AGENCY AGREEMENT
(Trust Form)
AGREEMENT dated the __ day of April, 1998, by and between Classic Growth Fund, a
series of XXXXXXX INVESTMENT TRUST, a Massachusetts business trust ("Fund"), and
XXXXXX SERVICE COMPANY, a Delaware corporation ("Service Company").
WHEREAS, Fund wants to appoint Service Company as Transfer Agent and
Dividend Disbursing Agent, on behalf of the Class A shares, Class B shares and
Class C shares of the Fund, and Service Company wants to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Documents to be Filed with Appointment. In connection with the
appointment of Service Company as Transfer Agent and Dividend
Disbursing Agent for Fund, there will be filed with Service Company
the
following documents:
A. A certified copy of the resolutions of the Board of Trustees of
Fund appointing Service Company as Transfer Agent and Dividend
Disbursing Agent, approving the form of this Agreement, and
designating certain persons to give written instructions and
requests on behalf of Fund.
B. A certified copy of the Agreement and Declaration of Trust of
Fund and any amendments thereto.
C. A certified copy of the Bylaws of Fund.
D. Copies of Registration Statements filed with the Securities and
Exchange Commission.
E. Specimens of all forms of outstanding share certificates as
approved by the Board of Trustees of Fund, with a certificate of
the Secretary of Fund as to such approval.
F. Specimens of the signatures of the officers of the Fund
authorized to sign share certificates and individuals authorized
to sign written instructions and requests on behalf of the Fund.
G. An opinion of counsel for Fund:
(1) With respect to Fund's organization and existence under the
laws of The Commonwealth of Massachusetts.
(2) With respect to the status of all shares of Fund covered by
this appointment under the Securities Act of 1933, and any
other applicable federal or state statute.
(3) To the effect that all issued shares are, and all unissued
shares will be when issued, validly issued, fully paid and
non-assessable.
2. Certain Representations and Warranties of Service Company.
Service Company represents and warrants to Fund that:
A. It is a corporation duly organized and existing and in good
standing under the laws of the State of Delaware.
B. It is duly qualified to carry on its business in the State of
Missouri.
C. It is empowered under applicable laws and by its Certificate of
Incorporation and Bylaws to enter into and perform the services
contemplated in this Agreement.
D. All requisite corporate action has been taken to authorize it to
enter into and perform this Agreement.
E. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
F. It is, and will continue to be, registered as a transfer agent
under the Securities Exchange Act of 1934.
3. Certain Representations and Warranties of Fund. Fund represents and
warrants to Service Company that:
A. It is a business trust duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
B. It is an investment company registered under the Investment
Company Act of 1940.
C. A registration statement under the Securities Act of 1933 has
been filed and will be effective with respect to all shares of
Fund being offered for sale at any time and from time to time.
D. All requisite steps have been or will be taken to register Fund's
shares for sale in all applicable states, including the District
of Columbia.
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E. Fund and its Trustees are empowered under applicable laws and by
the Fund's Agreement and Declaration of Trust and Bylaws to enter
into and perform this Agreement.
4. Scope of Appointment.
A. Subject to the conditions set forth in this Agreement, Fund
hereby employs and appoints Service Company as Transfer Agent and
Dividend Disbursing Agent, on behalf of the Class A, Class B and
Class C shares of the Fund, effective the
date hereof.
B. Service Company hereby accepts such employment and appointment
and agrees that it will act as Fund's Transfer Agent and Dividend
Disbursing Agent. Service Company agrees that it will also act as
agent in connection with Fund's periodic withdrawal payment
accounts and other open-account or similar plans for
shareholders, if any.
C. Service Company agrees to provide the necessary facilities,
equipment and personnel to perform its duties and obligations
hereunder in accordance with industry practice.
D. Fund agrees to use all reasonable efforts to deliver to Service
Company in Kansas City, Missouri, as soon as they are available,
all its shareholder account records.
