TRANSFER, DIVIDEND DISBURSING, SHAREHOLDER SERVICE
AND PLAN AGENCY AGREEMENT
THIS AGREEMENT effective as of February 28, 1997 by and between ,
XXXXXXXX, STORY AND ROSE INVESTMENT TRUST, an Ohio business trust (the "Trust"),
and COUNTRYWIDE FUND SERVICES, INC., an Ohio corporation (the "T/A").
WITNESSETH THAT:
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 desires to appoint the T/A as its transfer agent,
dividend disbursing agent, shareholder service agent, plan agent and shareholder
purchase and redemption agent, and the T/A is willing to act in such capacities
upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. APPOINTMENT OF TRANSFER AGENT.
The T/A is hereby appointed transfer agent for the shares of
the Trust and dividend disbursing agent for the Trust and shall also act as plan
agent, shareholder service agent and purchase and redemption agent for
shareholders of the Trust, and the T/A accepts such appointment and agrees to
act in such capacities under the terms and conditions set forth herein.
2. DOCUMENTATION.
The Trust will furnish from time to time the following
documents:
A. Each resolution of the Board of Trustees of the
Trust authorizing the original issue of its
shares;
B. Each Registration Statement filed with the
Securities and Exchange Commission and amendments
thereof;
C. A certified copy of each amendment to the
Agreement and Declaration of Trust and the By-Laws
of the Trust;
D. Certified copies of each resolution of the Board
of Trustees authorizing officers to give
instructions to the T/A;
E. Specimens of all new forms of share certificates
accompanied by Board of Trustees' resolutions
approving such forms;
F. Such other certificates, documents or opinions
which the T/A may, in its discretion, deem
necessary or appropriate in the proper performance
of its duties;
G. Copies of all Underwriting and Dealer Agreements
in effect;
H. Copies of all Advisory Agreements in effect; and
I. Copies of all documents relating to special
investment or withdrawal plans which are offered
or may be offered in the future by the Trust and
for which the T/A is to act as plan agent.
3. T/A TO RECORD SHARES.
The T/A shall record the issuance of shares of the Trust and
maintain pursuant to applicable rules of the Securities and Exchange Commission
a record of the total number of shares of the Trust which are authorized, issued
and outstanding, based upon data provided to it by the Trust. The T/A shall also
provide the Trust on a regular basis or upon reasonable request the total number
of shares which are authorized, issued and outstanding, based upon data provided
to it by the Trust. The T/A shall also provide the Trust on a regular basis or
upon reasonable request the total number of shares which are authorized, issued
and outstanding, but shall have no obligation when recording the issuance of the
Trust's shares, except as otherwise set forth herein, to monitor the issuance of
such shares or to take cognizance of any laws relating to the issue or sale of
such shares, which functions shall be the sole responsibility of the Trust.
4. T/A TO VALIDATE TRANSFERS.
Upon receipt of a proper request for transfer and upon
surrender to the T/A of certificates, if any, in proper form for
transfer, the T/A shall approve such transfer and shall take all necessary steps
to effectuate the transfer as indicated in the transfer request. Upon approval
of the transfer, the T/A shall notify the Trust in writing of each such
transaction and shall make appropriate entries on the shareholder records
maintained by the T/A.
5. SHARE CERTIFICATES.
If the Trust authorizes the issuance of share certificates and
an investor requests a share certificate, the T/A will countersign and mail, by
insured first class mail, a share certificate to the investor at his address as
set forth on the transfer books of the Trust, subject to any other instructions
for delivery of certificates representing newly purchased shares and subject to
the limitation that no certificates representing newly purchased shares shall be
mailed to the investor until the cash purchase price of such shares has been
collected and credited to the account of the Trust maintained by the Custodian.
The Trust shall supply the T/A with a sufficient supply of blank share
certificates and from time to time shall renew such supply upon request of the
T/A. Such blank share certificates shall be properly signed, manually or, if
authorized by the Trust, by facsimile; and notwithstanding the death,
resignation or removal of any officers of the Trust authorized to sign share
certificates, the T/A may continue to countersign certificates which bear the
manual or facsimile signature of such officer until otherwise directed by the
Trust. In case of the alleged loss or destruction of any share certificate, no
new certificate shall be issued in lieu thereof, unless there shall first be
furnished an appropriate bond satisfactory to the T/A and the Trust, and issued
by a surety company satisfactory to the T/A and the Trust.
