TRANSFER, DIVIDEND DISBURSING, SHAREHOLDER SERVICE
AND PLAN AGENCY AGREEMENT
AGREEMENT dated as of March 10, 1998 between ▇▇▇▇▇ Value Fund, Inc. (the
"Fund"), a Maryland corporation, and Countrywide Fund Services, Inc.
("Countrywide"), an Ohio corporation.
WHEREAS, the Fund is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund wishes to employ the services of Countrywide to serve as
its transfer, dividend disbursing, shareholder service and plan agent; 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 Fund and Countrywide agree as follows:
1. APPOINTMENT.
The Fund hereby appoints and employs Countrywide as agent to perform
those services described in this Agreement for the Fund. Countrywide shall act
under such appointment and perform the obligations thereof upon the terms and
conditions hereinafter set forth.
2. DOCUMENTATION.
The Fund will furnish from time to time the following documents:
A. Each resolution of the Board of Directors of the Fund authorizing the
original issue of its shares;
B. Each Registration Statement filed with the Securities and Exchange
Commission (the "SEC") and amendments thereof;
C. A certified copy of each amendment to the Articles of Incorporation
and the Bylaws of the Fund;
D. Certified copies of each resolution of the Board of Directors
authorizing officers to give instructions to Countrywide;
E. Specimens of all new forms of share certificates accompanied by Board
of Directors' resolutions approving such forms;
F. Such other certificates, documents or opinions which Countrywide may,
in its discretion, deem necessary or appropriate in the proper
performance of its duties;
G. Copies of all Investment Advisory Agreements in effect; and
H. Copies of all documents relating to special investment or withdrawal
plans which are offered or may be offered in the future by the Fund
and for which Countrywide is to act as plan agent.
3. COUNTRYWIDE TO RECORD SHARES.
Countrywide shall record the issuance of shares of the Fund and
maintain pursuant to applicable rules of the SEC a record of the total number of
shares of the Fund which are authorized, issued and outstanding, based upon data
provided to it by the Fund. Countrywide shall also provide the Fund 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 Fund'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 Fund.
4. COUNTRYWIDE TO VALIDATE TRANSFERS.
Upon receipt of a proper request for transfer and upon surrender to
Countrywide of certificates, if any, in proper form for transfer, Countrywide
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,
Countrywide shall notify the Fund in writing of each such transaction and shall
make appropriate entries on the shareholder records maintained by Countrywide.
5. SHARE CERTIFICATES.
If the Fund authorizes the issuance of share certificates and an
investor requests a share certificate, Countrywide 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 Fund, 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 Fund maintained by the Custodian.
The Fund shall supply Countrywide with a sufficient supply of blank share
certificates and from time to time shall renew such supply upon request of
Countrywide. Such blank share certificates shall be properly signed, manually
or,
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if authorized by the Fund, by facsimile; and notwithstanding the death,
resignation or removal of any officers of the Fund authorized to sign share
certificates, Countrywide may continue to countersign certificates which bear
the manual or facsimile signature of such officer until otherwise directed by
the Fund. In case of the alleged loss or destruction of any share certificate,
no new certificates shall be issued in lieu thereof, unless there shall first be
furnished an appropriate bond satisfactory to Countrywide and the Fund, and
issued by a surety company satisfactory to Countrywide and the Fund.
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 Fund, Countrywide
shall stamp the check or instrument with the date of receipt, determine the
amount thereof due the Fund and shall forthwith process the same for collection.
Upon receipt of notification of receipt of funds eligible for share purchases in
accordance with the Fund's then current prospectus and statement of additional
information, Countrywide shall notify the Fund, at the close of each business
day, in writing of the amount of said funds credited to the Fund and deposited
in its account with the Custodian.
7. PURCHASE ORDERS.
Upon receipt of an order for the purchase of shares of the Fund,
accompanied by sufficient information to enable Countrywide to establish a
shareholder account, Countrywide shall, as of the next determination of net
asset value after receipt of such order in accordance with the Fund'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 Fund 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 Fund.
8. RETURNED CHECKS.
A. In the event that Countrywide is notified by the Fund's Custodian that
any check or other order for the payment of money is returned unpaid for any
reason, Countrywide will:
B. Give prompt notification to the Fund of the non-payment of said check;
C. In the absence of other instructions from the Fund, 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
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respect to such shares to be credited to the account of the Fund and to request
the Fund's Custodian to forward such returned check to the person who originally
submitted the check; and
D. Notify the Fund of such actions and correct the Fund's records
maintained by Countrywide pursuant to this Agreement.