E. Subject to the provisions of Sections 20 and 21 hereof, Service
Company agrees that it will perform all the usual and ordinary
services of Transfer Agent and Dividend Disbursing Agent and as
agent for the various shareholder accounts, including, without
limitation, the following: issuing, transferring and canceling
share certificates, maintaining all shareholder accounts,
preparing shareholder meeting lists, mailing proxies, receiving
and tabulating proxies, mailing shareholder reports and
prospectuses, withholding federal income taxes, preparing and
mailing checks for disbursement of income and capital gains
dividends, preparing and filing all required U.S. Treasury
Department information returns for all shareholders, preparing
and mailing confirmation forms to shareholders and dealers with
respect to all purchases and liquidations of Fund shares and
other transactions in shareholder accounts for which
confirmations are required, recording reinvestments of dividends
and distributions in Fund shares, recording redemptions of Fund
shares and preparing and mailing checks for payments upon
redemption and for disbursements to systematic withdrawal plan
shareholders.
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5. Compensation and Expenses.
A. In consideration for the services provided hereunder by Service
Company as Transfer Agent and Dividend Disbursing Agent, Fund
will pay to Service Company from time to time compensation as
agreed upon for all services rendered as Agent, and also, all its
reasonable out-of-pocket expenses and other disbursements
incurred in connection with the agency. Such compensation will be
set forth in a separate schedule to be agreed to by Fund and
Service Company. The initial agreement regarding compensation is
attached as Exhibit A.
B. Fund agrees to promptly reimburse Service Company for all
reasonable out-of-pocket expenses or advances incurred by Service
Company in connection with the performance of services under this
Agreement including, but not limited to, postage (and first class
mail insurance in connection with mailing share certificates),
envelopes, check forms, continuous forms, forms for reports and
statements, stationery, and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers or
shareholders, microfilm used each year to record the previous
year's transactions in shareholder accounts and computer tapes
used for permanent storage of records and cost of insertion of
materials in mailing envelopes by outside firms. Service Company
may, at its option, arrange to have various service providers
submit invoices directly to the Fund for payment of out-of-pocket
expenses reimbursable hereunder.
6. Efficient Operation of Service Company System.
A. In connection with the performance of its services under this
Agreement, Service Company is responsible for the accurate and
efficient functioning of its system at all times, including:
(1) The accuracy of the entries in Service Company's records
reflecting purchase and redemption orders and other
instructions received by Service Company from dealers,
shareholders, Fund or its principal underwriter.
(2) The timely availability and the accuracy of shareholder
lists, shareholder account verifications, confirmations and
other shareholder account information to be produced from
Service Company's records or data.
(3) The accurate and timely issuance of dividend and
distribution checks in accordance with instructions received
from Fund.
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(4) The accuracy of redemption transactions and payments in
accordance with redemption instructions received from
dealers, shareholders or Fund or other authorized persons.
(5) The deposit daily in Fund's appropriate special bank account
of all checks and payments received from dealers or
shareholders for investment in shares.
(6) The requiring of proper forms of instructions, signatures
and signature guarantees and any necessary documents
supporting the rightfulness of transfers, redemptions and
other shareholder account transactions, all in conformance
with Service Company's present procedures with such changes
as may be deemed reasonably appropriate by Service Company
or as may be reasonably approved by or on behalf of Fund.
(7) The maintenance of a current duplicate set of Fund's
essential or required records, as agreed upon from time to
time by Fund and Service Company, at a secure distant
location, in form available and usable forthwith in the
event of any breakdown or disaster disrupting its main
operation.
7. Indemnification.
A. Fund shall indemnify and hold Service Company harmless from and
against any and all claims, actions, suits, losses, damages,
costs, charges, counsel fees, payments, expenses and liabilities
arising out of or attributable to any action or omission by
Service Company pursuant to this Agreement or in connection with
the agency relationship created by this Agreement, provided that
Service Company has acted in good faith, without negligence and
without willful misconduct.
B. Service Company shall indemnify and hold Fund harmless from and
against any and all claims, actions, suits, losses, damages,
costs, charges, counsel fees, payments, expenses and liabilities
arising out of or attributable to any action or omission by
Service Company pursuant to this Agreement or in connection with
the agency relationship created by this Agreement, provided that
Service Company has not acted in good faith, without negligence
and without willful misconduct.