6. RECEIPT OF FUNDS.
Upon receipt of any check or other instrument drawn or
endorsed to it as agent for, or identified as being for the account of, the
Trust or Countrywide Investments, Inc., as underwriter of the Trust (the
"Underwriter"), the T/A shall stamp the check or instrument with the date of
receipt, determine the amount thereof due the Trust and the Underwriter,
respectively, and shall forthwith process the same for collection. Upon receipt
of notification of receipt of funds eligible for share purchases and payment of
sales charges in accordance with the Trust's then current prospectus and
statement of additional information, the T/A shall notify the Trust, at the
close of each business day, in writing of the amount of said funds credited to
the Trust and deposited in its account with the Custodian, and shall similarly
notify the Underwriter of the amount of said funds credited to the Underwriter
and deposited in its account with its designated bank.
7. PURCHASE ORDERS.
Upon receipt of a check or other order for the purchase of
shares of the Trust, accompanied by sufficient information to enable the T/A to
establish a shareholder account, the T/A shall, as of the next determination of
net asset value after receipt of such order in accordance with the Trust's then
current prospectus and statement of additional information, compute the number
of shares due to the shareholder, credit the share account of the shareholder,
subject to collection of the funds, with the number of shares so purchased,
shall notify the Trust in writing or by computer report at the close of each
business day of such transactions and shall mail to the shareholder and/or
dealer of record a notice of such credit when requested to do so by the Trust.
8. RETURNED CHECKS.
In the event that the T/A is notified by the Trust's Custodian
that any check or other order for the payment of money is returned unpaid for
any reason, the T/A will:
A. Give prompt notification to the Trust and the
Underwriter of the non-payment of said check;
B. In the absence of other instructions from the
Trust or the Underwriter, take such steps as may
be necessary to redeem any shares purchased on the
basis of such returned check and cause the
proceeds of such redemption plus any dividends
declared with respect to such shares to be
credited to the account of the Trust and to
request the Trust's Custodian to forward such
returned check to the person who originally
submitted the check; and
C. Notify the Trust of such actions and correct the
Trust's records maintained by the T/A pursuant to
this Agreement.
9. SALES CHARGE.
In computing the number of shares to credit to the account of
a shareholder, the T/A will calculate the total of the applicable Underwriter
and dealer of record sales charges with respect to each purchase as set forth in
the Trust's current
prospectus and statement of additional information and in accordance with any
notification filed with respect to combined and accumulated purchases. The T/A
will also determine the portion of each sales charge payable by the Underwriter
to the dealer of record participating in the sale in accordance with such
schedules as are from time to time delivered by the Underwriter to the T/A;
provided, however, the T/A shall have no liability hereunder arising from the
incorrect selection by the T/A of the gross rate of sales charges except that
this exculpation shall not apply in the event the rate is specified by the
Underwriter or the Trust and the T/A fails to select the rate specified.
10. DIVIDENDS AND DISTRIBUTIONS.
The Trust shall furnish the T/A with appropriate evidence of
trustee action authorizing the declaration of dividends and other distributions.
The T/A shall establish procedures in accordance with the Trust's then current
prospectus and statement of additional information and with other authorized
actions of the Trust's Board of Trustees under which it will have available from
the Custodian of the Trust or the Trust any required information for each
dividend and other distribution. After deducting any amount required to be
withheld by any applicable laws, the T/A shall, as agent for each shareholder
who so requests, invest the dividends and other distributions in full and
fractional shares in accordance with the Trust's then current prospectus and
statement of additional information. If a shareholder has elected to receive
dividends or other distributions in cash, then the T/A shall disburse dividends
to shareholders of record in accordance with the Trust's then current prospectus
and statement of additional information. The T/A shall, on or before the mailing
date of such checks, notify the Trust and the Custodian of the estimated amount
of cash required to pay such dividend or distribution, and the Trust shall
instruct the Custodian to make available sufficient funds therefor in the
appropriate account of the Trust. The T/A shall mail to the shareholders
periodic statements, as requested by the Trust, showing the number of full and
fractional shares and the net asset value per share of shares so credited. When
requested by the Trust, the T/A shall prepare and file with the Internal Revenue
Service, and when required, shall address and mail to shareholders, such returns
and information relating to dividends and distributions paid by the Trust as are
required to be so prepared, filed and mailed by applicable laws, rules and
regulations.