9. DIVIDENDS AND DISTRIBUTIONS.
The Fund shall furnish Countrywide with appropriate evidence of
Directors action authorizing the declaration of dividends and other
distributions. Countrywide shall establish procedures in accordance with the
Fund's then current prospectus and statement of additional information and with
other authorized actions of the Fund's Board of Directors under which it will
have available from the Custodian or the Fund any required information for each
dividend and other distribution. After deducting any amount required to be
withheld by any applicable laws, Countrywide shall, as agent for each
shareholder who so requests, invest the dividends and other distributions in
full and fractional shares in accordance with the Fund's then current prospectus
and statement of additional information. If a shareholder has elected to receive
dividends or other distributions in cash, then Countrywide shall disburse
dividends to shareholders of record in accordance with the Fund's then current
prospectus and statement of additional information. Countrywide shall, on or
before the mailing date of such checks, notify the Fund and the Custodian of the
estimated amount of cash required to pay such dividend or distribution, and the
Fund shall instruct the Custodian to make available sufficient funds therefor in
the appropriate account of the Fund. Countrywide shall mail to the shareholders
periodic statements, as requested by the Fund, showing the number of full and
fractional shares and the net asset value per share of shares so credited. When
requested by the Fund, Countrywide 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 Fund
as are required to be so prepared, filed and mailed by applicable laws, rules
and regulations.
10. UNCLAIMED DIVIDENDS AND UNCLAIMED REDEMPTION PROCEEDS.
Countrywide shall, at least annually, furnish in writing to the Fund
the names and addresses, as shown in the shareholder accounts maintained by
Countrywide, 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.
Countrywide shall use its best efforts to contact the shareholders affected and
to follow any other written instructions received from the Fund concerning the
disposition of any such unclaimed dividends, distributions or redemption
proceeds.
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11. REDEMPTIONS AND EXCHANGES.
A. Countrywide shall process, in accordance with the Fund's then current
prospectus and statement of additional information, each order for the
redemption of shares accepted by Countrywide. Upon its approval of such
redemption transactions, Countrywide, if requested by the Fund, 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 each such redemption, Countrywide shall either: (a)
prepare checks in the appropriate amounts for approval and verification by the
Fund and signature by an authorized officer of Countrywide 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 Fund's Board of Directors 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 Fund and accepted by Countrywide. If Countrywide or the Fund
determines that a request for redemption does not comply with the requirements
for redemptions, Countrywide shall promptly notify the shareholder indicating
the reason therefor.
B. If shares of the Fund are eligible for exchange with shares of any other
investment company, Countrywide, in accordance with the then current prospectus
and statement of additional information and exchange rules of the Fund 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
Fund's shareholders, process such approved exchange requests.
C. Countrywide shall notify the Fund 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 Fund shall instruct
the Custodian to make available from time to time sufficient funds therefor in
the appropriate account of the Fund. Procedures for effecting redemption orders
accepted from shareholders or dealers of record by telephone or other methods
shall be established by mutual agreement between Countrywide and the Fund
consistent with the Fund's then current prospectus and statement of additional
information.
D. The authority of Countrywide to perform its responsibilities under
▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ 9, and this Paragraph 11 shall be suspended with respect
to the Fund upon
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receipt of notification by it of the suspension of the determination of the
Fund's net asset value.
12. AUTOMATIC WITHDRAWAL PLANS.
Countrywide 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 Fund. Payments upon
such withdrawal order shall be made by Countrywide from the appropriate account
maintained by the Fund with the Custodian on approximately the last business day
of each month in which a payment has been requested, and Countrywide 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 Fund. From time to
time on new automatic withdrawal plans a check for a payment date already past
may be issued upon request by the shareholder.
13. WIRE-ORDER PURCHASES.
Countrywide 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
Countrywide. Upon receipt of any check drawn or endorsed to the Fund (or
Countrywide, as agent) or otherwise identified as being payment of an
outstanding wire-order, Countrywide will stamp said check with the date of its
receipt and deposit the amount represented by such check to Countrywide's
deposit accounts maintained with the Custodian. Countrywide will cause the
Custodian to transfer federal funds in an amount equal to the net asset value of
the shares so purchased to the Fund's account with the Custodian and will notify
the Fund before noon of each business day of the total amount deposited in the
Fund's deposit accounts, and in the event that payment for a purchase order is
not received by Countrywide 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.
Countrywide will process such accumulation plans, group programs and
other plans or programs for investing in shares of the Fund as are now provided
for in the Fund'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.