C. In order that the indemnification provisions contained in this
Section 7 shall apply, upon the assertion of a claim for which
either party (the "Indemnifying Party") may be required to
provide indemnification hereunder, the party seeking
indemnification (the "Indemnitee") shall promptly notify the
Indemnifying Party of such assertion, and shall keep such party
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advised with respect to all developments concerning such claim.
The Indemnifying Party shall be entitled to assume control of the
defense and the negotiations, if any, regarding settlement of the
claim. If the Indemnifying Party assumes control, the Indemnitee
shall have the option to participate in the defense and
negotiations of such claim at its own expense. The Indemnitee
shall in no event confess, admit to, compromise, or settle any
claim for which the Indemnifying Party may be required to
indemnify it except with the prior written consent of the
Indemnifying Party, which shall not be unreasonably withheld.
8. Certain Covenants of Service Company and Fund.
A. All requisite steps will be taken by Fund from time to time when
and as necessary to register the Fund's shares for sale in all
states in which Fund's shares shall at the time be offered for
sale and require registration. If at any time Fund receives
notice of any stop order or other proceeding in any such state
affecting such registration or the sale of Fund's shares, or of
any stop order or other proceeding under the Federal securities
laws affecting the sale of Fund's shares, Fund will give prompt
notice thereof to Service Company.
B. Service Company hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to Fund for
safekeeping of share certificates, check forms, and facsimile
signature imprinting devices, if any; and for the preparation or
use, and for keeping account of, such certificates, forms and
devices. Further, Service Company agrees to carry insurance, as
specified in Exhibit B hereto, with insurers reasonably
acceptable to Fund and in minimum amounts that are reasonably
acceptable to Fund, which will not be changed without the consent
of Fund, which consent shall not be unreasonably withheld, and
which will be expanded in coverage or increased in amounts from
time to time if and when reasonably requested by Fund. If Service
Company determines that it is unable to obtain any such insurance
upon commercially reasonable terms, it shall promptly so advise
Fund in writing. In such event, Fund shall have the right to
terminate this Agreement upon 30 days notice.
C. To the extent required by Section 31 of the Investment Company
Act of 1940 and Rules thereunder, Service Company agrees that all
records maintained by Service Company relating to the services to
be performed by Service Company under this Agreement are the
property of Fund and will be preserved and will be surrendered
promptly to Fund on request.
D. Service Company agrees to furnish Fund semi-annual reports of its
financial condition, consisting of a balance sheet, earnings
statement and any other reasonably available financial
information reasonably requested by Fund. The annual financial
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statements will be certified by Service Company's certified
public accountants.
E. Service Company represents and agrees that it will use all
reasonable efforts to keep current on the trends of the
investment company industry relating to shareholder services and
will use all reasonable efforts to continue to modernize and
improve its system without additional cost to Fund.
F. Service Company will permit Fund and its authorized
representatives to make periodic inspections of its operations at
reasonable times during business hours.
G. If Service Company is prevented from complying, either totally or
in part, with any of the terms or provisions of this Agreement,
by reason of fire, flood, storm, strike, lockout or other labor
trouble, riot, war, rebellion, accidents, acts of God, equipment,
utility or transmission failure or damage, and/or any other cause
or casualty beyond the reasonable control of Service Company,
whether similar to the foregoing matters or not, then upon
written notice to Fund, the requirements of this Agreement that
are affected by such disability, to the extent so affected, shall
be suspended during the period of such disability; provided,
however, that Service Company shall make reasonable effort to
remove such disability as soon as possible. During such period,
Fund may seek alternate sources of service without liability
hereunder; and Service Company will use all reasonable efforts to
assist Fund to obtain alternate sources of service. Service
Company shall have no liability to Fund for nonperformance
because of the reasons set forth in this Section 8.G; but if a
disability that, in Fund's reasonable belief, materially affects
Service Company's ability to perform its obligations under this
Agreement continues for a period of 30 days, then Fund shall have
the right to terminate this Agreement upon 10 days written notice
to Service Company.
9. Adjustment.
In case of any recapitalization, readjustment or other change in the
structure of Fund requiring a change in the form of share
certificates, Service Company will issue or register certificates in
the new form in exchange for, or in transfer of, the outstanding
certificates in the old form, upon receiving the following:
A. Written instructions from an officer of Fund.
B. Certified copy of any amendment to the Agreement and Declaration
of Trust or other document effecting the change.
