and present for repurchase or
redemption as many shares as shall be sufficient to make such withdrawal
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.
16. WIRE-ORDER PURCHASES.
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 Trust
(or Countrywide, as agent) or otherwise identified as being payment of an
outstanding wire-order, Countrywide will stamp said check
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with the date of its receipt and deposit the amount represented by such check to
Countrywide's deposit accounts maintained with 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 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 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."
17. OTHER PLANS.
Countrywide 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.
18. 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 Xxxxxxx 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 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 Xxxxxxx. 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, Xxxxxxx, or any regulatory agency having authority over the Trust.
19. SHAREHOLDER RECORDS.
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;
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D. Historical information regarding the account of each share-
holder, including dividends and distributions in cash or
invested in shares;
E. Information with respect to the source of all dividends and
distributions allocated among income, realized short-term
gains and realized long-term gains;
F. Any instructions from a shareholder including all forms
furnished by the Trust and executed by a shareholder with
respect to (i) dividend or distribution elections and (ii)
elections with respect to payment options in connection
with the redemption of shares;
G. Any correspondence relating to the current maintenance of a
shareholder's account;
H. Certificate numbers and denominations for any shareholder
holding certificates;
I. Any stop or restraining order placed against a
shareholder's account;
J. Information with respect to withholding in the case of a
foreign account or any other account for which with-
holding is required by the Internal Revenue Code of
1986, as amended; and
K. Any information required in order for Countrywide to per-
form the calculations contemplated under this Agreement.
20. 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 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.
21. FORM N-SAR.
Countrywide shall maintain such records within its control
and shall be requested by the Trust to assist the Trust in fulfilling the
requirements of Form N-SAR.
22. OTHER INFORMATION TO THE TRUST.
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Subject to such instructions, verification and approval of
the Custodian and the Trust as shall be required by any agreement or applicable
law, Countrywide 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.
23. ACCESS TO SHAREHOLDER INFORMATION.
Upon request, Countrywide shall arrange for the Trust'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.
24. COOPERATION WITH ACCOUNTANTS.
Countrywide 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.
25. 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 Trust 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 Trust of any correspondence or inquiries
which may require an answer from the Trust.
26. PROXIES.
Countrywide 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.
27. 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.
28. COMPENSATION.
For the performance of Countrywide's obligations under this
Agreement, Xxxxxxx 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 Trust
or Xxxxxxx for (or have deducted from its fees) any expenses in excess of
expense limitations imposed by certain state securities commissions having
jurisdiction over the Trust. The Trust shall promptly reimburse Countrywide for
any out-of-pocket expenses and advances which are to be paid by the Trust in
accordance with Paragraph 29.
29. EXPENSES.
Countrywide 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
Countrywide under this Paragraph 29 shall be paid by Xxxxxxx, 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 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.
30. REFERENCES TO COUNTRYWIDE.
The Trust or Xxxxxxx 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 or
Xxxxxxx 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.
31. EQUIPMENT FAILURES.
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In the event of equipment failures beyond Countrywide's
control, Countrywide shall take all steps necessary to minimize service
interruptions but shall have no liability with respect thereto. Countrywide
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.
32. 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 Trust or Xxxxxxx 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, trustee, employee or agent of the Trust, shall be deemed,
when rendering services to the Trust or acting on any business of the Trust, to
be rendering such services to or acting solely as an officer, trustee, employee
or agent of the Trust and not as a director, officer, employee, shareholder or
agent of or one under the control or direction of Countrywide or any of its
affiliates, even though paid by one of these entities.
C. Notwithstanding any other provision of this Agreement, the Trust
and Xxxxxxx shall each 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 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
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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.
33. 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 Xxxxxxx, (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 0000 Xxx) 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, Xxxxxxx 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.
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 or by Xxxxxxx by written notice
to Countrywide, Countrywide shall, promptly upon such termination and at the
expense of Xxxxxxx, transfer 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.
34. 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
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activities which, in its judgment, will adversely affect the performance of its
obligations to the Trust under this Agreement.
35. 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 or Xxxxxxx 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 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 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.
36. LIMITATION OF LIABILITY.
It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust, personally, but bind only the trust
property of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by an officer of the Trust,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Trust.
37. 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.
38. 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
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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.
39. NOTICES.
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 Xxxxxxx for this purpose shall be 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx,
Xxxxxxxxx 00000 and that the address of Countrywide for this purpose shall be
000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000.
40. 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.
41. 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.
42. FORCE MAJEURE.
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.
43. MISCELLANEOUS.
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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 MULTIFUND TRUST
By: /s/ Xxxxxx X. Xxxxxxx
Its: Chairman of the Board
XXXXXXX CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Its: President
COUNTRYWIDE FUND SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Its: President
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Schedule A
COMPENSATION
For the administrative, fund accounting, transfer agent and
shareholder services provided by Countrywide Fund Services, Inc. to the Xxxxxxx
MultiFund Trust, Xxxxxxx will pay to Countrywide Fund Services, Inc. a monthly
fee calculated based upon the following schedule:
Base Fees Monthly Fee
3 Funds $15,000
6 Funds 24,000
Additional Fees
A monthly fee calculated at an annual rate of the Trust's
average daily net assets according to the following
schedule:
Percentage Average Daily
Rate Net Assets
.04% First $200,000,000
.03% Next 300,000,000
.02% Over 500,000,000
Per Account Fees
An annual per account fee of $8.00 for each shareholder
account, payable monthly.
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