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Countrywide 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 the Fund. All such records shall be the property of the Fund at
all times and shall be available for inspection and use by the Fund. 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. The retention of such
records shall be at the expense of the Fund. Countrywide shall make available
during regular business hours all records and other data created and maintained
pursuant to this Agreement for reasonable audit and inspection by the Fund, any
person retained by the Fund, or any regulatory agency having authority over the
Fund.
16. SHAREHOLDER RECORDS.
Countrywide shall maintain records for each shareholder account
showing the following:
A. Names, addresses and tax identifying numbers;
B. Name of the dealer of record, if any;
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
Fund 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;
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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 Countrywide to perform the
calculations contemplated under this Agreement.
17. TAX RETURNS AND REPORTS.
Countrywide will prepare in the appropriate form, file with the
Internal Revenue Service and appropriate state agencies and, if required, mail
to shareholders of the Fund such returns for reporting dividends and
distributions paid by the Fund 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 FUND.
Subject to such instructions, verification and approval of the
Custodian and the Fund as shall be required by any agreement or applicable law,
Countrywide will also maintain such records as shall be necessary to furnish to
the Fund 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, Countrywide shall arrange for the Fund's investment
adviser to have direct access to shareholder information contained in
Countrywide's computer system, including account balances, performance
information and such other information which is available to Countrywide with
respect to shareholder accounts.
20. COOPERATION WITH ACCOUNTANTS.
Countrywide shall cooperate with the Fund'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 Fund.
21. SHAREHOLDER SERVICE AND CORRESPONDENCE.
Countrywide 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 Fund shareholders. Countrywide will answer written
correspondence from shareholders relating to their share
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accounts and such other written or oral inquiries as may from time to time be
mutually agreed upon, and Countrywide will notify the Fund of any correspondence
or inquiries which may require an answer from the Fund.
22. PROXIES.
Countrywide shall assist the Fund in the mailing of proxy cards and
other material in connection with shareholder meetings of the Fund, shall
receive, examine and tabulate returned proxies and shall, if requested by the
Fund, provide at least one inspector of election to attend and participate as
required by law in shareholder meetings of the Fund.
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. COMPENSATION.
For the performance of Countrywide's obligations under this Agreement,
the Fund shall pay Countrywide, on the first business day following the end of
each month, a monthly fee in accordance with the schedule attached hereto as
Schedule A. The Fund shall promptly reimburse Countrywide for any out-of-pocket
expenses and advances which are to be paid by the Fund in accordance with
Paragraph 25.
25. EXPENSES.
Countrywide shall furnish, at its expense and without cost to the Fund
(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
Countrywide under this Paragraph 25 shall be paid by the Fund, including, but
not limited to, costs and expenses of officers and employees of Countrywide in
attending meetings of the Board of Directors and shareholders of the Fund, as
well as 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 pricing services, 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 Countrywide for services provided under this Agreement.
Postage for mailings of dividends, proxies, reports and other mailings to all
shareholders shall be advanced to Countrywide three business days prior to the
mailing date of such materials.
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26. 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 Fund
which services could cause Countrywide to be deemed an "investment adviser" of
the Fund within the meaning of Section 2(a)(20) of the 1940 Act or to supersede
or contravene the Fund'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 Fund 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.
27. REFERENCES TO COUNTRYWIDE.
The Fund 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, Shareholder Servicing and Dividend
Disbursing Agent and Accounting Services Agent. The Fund 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.
28. 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.
29. 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 Fund 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.
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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, director, employee or agent of the Fund, shall be deemed,
when rendering services to the Fund or acting on any business of the Fund, to be
rendering such services to or acting solely as an officer, director, employee or
agent of the Fund 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 these entities.
C. The Fund 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 Fund or upon the opinion of legal counsel for the Fund 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.
30. INDEMNIFICATION OF THE FUND.
Notwithstanding any other provision of this Agreement, Countrywide
shall indemnify and hold harmless the Fund, 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 the Fund may sustain or incur or
which may be asserted against the Fund by any person by reason of, or as a
result of, Countrywide's gross negligence, willful misconduct, bad faith, or
reckless disregard of its 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
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(1) by Countrywide, (2) by vote, cast in person at a meeting called for the
purpose, of a majority of the Fund's directors who are not parties to this
Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇) of any such party,
and (3) by vote of a majority of the Fund's Board of Directors or a majority of
the Fund'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 Fund
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 Fund by written notice to Countrywide,
Countrywide shall, promptly upon such termination and at the expense of the
Fund, 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.