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C. Certified copy of any order or consent of each governmental or
regulatory authority required by law for the issuance of the
shares in the new form, and an opinion of counsel that no order
or consent of any other government or regulatory authority is
required.
D. Specimens of the new certificates in the form approved by the
Board of Trustees of Fund, with a certificate of the Secretary of
Fund as to such approval.
E. Opinion of counsel for Fund:
(1) With respect to the status of the shares of Fund in the new
form under the Securities Act of 1933, and any other
applicable federal or state laws.
(2) To the effect that the issued shares in the new form are,
and all unissued shares will be when issued, validly issued,
fully paid and non-assessable.
10. Share Certificates.
Fund will furnish Service Company with a sufficient supply of blank
share certificates and from time to time will renew such supply upon
the request of Service Company. Such certificates will be signed
manually or by facsimile signatures of the officers of Fund authorized
by law and Fund's Bylaws to sign share certificates and, if required,
will bear the trust seal or facsimile thereof.
11. Death, Resignation or Removal of Signing Officer.
Fund will file promptly with Service Company written notice of any
change in the officers authorized to sign share certificates, written
instructions or requests, together with two signature cards bearing
the specimen signature of each newly authorized officer, all as
certified by an appropriate officer of the Fund. In case any officer
of Fund who will have signed manually or whose facsimile signature
will have been affixed to blank share certificates will die, resign,
or be removed prior to the issuance of such certificates, Service
Company may issue or register such share certificates as the share
certificates of Fund notwithstanding such death, resignation, or
removal, until specifically directed to the contrary by Fund in
writing. In the absence of such direction, Fund will file promptly
with Service Company such approval, adoption, or ratification as may
be required by law.
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12. Future Amendments of Agreement and Declaration of Trust and Bylaws.
Fund will promptly file with Service Company copies of all material
amendments to its Agreement and Declaration of Trust and Bylaws and
Registration Statement made after the date of this Agreement.
13. Instructions, Opinion of Counsel and Signatures.
At any time Service Company may apply to any officer of Fund for
instructions, and may consult with legal counsel for Fund at the
expense of Fund, or with its own legal counsel at its own expense,
with respect to any matter arising in connection with the agency; and
it will not be liable for any action taken or omitted by it in good
faith in reliance upon such instructions or upon the opinion of such
counsel. Service Company is authorized to act on the orders,
directions or instructions of such persons as the Board of Trustees of
Fund shall from time to time designate by resolution. Service Company
will be protected in acting upon any paper or document, including any
orders, directions or instructions, reasonably believed by it to be
genuine and to have been signed by the proper person or persons; and
Service Company will not be held to have notice of any change of
authority of any person so authorized by Fund until receipt of written
notice thereof from Fund. Service Company will also be protected in
recognizing share certificates that it reasonably believes to bear the
proper manual or facsimile signatures of the officers of Fund, and the
proper countersignature of any former Transfer Agent or Registrar, or
of a Co-Transfer Agent or Co-Registrar.
14. Papers Subject to Approval of Counsel.
The acceptance by Service Company of its appointment as Transfer Agent
and Dividend Disbursing Agent, and all documents filed in connection
with such appointment and thereafter in connection with the agencies,
will be subject to the approval of legal counsel for Service Company,
which approval will not be unreasonably withheld.
15. Certification of Documents.
The required copy of the Agreement and Declaration of Trust of Fund
and copies of all amendments thereto will be certified by the
appropriate official of The Commonwealth of Massachusetts; and if such
Agreement and Declaration of Trust and amendments are required by law
to be also filed with a county, city or other officer or official
body, a certificate of such filing will appear on the certified copy
submitted to Service Company. A copy of the order or consent of each
governmental or regulatory authority required by law for the issuance
of Fund shares will be certified by the Secretary or Clerk of such
governmental or regulatory authority, under proper seal of such
authority. The copy of the Bylaws and copies of all amendments thereto
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and copies of resolutions of the Board of Trustees of Fund will be
certified by the Secretary or an Assistant Secretary of Fund.