11. UNCLAIMED DIVIDENDS AND UNCLAIMED REDEMPTION PROCEEDS.
The T/A shall, at least annually, furnish in writing to
the Trust the names and addresses, as shown in the shareholder accounts
maintained by the T/A, of all shareholders for which there are, as of the end of
the calendar year, dividends, distributions or redemption proceeds for which
checks or share certificates mailed in payment of distributions have been
returned. The T/A shall use its best efforts to contact the shareholders
affected and to follow any other written instructions received from the Trust
concerning the disposition of any such unclaimed dividends, distributions or
redemption proceeds.
12. REDEMPTIONS AND EXCHANGES.
A. The T/A shall process, in accordance with the Trust's then
current prospectus and statement of additional information, each order for the
redemption of shares accepted by the T/A. Upon its approval of such redemption
transactions, the T/A, if requested by the Trust, shall mail to the shareholder
and/or dealer of record a confirmation showing trade date, number of full and
fractional shares redeemed, the price per share and the total redemption
proceeds. For such redemption, the T/A shall either: (a) prepare checks in the
appropriate amounts for approval and verification by the Trust and signature by
an authorized officer of the T/A and mail the checks to the appropriate person,
or (b) in the event redemption proceeds are to be wired through the Federal
Reserve Wire system or by bank wire, cause such proceeds to be wired in federal
funds to the bank account designated by the shareholder, or (c) effectuate such
other redemption procedures which are authorized by the Trust's Board of
Trustees or its then current prospectus and statement of additional information.
The requirements as to instruments of transfer and other documentation, the
applicable redemption price and the time of payment shall be as provided in the
then current prospectus and statement of additional information, subject to such
supplemental instructions as may be furnished by the Trust and accepted by the
T/A. If the T/A or the Trust determines that a request for redemption does not
comply with the requirements for redemptions, the T/A shall promptly notify the
shareholder and/or dealer of record indicating the reason therefor.
B. If shares of the Trust are eligible for exchange with
shares of any other investment company, the T/A, in accordance with the then
current prospectus and statement of additional information and exchange rules of
the Trust and such other investment company, or such other investment company's
transfer agent, shall review and approve all exchange requests and shall, on
behalf of the Trust's shareholders, process such approved exchange requests.
C. The T/A shall notify the Trust, the Custodian and the
Underwriter on each business day of the amount of cash required to meet payments
made pursuant to the provisions of this Paragraph 12, and, on the basis of such
notice, the Trust shall instruct the Custodian to make available from time to
time sufficient funds therefor in the appropriate account of the Trust.
Procedures for effecting redemption orders accepted from shareholders or dealers
of record by telephone or other methods shall be established by mutual agreement
between the T/A and the Trust consistent with the then current prospectus and
statement of additional information.
D. The authority of the T/A to perform its responsibilities
under Xxxxxxxxx 0, Xxxxxxxxx 10 and this Paragraph 12 shall be suspended upon
receipt of notification by it of the suspension of the determination of the
Trust's net asset value.
13. AUTOMATIC WITHDRAWAL PLANS.
The T/A will process automatic withdrawal orders pursuant to
the provisions of the withdrawal plans duly executed by shareholders and the
current prospectus and statement of additional information of the Trust.
Payments upon such withdrawal order shall be made by the T/A from the
appropriate account maintained by the Trust with the Custodian on approximately
the 25th day of each month in which a payment has been requested, and the T/A,
on or after the seventh day prior to the payment date, will withdraw from a
shareholder's account and present for repurchase or redemption as many shares as
shall be sufficient to make such withdrawal payment pursuant to the provisions
of the shareholder's withdrawal plan and the current prospectus and statement of
additional information of the Trust. From time to time on new automatic
withdrawal plans a check for payment date already past may be issued upon
request by the shareholder.
14. LETTERS OF INTENT.
The T/A will process such letters of intent for investing in
shares of the Trust as are provided for in the Trust's current prospectus and
statement of additional information. The T/A will make appropriate deposits to
the account of the Underwriter for the adjustment of sales charges as therein
provided and will currently report the same to the Underwriter.
15. WIRE-ORDER PURCHASES.
The T/A will send written confirmations to the dealers
of record containing all details of the wire-order purchases placed by each such
dealer by the close of business on the business day following receipt of such
orders by the T/A or the Underwriter, with copies to the Underwriter. Upon
receipt of any check drawn or endorsed to the Trust (or the T/A, as agent) or
otherwise identified as being payment of an outstanding wire- order, the T/A
will stamp said check with the date of its receipt and deposit the amount
represented by such check to the T/A's deposit accounts maintained with the
Custodian. The T/A will compute the respective portions of such deposit which
represent the sales charge and the net asset value of the shares so purchased,
will cause the Custodian to transfer federal funds in an amount equal to the net
asset value of the shares so purchased to the Trust's account with the
Custodian, and will notify the Trust and the Underwriter before noon of each
business day of the total amount deposited in the Trust's deposit accounts, and
in the event that payment for a purchase order is not received by the T/A or the
Custodian on the tenth business day following receipt of the order, prepare an
NASD "notice of failure of dealer to make payment" and forward such notification
to the Underwriter.