32. SERVICES FOR OTHERS.
Nothing in this Agreement shall prevent Countrywide or any affiliated
person (as defined in the ▇▇▇▇ ▇▇▇) 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 Fund under this Agreement.
33. 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.
34. QUESTIONS OF INTERPRETATION.
This Agreement shall be governed by the substantive laws of the State
of New York without regard to its conflict of law provisions. Any disputes
arising out of this Agreement shall be adjudicated solely in the courts of the
State of New York or the federal court for the Southern District of New York (in
either case only within New York County, New York). The parties each agree to
personal jurisdiction and venue solely within New York County, New York, waive
any objections to personal
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jurisdiction and venue in New York County, New York, and agree not to seek
personal jurisdiction and venue in any other location. 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 located in New York
County, New York or in the absence of any controlling decision of any such
court, by rules, regulations or orders of the SEC 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 SEC, such provision shall be deemed to incorporate the effect of such rule,
regulation or order.
35. 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 Fund: ▇▇▇▇▇ Value Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
To Countrywide: Countrywide Fund Services, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
or to such other address as any party may designate by notice complying with the
terms of this Section 35. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery; (b) on the date telecommunicated if by
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.
36. CONFIDENTIALITY.
A. All information furnished to Countrywide or its representatives by the
Fund, including without limitation all names, addresses, telephone numbers and
other information of customers and prospective customers, and whether furnished
before or after the date hereof (the "Information"), will be kept confidential
by Countrywide and/or its representatives, and will not, except to the extent
necessary in order to carry out
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Countrywide's responsibilities and obligations under this Agreement, be
disclosed by Countrywide or any of its representatives and will not be used by
Countrywide or any of its representatives for any purpose other than fulfilling
Countrywide's responsibilities and obligations under this Agreement. The term
"representatives" as used herein shall include Countrywide's affiliates, and
Countrywide and its affiliates' respective officers, directors, employees,
agents, and controlling persons. Countrywide acknowledges and agrees that any
information supplied to Countrywide by a customer or potential customer of the
Fund as a result of discussions, solicitations, or communications between the
Fund and said customer or potential customer shall constitute "Information" for
the purposes hereof. Countrywide shall be permitted to transmit the Information
only to those of its representatives who need to know the Information for the
purpose of assisting Countrywide in fulfilling its responsibilities and
obligations under this Agreement, who are informed by Countrywide of the
confidential nature of the Information and who have agreed in writing to keep
the Information confidential on the same terms as if such representatives were
signatories hereto. Copies of all agreements by which Countrywide's
representatives have agreed to keep the Information confidential shall be
delivered by Countrywide to the Fund promptly after execution thereof. In any
event Countrywide shall be responsible for the breach of this Agreement by its
representatives.
B. In the event that Countrywide or its representatives is requested or
becomes legally compelled to disclose any of the Information, said party agrees
to provide the Fund with prompt written notice, but in any event within 3
business days, so that the Fund may seek (with Countrywide's and/or its
representatives' cooperation, if so requested by the Fund) a protective order or
other appropriate remedy. In the event that such protective order or other
remedy is not obtained, or that the Fund waives compliance with these
confidentiality provisions, Countrywide and its representatives agree to furnish
only that portion of the Information which in the reasonable opinion of its
counsel is legally required and will use its best efforts to obtain reliable
assurance that confidential treatment will be accorded the Information.
C. The term "Information" as used herein shall not include matters which
(i) are or become generally available to the public other than as a result of a
disclosure by Countrywide or its representatives, or (ii) were know to
Countrywide on a non-confidential basis prior to its disclosure to Countrywide
by the Fund.
D. The Fund shall be entitled to injunctive relief to prevent breaches of
Countrywide's confidentiality obligations hereunder and to specifically enforce
the terms hereof in addition to any other remedy to which the Fund may be
entitled at law or in equity.
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E. The confidentiality provisions of this Agreement shall survive the
termination of this Agreement.
37. AMENDMENT.
This Agreement may not be amended or modified except by a written
agreement executed by both parties.
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 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.
41. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
▇▇▇▇▇ VALUE FUND, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
Its: President
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COUNTRYWIDE FUND SERVICES, INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: President
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Schedule A
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COMPENSATION
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Services FEE
-------- ---
(Per Account)
As Transfer, Dividend Disbursing,
Shareholder Service and Plan Agent:
▇▇▇▇▇ Value Fund, Inc. Payable monthly at
rate of $18.00/year
The Fund will be subject to a minimum charge of $1,200 per month.