16. Records.
Service Company will maintain customary records in connection with its
agency, and particularly will maintain those records required to be
maintained pursuant to sub-paragraph (2)(iv) of paragraph (b) of Rule
31a-1 under the Investment Company Act of 1940, if any.
17. Disposition of Books, Records and Canceled Certificates.
Service Company will send periodically to Fund, or to where designated
by the Secretary or an Assistant Secretary of Fund, all books,
documents, and all records no longer deemed needed for current
purposes and share certificates which have been canceled in transfer
or in exchange, upon the understanding that such books, documents,
records, and share certificates will not be destroyed by Fund without
the consent of Service Company (which consent will not be unreasonably
withheld), but will be safely stored for possible future reference.
18. Provisions Relating to Service Company as Transfer Agent.
A. Service Company will make original issues of share certificates
upon written request of an officer of Fund and upon being
furnished with a certified copy of a resolution of the Board of
Trustees authorizing such original issue, an opinion of counsel
as outlined in Section 1.G or 9.E of this Agreement, the
certificates required by Section 10 of this Agreement and any
other documents required by Section 1 or 9 of this Agreement.
B. Before making any original issue of certificates, Fund will
furnish Service Company with sufficient funds to pay any taxes
required on the original issue of the shares. Fund will furnish
Service Company such evidence as may be required by Service
Company to show the actual value of the shares. If no taxes are
payable, Service Company will upon request be furnished with an
opinion of outside counsel to that effect.
C. Shares will be transferred and new certificates issued in
transfer, or shares accepted for redemption and funds remitted
therefor, upon surrender of the old certificates in form deemed
by Service Company properly endorsed for transfer or redemption
accompanied by such documents as Service Company may deem
necessary to evidence the authority of the person making the
transfer or redemption, and bearing satisfactory evidence of the
payment of any applicable share transfer taxes. Service Company
reserves the right to refuse to transfer or redeem shares until
it is satisfied that the endorsement or signature on the
certificate or any other document is valid and genuine, and for
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that purpose it may require a guarantee of signature by such
persons as may from time to time be specified in the prospectus
related to such shares or otherwise authorized by Fund. Service
Company also reserves the right to refuse to transfer or redeem
shares until it is satisfied that the requested transfer or
redemption is legally authorized, and it will incur no liability
for the refusal in good faith to make transfers or redemptions
which, in its judgment, are improper, unauthorized, or otherwise
not rightful. Service Company may, in effecting transfers or
redemptions, rely upon Simplification Acts or other statutes
which protect it and Fund in not requiring complete fiduciary
documentation.
D. When mail is used for delivery of share certificates, Service
Company will forward share certificates in "nonnegotiable" form
as provided by Fund by first class mail, all such mail deliveries
to be covered while in transit to the addressee by insurance
arranged for by Service Company.
E. Service Company will issue and mail subscription warrants and
certificates provided by Fund and representing share dividends,
exchanges or split-ups, or act as Conversion Agent upon receiving
written instructions from any officer of Fund and such other
documents as Service Company deems necessary.
F. Service Company will issue, transfer, and split-up certificates
upon receiving written instructions from an officer of Fund and
such other documents as Service Company may deem necessary.
G. Service Company may issue new certificates in place of
certificates represented to have been lost, destroyed, stolen or
otherwise wrongfully taken, upon receiving indemnity satisfactory
to Service Company, and may issue new certificates in exchange
for, and upon surrender of, mutilated certificates. Any such
issuance shall be in accordance with the provisions of law
governing such matter and any procedures adopted by the Board of
Trustees of the Fund of which Service Company has notice.
H. Service Company will supply a shareholder's list to Fund properly
certified by an officer of Service Company for any shareholder
meeting upon receiving a request from an officer of Fund. It will
also supply lists at such other times as may be reasonably
requested by an officer of Fund.
I. Upon receipt of written instructions of an officer of Fund,
Service Company will address and mail notices to shareholders.
J. In case of any request or demand for the inspection of the share
books of Fund or any other books of Fund in the possession of
Service Company, Service Company will endeavor to notify Fund and
to secure instructions as to permitting or refusing such
inspection. Service Company reserves the right, however, to
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exhibit the share books or other books to any person in case it
is advised by its counsel that it may be held responsible for the
failure to exhibit the share books or other books to such person.
