ADMINISTRATIVE SERVICES AGREEMENT
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AGREEMENT dated as of October 29, 1999 between Xxxxxxxx, Story and Rose
Investment Trust, an Ohio business trust (the "Trust"), and Countrywide Fund
Services, Inc., an Ohio corporation ("Countrywide").
WHEREAS, the Trust has been organized to operate as an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); 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 1940 Act 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 1940 Act.
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 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.
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 1940 Act or to supersede or contravene the
Prospectus or Statement of Additional Information of the Trust or any provisions
of the 1940 Act 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 one (1) year
from such date, and from
-2-
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 the Trust upon
sixty (60) days' written notice to Countrywide. This Agreement may be terminated
by Countrywide without the payment of any penalty upon one hundred and twenty
(120) days' written notice to the Trust. 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.
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Its: President
COUNTRYWIDE FUND SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Its: Chief Operating Officer
