ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of February 28, 1997 between The Gannett
Welsh & Kotler Funds (the "Trust"), a Massachusetts business
trust, and Countrywide Fund Services, Inc. ("Countrywide"), an
Ohio corporation.
WHEREAS, the Trust is an investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust wishes to employ the services of
Countrywide to provide the Trust with certain accounting and
pricing services; and
WHEREAS, Countrywide wishes to provide such services 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. APPOINTMENT.
The Trust hereby appoints and employs Countrywide as
agent to perform those services described in this Agreement for
the Trust. Countrywide shall act under such appointment and
perform the obligations thereof upon the terms and conditions
hereinafter set forth.
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 current prospectus
and statement of additional information of each series of the
Trust, 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 Trust's 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.
3. BOOKS AND RECORDS.
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 maintain such further books and records
as are necessary to enable it to perform its duties under this
Agreement, and will periodically provide reports to the Trust and
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its authorized agents regarding share purchases and redemptions
and trial balances of each series of the Trust. Countrywide 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 of 1986, as amended (the "Code"),
and under the rules and regulations of the 1940 Act, and will
preserve said records in the manner and for the periods
prescribed in the Code and the 1940 Act. 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 Section 3 which are required to be maintained by
the Trust under the Code and the 1940 Act will be the property of
the Trust. In the event this Agreement is terminated, all such
records shall be delivered to the Trust at the Trust's expense,
and Countrywide shall be relieved of responsibility for the
preparation and maintenance of any such records delivered to the
Trust.
4. 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.
5. 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.
6. 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.
7. FURTHER ACTIONS.
Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof.
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8. FEES.
For the performance of the services under this
Agreement, each series of the Trust shall pay Countrywide a monthly fee in
accordance with the schedule attached hereto as Schedule A. The fees with
respect to any month shall be paid to Countrywide on the last business day of
such month. The Trust shall also promptly reimburse Countrywide for the cost of
external pricing services utilized by Countrywide. 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.
9. 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 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 Trust's prospectus or statement of
additional information 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.
10. 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 Administrative Services Agent, Transfer, Dividend Disbursing,
Shareholder Service and Plan Agent and Accounting 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.
11. EQUIPMENT FAILURES.
Countrywide shall take all steps necessary to minimize
or avoid service interruptions, and has entered into one or more agreements
making provision for emergency use of electronic data processing equipment.
Countrywide shall have no liability with respect to equipment failures beyond
its control.
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12. 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 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 those entities.
C. Notwithstanding any other provision of this Agreement,
the Trust shall 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 reasonably 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.
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13. 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 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 (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 therefore. Upon termination of this
Agreement, the Trust 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 by written
notice to Countrywide, Countrywide shall, promptly upon such termination and at
the expense of the Trust, transfer all records maintained by Countrywide under
this Agreement and shall cooperate in the transfer of such duties and
responsibilities, including providing 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 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 activities which, in its judgment, will adversely
affect the performance of its obligations to the Trust under this Agreement.
15. 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
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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.
16. 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.
17. 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 Securities and Exchange Commission issued
pursuant to said 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 Securities and Exchange Commission, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
18. NOTICES.
All notices, requests, consents and other
communications required or permitted under this Agreement shall be in
writing (including telex and telegraphic communication) and shall be (as elected
by the person giving such notice) hand delivered by messenger or courier
service, telecommunicated, or mailed (airmail if international) by registered or
certified mail (postage prepaid), return receipt requested, addressed to:
To the Trust: The Gannett Welsh & Kotler Funds
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: X. Xxxxxxxx Xxxxxxx III
To Countrywide: Countrywide Fund Services, Inc.
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
or to such other address as any party may designate by notice complying
with the terms of this Section 18. Each such notice shall be deemed delivered
(a) on the date delivered if by personal delivery; (b) on the date
telecommunicated if by
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telegraph; (c)on the date of transmission with confirmed answer back if by
telex, telefax or other telegraphic method; and (d) on the date upon which the
return receipt is signed or delivery is refused or the notice is designated by
the postal authorities as not deliverable, as the case may be, if mailed.
19. AMENDMENT.
This Agreement may not be amended or modified except by
a written agreement executed by both parties.
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.
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.
23. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above
written.
THE GANNETT WELSH & KOTLER FUNDS
By:/s/ Xxxxxx X. Xxxxxx
Its: President
COUNTRYWIDE FUND SERVICES, INC.
By:/s/ Xxxxxx X. Xxxxxx
Its: President
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Schedule A
COMPENSATION
Each series of the Trust will pay Countrywide a monthly fee,
according to the average net assets of such series during such
month, as follows:
Average Monthly Net Assets Monthly Fee
0 - $ 50,000,000 $2,000
50 - 100,000,000 2,500
100 - 250,000,000 3,000
Over 250,000,000 4,000
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