19. Provisions Relating to Dividend Disbursing Agency.
A. Service Company will, at the expense of Fund, provide a special
form of check containing the imprint of any device or other
matter desired by Fund. Said checks must, however, be of a form
and size convenient for use by Service Company.
B. If Fund wants to include additional printed matter, financial
statements, etc., with the dividend checks, the same will be
furnished to Service Company within a reasonable time prior to
the date of mailing of the dividend checks, at the expense of
Fund.
C. If Fund wants its distributions mailed in any special form of
envelopes, sufficient supply of the same will be furnished to
Service Company but the size and form of said envelopes will be
subject to the approval of Service Company. If stamped envelopes
are used, they must be furnished by Fund; or, if postage stamps
are to be affixed to the envelopes, the stamps or the cash
necessary for such stamps must be furnished by Fund.
D. Service Company will maintain one or more deposit accounts as
Agent for Fund, into which the funds for payment of dividends,
distributions, redemptions or other disbursements provided for
hereunder will be deposited, and against which checks will be
drawn.
20. Termination of Agreement.
A. This Agreement may be terminated by either party upon sixty (60)
days prior written notice to the other party.
B. Fund, in addition to any other rights and remedies, shall have
the right to terminate this Agreement forthwith upon the
occurrence at any time of any of the following events:
(1) Any interruption or cessation of operations by Service
Company or its assigns which materially interferes with the
business operation of Fund.
(2) The bankruptcy of Service Company or its assigns or the
appointment of a receiver for Service Company or its
assigns.
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(3) Any merger, consolidation or sale of substantially all the
assets of Service Company or its assigns.
(4) The acquisition of a controlling interest in Service Company
or its assigns, by any broker, dealer, investment adviser or
investment company except as may presently exist.
(5) Failure by Service Company or its assigns to perform its
duties in accordance with this Agreement, which failure
materially adversely affects the business operations of Fund
and which failure continues for thirty (30) days after
written notice from Fund.
(6) The registration of Service Company or its assigns as a
transfer agent under the Securities Exchange Act of 1934 is
revoked, terminated or suspended for any reason.
C. In the event of termination, Fund will promptly pay Service
Company all amounts due to Service Company hereunder. Upon
termination of this Agreement, Service Company shall deliver all
shareholder and account records pertaining to Fund either to Fund
or as directed in writing by Fund.
21. Assignment.
A. Neither this Agreement nor any rights or obligations hereunder
may be assigned by Service Company without the written consent of
Fund; provided, however, no assignment will relieve Service
Company of any of its obligations hereunder.
B. This Agreement including, without limitation, the provisions of
Section 7 will inure to the benefit of and be binding upon the
parties and their respective successors and assigns.
C. Service Company is authorized by Fund to use the system services
of DST Systems, Inc. and the system and other services, including
data entry, of Administrative Management Group, Inc.
22. Confidentiality.
A. Except as provided in the last sentence of Section 18.J hereof,
or as otherwise required by law, Service Company will keep
confidential all records of and information in its possession
relating to Fund or its shareholders or shareholder accounts and
will not disclose the same to any person except at the request or
with the consent of Fund.
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B. Except as otherwise required by law, Fund will keep confidential
all financial statements and other financial records (other than
statements and records relating solely to Fund's business
dealings with Service Company) and all manuals, systems and other
technical information and data, not publicly disclosed, relating
to Service Company's operations and programs furnished to it by
Service Company pursuant to this Agreement and will not disclose
the same to any person except at the request or with the consent
of Service Company. Notwithstanding anything to the contrary in
this Section 22.B, if an attempt is made pursuant to subpoena or
other legal process to require Fund to disclose or produce any of
the aforementioned manuals, systems or other technical
information and data, Fund shall give Service Company prompt
notice thereof prior to disclosure or production so that Service
Company may, at its expense, resist such attempt.
23. Survival of Representations and Warranties.
All representations and warranties by either party herein contained
will survive the execution and delivery of this Agreement.
