ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated as of February 28, 1997 between Xxxxxxxx, Story and
Rose Investment Trust (the "Trust"), an Ohio business trust, and Countrywide
Fund Services, Inc. ("Countrywide"), an Ohio corporation.
WHEREAS, the Trust has been organized to operate as an open-end
management investment company registered under the Investment Company Act of
1940; and
WHEREAS, the Trust wishes to avail itself of the information, advice,
assistance and facilities of Countrywide to perform on behalf of the Trust the
services as hereinafter described; and
WHEREAS, Countrywide wishes to provide such services to the
Trust under the conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and Countrywide agree as follows:
1. Employment. The Trust, being duly authorized, hereby
employs Countrywide to perform those services described in this
Agreement. Countrywide shall perform the obligations thereof
upon the terms and conditions hereinafter set forth.
2. Trust Administration. Subject to the direction and control of 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 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 supervise the preparation of (i) tax returns, (ii) reports to
shareholders of the Trust, (iii) reports to and filings with the Securities and
Exchange Commission, state securities commissions and Blue Sky 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 the Trust. Countrywide shall provide personnel to serve as
officers of the Trust if so elected by the Board of Trustees; provided, however,
that the Trust shall reimburse Countrywide for the expenses incurred by such
personnel in attending Board of Trustees' meetings and shareholders' meetings of
the Trust.
3. Record Keeping and Other Information. Countrywide shall create and
maintain all necessary records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by Section 31(a) of
the Investment Company Act of 1940 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 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
Investment Company Act of 1940.
4. Audit, Inspection and Visitation. Countrywide shall make available
to the Trust during regular business hours all records and other data created
and maintained pursuant to the foregoing provisions of this Agreement for
reasonable audit and inspection by the Trust or any regulatory agency having
authority over the Trust.
5. Compensation. For the performance of Countrywide's obligations under
this Agreement, each series shall pay Countrywide, on the first business day
following the end of each month, a fee equal to the annual rate of .20% of the
average value during such month of its daily net assets up to $50,000,000; .175%
of such assets from $50,000,000 to $100,000,000; and .15% of such assets in
excess of $100,000,000; provided, however, that the minimum fee shall be $1,000
per month for each series. Countrywide shall not be required to reimburse the
Trust or the Trust's investment adviser 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.
6. Limitation of Liability. Countrywide shall not be liable for any
action taken, omitted or suffered to be taken by it in its reasonable judgment,
in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement, or in accordance with
instructions from the Adviser, provided, however, that such acts or omissions
shall not have resulted from Countrywide's willful misfeasance, bad faith or
gross negligence.
7. Services for Others. Nothing in this Agreement shall prevent
Countrywide or any affiliated person of Countrywide from providing services for
any other person, firm or corporation, including other invesmtent 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.
8. Compliance with the Investment Company Act of 1940.
The parties hereto acknowledge and agree that nothing contained
herein shall be construed to require Countrywide to perform any
services for the Trust which services could cause Countrywide to
be deemed an "investment adviser" of the Trust within the meaning of Section
2(a)(20) of the Investment Company Act of 1940 or to supersede or contravene the
Prospectus or Statement of Additional Information of the Trust or any provisions
of the Investment Company Act of 1940 and the rules thereunder.
9. Renewal and Termination. This Agreement shall become effective on
the date first above written and shall remain in force for a period of two (2)
years from such date, and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees who are not interested persons of the Trust or Countrywide, cast
in person at a meeting called for the purpose of voting on such approval and by
a vote of the Board of Trustees or of a majority of the Trust's outstanding
voting securities. This Agreement may be terminated without the payment of any
penalty by either party upon sixty (60) days' written notice to the other party.
This Agreement shall terminate automatically in the event of its assignment.
Upon the termination of this Agreement, the Trust shall pay Countrywide such
compensation as may be payable for the period prior to the effective date of
such termination.
10. Limitation of Liability. The term "Xxxxxxxx, Story and Rose
Investment Trust" means and refers to the trustees from time to time serving
under the Trust's Agreement and Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto may be, amended. It is
expressly agreed that the obligations of the Trust 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.
11. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Ohio. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
XXXXXXXX, STORY AND ROSE
INVESTMENT TRUST
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Its:President
COUNTRYWIDE FUND SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Its: President
