TRANSFER, DIVIDEND DISBURSING, SHAREHOLDER SERVICE
AND PLAN AGENCY AGREEMENT
THIS AGREEMENT effective as of , 1996 by and
between PRAGMA INVESTMENT TRUST (the "Trust"), an Ohio business
trust, PRAGMA, INC. ("PRAGMA"), a Texas corporation, and MGF
SERVICE CORP. (the "T/A"), an Ohio corporation.
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, PRAGMA is registered as an investment adviser
under the Investment Advisers Act of 1940 and provides advisory
services to the Trust pursuant to an Investment Advisory
Agreement; and
WHEREAS, under the Investment Advisory Agreement, PRAGMA
is responsible for retaining and compensating agents to provide
non-advisory services to the Trust; and
WHEREAS, PRAGMA desires to appoint the T/A as the Trust's
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 Bylaws
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, the T/A shall stamp the check or
instrument with the date of receipt and shall forthwith process
the same for collection. Upon receipt of notification of receipt
of funds eligible for share purchases 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.
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
required by applicable securities laws or regulations.
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 of the non-
payment of said check;
B. In the absence of other instructions from the
Trust, 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. 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, 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. 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.
10. 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.
11. 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, when required by applicable securities laws or regulations,
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 and the Custodian
on each business day of the amount of cash required to meet
payments made pursuant to the provisions of this Paragraph 11,
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 9 and this
Paragraph 11 shall be suspended upon receipt of notification by
it of the suspension of the determination of the Trust's net
asset value.
12. 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 last business day of each month in which a
payment has been requested, and the T/A 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.
13. 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.
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 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 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."
14. OTHER PLANS.
The T/A will process such 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.
15. RECORDKEEPING AND OTHER INFORMATION.
The T/A shall create and maintain all records
required by 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 PRAGMA or the Trust. All such records shall be
the property of the Trust at all times and shall be available for
inspection and use by the Trust. Where applicable, such records
shall be maintained by the T/A for the periods and in the places
required by Rule 31a-2 under the 1940 Act. The retention of such
records shall be at the expense of PRAGMA. The T/A shall make
available during regular business hours all records and other
data created for inspection by the Trust, PRAGMA, its agents, or
any regulatory agency having authority over the Trust.
16. 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.
17. TAX RETURNS AND REPORTS.
The T/A will prepare in the appropriate form, file
with the Internal Revenue Service and appropriate state agencies
and 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
PAGE
23. FURTHER ACTIONS.
Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof.
24. FEES AND CHARGES.
For performing its services under this Agreement,
PRAGMA shall pay the T/A with respect to each series of the Trust
in accordance with the schedule attached hereto as Schedule A.
Fees shall be paid monthly. PRAGMA shall promptly reimburse the
T/A for any out of pocket expenses and advances which are to be
paid by PRAGMA in accordance with Paragraph 25.
25. 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 25 shall be paid by PRAGMA, 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.
26. 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 or PRAGMA 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.
PAGE
27. REFERENCES TO THE T/A, PRAGMA AND THE TRUST.
A. The Trust or PRAGMA 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 or PRAGMA 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.
B. MGF shall not circulate any printed matter which
contains any reference to the Trust or PRAGMA without the prior
written approval of the Trust or PRAGMA, excepting solely such
printed matter as merely identifies PRAGMA and the Trust as
clients of MGF. MGF will submit printed matter requiring
approval to PRAGMA and/or the Trust in draft form, allowing
sufficient time for review by PRAGMA and/or the Trust
and its counsel prior to any deadline for printing.
28. 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.
29. 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 or PRAGMA 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.
PAGE
C. Notwithstanding any other provision of this
Agreement, the Trust and PRAGMA shall each 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.
30. 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 PRAGMA, (3) 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 (4) by vote of a majority of the Trust's
Board of Trustees or a majority of the Trust's outstanding voting
securities.
B. Any party may terminate this Agreement on any date
by giving the other parties at least sixty (60) days' prior
written notice of such termination specifying the date fixed
therefor. Upon termination of this Agreement, PRAGMA 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 or by PRAGMA by written notice to the T/A, the T/A
shall, promptly upon such termination and at the expense of
PRAGMA, transfer all records and unused statement stationery and
similar materials 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.
31. 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 under this Agreement.
32. REPRESENTATIONS OF MGF
MGF represents and warrants that no legal proceedings or
regulatory investigations are pending against MGF which could have a
material impact on the operations or financial condition of MGF are
pending. MGF also represents and warrants that it currently
maintains all registrations and meets all capital requirements
under applcable laws in order to provide the services contemplated
herein, and will continue to do so for the duration of this
Agreement. MGF agrees that it will notify PRAGMA and the
Trust immediately should it become a party to any legal
proceeding, regulatory investigation or enforcement act that
could have a material impact on the operations or financial
condition of MGF. MGF further agrees that it will immediately
notify PRAGMA and the Trust of any material change in the
ownership or control of MGF.
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 "PRAGMA 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 of PRAGMA for this
purpose shall be 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx
00000 and that the address of 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.
PRAGMA INVESTMENT TRUST
By:___________________________
Its: President
PRAGMA, INC.
By:___________________________
Its: President
MGF SERVICE CORP.
By:___________________________
Its: President
PAGE
Schedule A
Compensation
------------
As Transfer, Dividend Disbursing and
Shareholder Service Agent
payable monthly at
PRAGMA Providence Fund: rate of $17/account
per year; subject to
minimum of $1,000
per month