24. Miscellaneous.
A. This Agreement is executed and delivered in the State of Illinois
and shall be governed by the laws of said state (except as to
Section 24.G hereof which shall be governed by the laws of The
Commonwealth of Massachusetts).
B. No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and
executed by both parties hereto.
C. 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.
D. This Agreement shall become effective as of the date hereof.
E. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
F. If any part, term or provision of this Agreement is held by the
courts to be illegal, in conflict with any law or otherwise
invalid, the remaining portion or portions shall be considered
severable and not be affected, and the rights and obligations of
the parties shall be construed and enforced as if the Agreement
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did not contain the particular part, term or provision held to be
illegal or invalid.
G. All parties hereto are expressly put on notice of Fund's
Agreement and Declaration of Trust which is on file with the
Secretary of The Commonwealth of Massachusetts, and the
limitation of shareholder and trustee liability contained
therein. This Agreement has been executed by and on behalf of
Fund by its representatives as such representatives and not
individually, and the obligations of Fund hereunder are not
binding upon any of the Trustees, officers or shareholders of the
Fund individually but are binding upon only the assets and
property of Fund. With respect to any claim by Service Company
for recovery of that portion of the compensation and expenses (or
any other liability of Fund arising hereunder) allocated to a
particular Portfolio, whether in accordance with the express
terms hereof or otherwise, Service Company shall have recourse
solely against the assets of that Portfolio to satisfy such claim
and shall have no recourse against the assets of any other
Portfolio for such purpose.
H. This Agreement, together with the Fee Schedule, is the entire
contract between the parties relating to the subject matter
hereof and supersedes all prior agreements between the parties.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officer as of the day and year first set
forth above.
XXXXXXX INVESTMENT TRUST, on behalf
of Classic Growth Fund
By
-----------------------------------
Title: President
ATTEST:
---------------------------------
Title:
XXXXXX SERVICE COMPANY
By
-----------------------------------
Title:
ATTEST:
---------------------------------
Title:
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EXHIBIT A
FEE SCHEDULE (MULTIPLE CLASSES OF SHARES)
FEE PAYABLE BY FUND
TRANSFER AGENCY FUNCTION CLASS A and C CLASS B
1. Annual open shareholder account fee (per year per account):
a. Non-daily dividend series. $6.00 $6.00
b. CDSC account fee. Not Applicable $2.25
c. Non-monetary transaction fee. $2.00 $2.00
2. Annual closed shareholder account $6.00 $6.00
fee (per year per account).
3. Establishment of new shareholder $4.00 $4.00
account (per new account).*
4. Transaction Based Fees (per transaction):
a. Dividend transaction fee (per $ .40 $ .40
dividend per account).
b. Automated transaction fee (per $ .50 $ .50
transaction).**
c. Purchase or redemption of shares $1.25 $1.25
transaction fee.
d. Audio Response fee. $0.15 $0.15
The out-of-pocket expenses of Service Company will be reimbursed by Fund in
accordance with the provisions of Section 5 of the Agency Agreement.
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* The new shareholder account fee is not applicable to Class A Share accounts
established in connection with a conversion from Class B Shares.
** Automated transaction includes, without limitation, money market series
purchases and redemptions, ACH purchases, systematic exchanges and
conversions from Class B Shares to Class A Shares.
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EXHIBIT B
INSURANCE COVERAGE
DESCRIPTION OF POLICY:
Brokers Blanket Bond, Standard Form 14
Covering losses caused by dishonesty of employees, physical loss of securities
on or outside of premises while in possession of authorized person, loss caused
by forgery or alteration of checks or similar instruments.
Errors and Omissions Insurance
Covering replacement of destroyed records and computer errors and omissions.
Special Forgery Bond
Covering losses through forgery or alteration of checks or drafts of customers
processed by insured but drawn on or against them.
Mail Insurance (applies to all full service operations) Provides indemnity for
the following types of securities lost in the mails:
o Non-negotiable securities mailed to domestic locations via registered mail.
o Non-negotiable securities mailed to domestic locations via first-class or
certified mail.
o Non-negotiable securities mailed to foreign locations via registered mail.
o Negotiable securities mailed to all locations via registered mail.
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