16. OTHER PLANS.
The T/A will process such accumulation plans, group programs
and other plans or programs for investing in shares of the Trust as are now
provided for in the Trust's current prospectus and statement of additional
information and will act as plan agent for shareholders pursuant to the terms of
such plans and programs duly executed by such shareholders.
17. BOOKS AND RECORDS.
The T/A shall maintain records for each shareholder account
showing the following:
A. Names, addresses and tax identifying numbers;
B. Name of the dealer of record;
C. Number of shares held of each series;
D. Historical information regarding the account of
each shareholder, including dividends and
distributions in cash or invested in shares;
E. Information with respect to the source of all
dividends and distributions allocated among
income, realized short-term gains and realized
long-term gains;
F. Any instructions from a shareholder including all
forms furnished by the Trust and executed by a
shareholder with respect to (i) dividend or
distribution elections and (ii) elections with
respect to payment options in connection with the
redemption of shares;
G. Any correspondence relating to the current
maintenance of a shareholder's account;
H. Certificate numbers and denominations for any
shareholder holding certificates;
I. Any stop or restraining order placed against a
shareholder's account;
J. Information with respect to withholding in the
case of a foreign account or any other account for
which withholding is required by the Internal
Revenue Code of 1986, as amended; and
K. Any information required in order for the T/A to
perform the calculations contemplated under this
Agreement.
All of the records prepared and maintained by the T/A pursuant
to this Agreement will be the property of the Trust. In the event this Agreement
is terminated, all records shall be delivered to the Trust or to any person
designated by the Trust at the Trust's expense, and the T/A shall be relieved of
responsibility for the preparation and maintenance of any such records delivered
to the Trust or any such person.
18. TAX RETURNS AND REPORTS.
The T/A will prepare in the appropriate form, file with the
Internal Revenue Service and appropriate state agencies and, if required, mail
to shareholders of the Trust such returns for reporting dividends and
distributions paid by the Trust as are required to be so prepared, filed and
mailed and shall withhold such sums as are required to be withheld under
applicable federal and state income tax laws, rules and regulations.
19. OTHER INFORMATION TO THE TRUST.
Subject to such instructions, verification and approval of the
Custodian and the Trust as shall be required by any agreement or applicable law,
the T/A will also maintain such records as shall be necessary to furnish to the
Trust the following: annual shareholder meeting lists, proxy lists and
mailing materials, shareholder reports and confirmations and checks for
disbursing redemption proceeds, dividends and other distributions or expense
disbursements.
20. ACCESS TO SHAREHOLDER INFORMATION.
Upon request, the T/A shall arrange for the Trust's investment
adviser to have direct access to shareholder information contained in the T/A's
computer system, including account balances, performance information and such
other information which is available to the T/A with respect to shareholder
accounts.
21. COOPERATION WITH ACCOUNTANTS.
The T/A 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.
22. SHAREHOLDER SERVICE AND CORRESPONDENCE.
The T/A will provide and maintain adequate personnel, records
and equipment to receive and answer all shareholder and dealer inquiries
relating to account status, share purchases, redemptions and exchanges and other
investment plans available to Trust shareholders. The T/A will answer written
correspondence from shareholders relating to their share accounts and such other
written or oral inquiries as may from time to time be mutually agreed upon, and
the T/A will notify the Trust of any correspondence or inquiries which may
require an answer from the Trust.
23. PROXIES.
The T/A shall assist the Trust in the mailing of proxy cards
and other material in connection with shareholder meetings of the Trust, shall
receive, examine and tabulate returned proxies and shall, if requested by the
Trust, provide at least one inspector of election to attend and participate as
required by law in shareholder meetings of the Trust.
24. FURTHER ACTIONS.
Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
25. FEES AND CHARGES.
For performing its services under this Agreement, each series
of the Trust shall pay the T/A in accordance with the schedule attached hereto
as Schedule A. Fees shall be paid monthly. The Trust shall promptly reimburse
the T/A for any out of pocket expenses and advances which are to be paid by the
Trust in accordance with Paragraph 26.
