SHAREHOLDER ADMINISTRATION AGREEMENT
AGREEMENT made as of February 28, 1997 between Rockwood Fund, Inc., a
Maryland corporation ("Fund"), and Investor Service Center, Inc. ("ISC"), a
Delaware corporation.
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Fund desires to retain ISC to provide certain shareholder
services for the Fund and each Series of shares now existing or as hereinafter
may be established; and
WHEREAS, as a convenience to the Fund and its shareholders ISC is
willing to furnish such services at cost and without a view to profit thereby;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints ISC as agent to perform the services
for the period and on the terms set forth in this Agreement. ISC accepts such
appointment and agrees to furnish the services herein set forth, in return for
the reimbursement specified in paragraph 3 of this Agreement. ISC agrees to
comply with all relevant provisions of the 1940 Act and the Securities Exchange
Act of 1934, as amended ("1934 Act"), and applicable rules and regulations
thereunder in performing such services.
2. Services and Duties of ISC. ISC shall be responsible for the following
services relating to shareholders of the Fund ("Shareholders"): (a) assisting
the transfer agent in receiving and responding to written and telephone
Shareholder inquiries concerning their accounts; (b) processing Shareholder
telephone requests for transfers, purchases, redemptions, changes of address and
similar matters; (c) assisting as necessary in proxy solicitation; (d) providing
a service center for coordinating, researching and answering general inquiries,
as well as those required by legal process, regarding Shareholder account data;
and (e) administering and correcting Fund records as authorized by the Board of
Directors of the Fund.
3. Reimbursement. For the performance of its obligations hereunder, the Fund
will reimburse ISC the actual costs incurred with respect thereto, including,
without limitation, the following costs and all other expenses related to the
performance of ISC's obligations hereunder: (a) benefits, payroll taxes, and
search costs of ISC personnel; (b) telephone; (c) rent; (d) equipment, including
telephone PBX, answering machine, call distributor, conversation recording
machine and maintenance thereon; (e) blue sky registration and filing for ISC
and its registered representatives; (f) travel and meals; (g) mail, postage, and
overnight delivery services; (h) allocated E&O and fidelity bond insurance; (i)
publications, memberships, and subscriptions; (j) office supplies; (k) printing;
(l) Shareholder service related training courses; and (m) corporate audit and
franchise taxes. Such costs and expenses shall be allocated among the Fund and
the other investment companies or series thereof for which ISC or any affiliate
thereof provides services similar to those provided hereunder based on the
relative number of open Shareholder accounts and other factors deemed
appropriate by the Board of Directors of the Fund.
4. Cooperation with Accountants. ISC shall cooperate with the Fund'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, including but not limited to the opinion included in the Fund's
semi-annual reports on Form N-SAR.
1
5. Equipment Failures. In the event of failures beyond ISC's control, ISC shall
take reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
6. Responsibility of ISC. ISC shall be under no duty to take any action on
behalf of the Fund or any Series except as specifically set forth herein or as
may be specifically agreed to by ISC in writing. In the performance of its
duties hereunder, ISC shall be obligated to exercise care and diligence, but
shall not be liable for any act or omission which does not constitute willful
misfeasance, bad faith or gross negligence on the part of ISC or reckless
disregard by ISC of its duties under this Agreement. Without limiting the
generality of the foregoing or of any other provision of this Agreement, in
connection with its duties under this Agreement, ISC shall not be liable for
delays or errors occurring by reason of circumstances beyond ISC's control,
including acts of civil or military authorities, national emergencies, labor
difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation, communication
or power supply.
7. Indemnification. The Fund agrees to indemnify and hold harmless ISC and its
agents from all taxes, charges, expenses, assessments, claims and liabilities
including (without limitation) liabilities arising under the Securities Act of
1933, as amended, the 1934 Act and any state and foreign securities and blue sky
laws and regulations, all as or to be amended from time to time, and expenses,
including (without limitation) attorneys' fees and disbursements arising
directly or indirectly from any action or matter which ISC takes or does or
omits to take or do.
8. Duration and Termination. This Agreement shall continue until terminated by
the Fund with respect to any or all Series thereof, or by ISC. Termination of
this Agreement with respect to any given Series shall in no way affect the
continued validity of this Agreement or the performance thereunder with respect
to any other Series.
9. Amendments. This Agreement or any part thereof may be changed or waived only
by an instrument in writing signed by the party against which enforcement of
such change or waiver is sought.
10. Miscellaneous. This Agreement embodies the entire contract and understanding
between the parties hereto. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions thereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding and shall inure to the benefit
of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers designated below as of the date first above written.
ATTEST: ROCKWOOD FUND, INC.
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
ATTEST: INVESTOR SERVICE CENTER, INC.
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
2
