ACCOUNTING AND PRICING SERVICES AGREEMENT
THIS AGREEMENT effective as of October 28, 1999 by and between COUNTRYWIDE
TAX-FREE TRUST, a Massachusetts business trust (the "Trust") and COUNTRYWIDE
FUND SERVICES, INC., an Ohio corporation ("Countrywide").
WITNESSETH THAT:
WHEREAS, the Trust desires to hire Countrywide to provide the Trust with
certain accounting and pricing services, and Countrywide is willing to provide
such services 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.
Countrywide is hereby appointed to provide the Trust with certain
accounting and pricing services, and Countrywide accepts such appointment and
agrees to provide such services under the terms and conditions set forth herein.
2. CALCULATION OF NET ASSET VALUE.
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 effective Registration Statement on Form N-1A under the
Securities Act of 1933, as amended, including its current prospectus and
statement of additional information (the "Registration Statement"), 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
its investment adviser and in the manner set forth in the Registration
Statement. In valuing securities of the Trust, Countrywide may contract with,
and rely upon market quotations provided by, outside services, the cost of which
shall be borne by the Trust.
3. BOOKS AND RECORDS.
Countrywide will maintain such books and records as are necessary to enable
it to perform its duties under this Agreement, and, in addition, will prepare
and maintain complete, accurate and current all records with respect to the
Trust required to be maintained by the Trust under the Internal Revenue Code, as
amended (the "Code") and under the general rules and
regulations of the Investment Company Act of 1940, as amended (the "Act"), and
will preserve said records in the manner and for the periods prescribed in the
Code and such rules and regulations. The retention of such records shall be at
the expense of the Trust.
All of the records prepared and maintained by Countrywide pursuant to this
Paragraph 3 which are required to be maintained by the Trust under the Code and
the Act ("Required Records") will be the property of the Trust. In the event
this Agreement is terminated, all Required Records shall be delivered to the
Trust or to any person designated by the Trust at the Trust's expense, and
Countrywide shall be relieved of responsibility for the preparation and
maintenance of any Required Records delivered to the Trust or any such person.
4. 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.
5. FEES AND CHARGES.
For performing its services under this Agreement, the Trust shall pay
Countrywide a fee in accordance with the schedule attached hereto as Schedule A.
6. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
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 the preparation, contents and distribution of each prospectus
and statement of additional information of the Trust, for complying with all
applicable requirements of the Act, the Securities Act of 1933, as amended, and
any laws, rules and regulations of governmental authorities having jurisdiction.
7. CONFIDENTIALITY.
Countrywide agrees to treat all records and other information relative to
the Trust and its prior, present or potential shareholders confidentially and
Countrywide on behalf of itself and its employees agrees to keep confidential
all such information, except (after prior notification to and approval in
writing by the Trust, which approval shall not be unreasonably withheld and may
not be 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.
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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
Transfer Agent, Plan Agent, Dividend Disbursing Agent, Shareholder Service Agent
and Accounting and Pricing Services Agent. The Trust 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.
9. EQUIPMENT FAILURES.
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.
10. 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 Act or 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
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, 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 (other than services or business in
connection with Countrywide's duties hereunder), to be rendering such services
to or acting solely for the Trust and not as a director, officer, employee,
shareholder or agent of, or one under the control or direction of Countrywide,
even though paid by it.
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(c) Notwithstanding any other provision of this Agreement, the Trust
shall indemnify and hold harmless Countrywide, 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 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 stock 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 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.
11. MAINTENANCE OF INSURANCE COVERAGE.
At all times during the term of this Agreement, Countrywide shall be a
named insured party on the Trust's Errors & Omissions policy and the Trust's
Fidelity Bond, both of which shall include coverage of Countrywide's officers
and employees. Countrywide shall pay its allocable share of the cost of such
policies in accordance with the provisions of the Act. The scope of coverage and
amount of insurance limits applicable to the Trust on such policies shall also
be made applicable to Countrywide.
12. FURTHER ACTIONS.
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
13. TERMINATION.
(a) The provisions of this Agreement shall be effective upon its
execution, shall continue in effect for two years from that date and shall
continue in force from year to year thereafter, but only so long as such
continuance is approved (1) by Countrywide, (2) by vote, cast in person at a
meeting called for the purpose, of a majority of the Trust's trustees who are
not parties to this Agreement or interested persons (as defined
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in the Act) of any such party, and (3) by vote of a majority of the Trust's
Board of Trustees or a majority of the Trust's outstanding voting securities.
(b) Either party may terminate this Agreement on any date by giving
the other party at least sixty (60) days' prior written notice of such
termination specifying the date fixed therefor.
(c) This Agreement shall automatically terminate in the event of its
assignment.
(d) 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 the
Trust, transfer all Required Records 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.
14. SERVICES FOR OTHERS.
Nothing in this Agreement shall prevent Countrywide or any affiliated
person (as defined in the Act) 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.
15. MISCELLANEOUS.
The captions in this Agreement are included for convenience of reference
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
16. LIMITATION OF LIABILITY.
The term "Countrywide Tax-Free Trust" means and refers to the trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto may be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust, personally, but bind only the trust property of the
Trust. This Agreement has 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 by such officer shall be
deemed
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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.
17. 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.
18. QUESTIONS OF INTERPRETATION.
(a) This Agreement shall be governed by the laws of the State of Ohio.
(b) 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 Act shall be resolved by reference to such term or provision of the 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 Act. In
addition, where the effect of a requirement of the 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.
19. 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
Countrywide for this purpose shall be 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000.
20. 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.
21. 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.
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22. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
COUNTRYWIDE TAX-FREE TRUST
By: /s/ Xxxxxx X. Xxxxxxx
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COUNTRYWIDE FUND SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Effective May 1, 2001
Schedule A
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COMPENSATION
FOR FUND ACCOUNTING AND PORTFOLIO PRICING:
Tax-Free Money Fund
California Tax-Free Money Fund
Florida Tax-Free Money Fund
Ohio Tax-Free Money Fund
Tax-Free Intermediate Term Fund
Ohio Insured Tax-Free Fund
Asset Size Monthly Fee*
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$ 0 - $ 50,000,000 $2,500
$ 50,000,000 - $100,000,000 $3,000
$100,000,000 - $200,000,000 $3,500
$200,000,000 - $300,000,000 $4,000
Over $300,000,000 $5,000**
* Subject to an additional monthly fee of $1,000 for each additional
class of shares.
**Subject to an additional fee of .001% of average daily net assets.
