AGREEMENT TO TRANSFER UNDERWRITING CONTRACT
AGREEMENT made as of this 29th day of April, 1998 by and between
Countrywide Investments, Inc., a corporation organized under the laws of the
State of Ohio ("Countrywide"), and CW Fund Distributors, Inc., a corporation
organized under the laws of the State of Delaware ("Distributors").
WHEREAS, Xxxxxxxx, Story and Rose Investment Trust (the "Trust") is
registered as a management investment company under the Investment Company Act
of 1940 (the "1940 Act"); and
WHEREAS, Countrywide provides underwriting and distribution services to the
Xxxxxxxx, Story and Rose Equity Fund and the Xxxxxxxx, Story and Xxxx
Xxxxx/Intermediate Term Fixed-Income Fund (the "Funds"), two series of the
Trust, pursuant to an Underwriting Agreement between the Trust and Countrywide;
and
WHEREAS, Countrywide proposes to make a formal transfer of its rights and
obligations under the Underwriting Agreement to Distributors, a registered
broker-dealer; and
WHEREAS, Countrywide and Distributors are each a wholly- owned subsidiary
of Countrywide Financial Services, Inc. and have identical boards of directors;
and
WHEREAS, the proposed transfer will result in no change in actual control
or management of the entity responsible for performance of the Underwriting
Agreement; and
WHEREAS, the personnel performing distribution services for Countrywide on
behalf of the Funds will not differ in any respect from those performing such
services for Distributors; and
WHEREAS, counsel to Countrywide and Distributors is of the opinion that the
proposed transfer of the Underwriting Agreement to Distributors does not
constitute an "assignment" within the meaning of Section 2(a)(4) of the 1940 Act
pursuant to Rule 2a-6 of the 1940 Act; and
WHEREAS, the Board of Trustees of the Trust has approved the proposed
transfer by Countrywide of its rights and obligations under the Underwriting
Agreement to Distributors;
NOW, THEREFORE, in consideration of the promises and agreements of the
parties contained herein, the parties agree as follows:
1. TRANSFER OF UNDERWRITING AGREEMENT. Countrywide hereby transfers all
of its rights and obligations under the Underwriting Agreement to Distributors.
2. ACCEPTANCE OF APPOINTMENT. Distributors accepts its appointment as
principal underwriter of the Funds and agrees to use its best professional
judgment for the Funds.
3. REPRESENTATIONS OF DISTRIBUTORS. Distributors represents and warrants
that it has adopted a written code of ethics complying with the requirements of
Rule 17j-1 under the 1940 Act. Distributors further represents and warrants that
it will immediately notify the Trust of the occurrence of any event which would
disqualify Distributors from serving as the principal underwriter of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
4. EFFECTIVE DATE. This Agreement shall become effective on the date
first above written and shall remain in force so long as the Underwriting
Agreement remains in force.
IN WITNESS WHEREOF, Countrywide and Distributors have each caused this
Agreement to be signed in duplicate on their behalf, all as of the date first
above written.
COUNTRYWIDE INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
President
CW FUND DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
President
The above described transfer is accepted on behalf of Xxxxxxxx, Story and Rose
Investment Trust.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
President