26. EXPENSES.
The T/A shall furnish, at its expense and without cost to the
Trust (i) the services of its personnel to the extent that such services are
required to carry out its obligations under this Agreement and (ii) use of data
processing equipment. All costs and expenses not expressly assumed by the T/A
under this Paragraph 26 shall be paid by the Trust, including, but not limited
to costs and expenses for postage, envelopes, checks, drafts, continuous forms,
reports, communications, statements and other materials, telephone, telegraph
and remote transmission lines, use of outside mailing firms, necessary outside
record storage, media for storage of records (e.g., microfilm, microfiche,
computer tapes), printing, confirmations and any other shareholder
correspondence and any and all assessments, taxes or levies assessed on the T/A
for services provided under this Agreement. Postage for mailings of dividends,
proxies, reports and other mailings to all shareholders shall be advanced to the
T/A three business days prior to the mailing date of such materials.
27. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
The parties hereto acknowledge and agree that nothing
contained herein shall be construed to require the T/A to perform any services
for the Trust which services could cause MGF 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. Except
as otherwise provided in this Agreement and except for the accuracy of
information furnished to it by the T/A, 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.
28. REFERENCES TO THE T/A.
The Trust shall not circulate any printed matter which
contains any reference to the T/A without the prior written
approval of the T/A, excepting solely such printed matter as merely identifies
the T/A as Administrative Services Agent, Transfer, Shareholder Servicing and
Dividend Disbursing Agent and Accounting Services Agent. The Trust will submit
printed matter requiring approval to the T/A in draft form, allowing sufficient
time for review by the T/A and its counsel prior to any deadline for printing.
29. EQUIPMENT FAILURES.
In the event of equipment failures beyond the T/A's control,
the T/A shall take all steps necessary to minimize service interruptions but
shall have no liability with respect thereto. The T/A shall endeavor to enter
into one or more agreements making provision for emergency use of electronic
data processing equipment to the extent appropriate equipment is available.
30. INDEMNIFICATION OF THE T/A.
A. The T/A 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 the T/A 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
the T/A under this Agreement or by reason of reckless disregard by any of such
persons of the obligations and duties of the T/A under this Agreement.
B. Any person, even though also a director, officer, employee,
shareholder or agent of the T/A, 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 the T/A or any of its
affiliates, even though paid by one of these entities.
C. Notwithstanding any other provision of this Agreement,
the Trust shall indemnify and hold harmless the T/A, its directors, officers,
employees, shareholders and agents 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 the T/A may
sustain or incur or which may be asserted against the T/A by any person by
reason of, or as a result of: (i) any action taken or omitted to be taken by the
T/A in good faith in reliance upon any certificate, instrument, order or share
certificate 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 the T/A 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 the T/A 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.
31. 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 the T/A, (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 therefor. Upon termination of this
Agreement, the Trust shall pay to the T/A such compensation as may be due as of
the date of such termination, and shall likewise reimburse the T/A for any
out-of-pocket expenses and disbursements reasonably incurred by the T/A to such
date.
C. In the event that in connection with the termination of
this Agreement a successor to any of the T/A's duties or responsibilities under
this Agreement is designated by the Trust by written notice to the T/A, the T/A
shall, promptly upon such termination and at the expense of the Trust, transfer
all records maintained by the T/A under this Agreement and shall
cooperate in the transfer of such duties and responsibilities, including
provision for assistance from the T/A's cognizant personnel in the establishment
of books, records and other data by such successor.
32. SERVICES FOR OTHERS.
Nothing in this Agreement shall prevent the T/A or any
affiliated person (as defined in the 0000 Xxx) of the T/A from providing
services for any other person, firm or corporation (including other investment
companies); provided, however, that the T/A 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.
33. 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.
34. 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.
35. 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.
36. 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.
37. NOTICES.
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust
and the T/A for this purpose shall be 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000.
38. 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.
39. 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.
40. FORCE MAJEURE.
If the T/A 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed 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
Schedule A
Compensation
As Transfer, Dividend Disbursing and
Shareholder Service Agent:
Xxxxxxxx, Story and Rose Equity Fund: payable monthly at
rate of $15/
account per year;
subject to minimum
of $1,200 per
month
Xxxxxxxx, Story and Xxxx Xxxxx/ payable monthly at
Intermediate Term Fixed-Income Fund: rate of $19.50/
account per year;
subject to minimum
of $1,200 per
month
