TRANSFER, DIVIDEND DISBURSING, SHAREHOLDER SERVICE
AND PLAN AGENCY AGREEMENT
THIS AGREEMENT effective as of October 28, 1999 by and between COUNTRYWIDE
TAX-FREE TRUST, a Massachusetts business trust (the "Trust"), and COUNTRYWIDE
FUND SERVICES, INC., an Ohio corporation (the "T/A").
WITNESSETH THAT:
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 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 Administration Agreements and Investment Advisory
Agreements in effect;
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 issues of shares of the Trust and shall notify
the Trust in case any proposed issue of shares by the Trust shall result in
an over-issue as defined by Section 8- 104(2) of the Uniform Commercial
Code, as provided in Article 8 of the Uniform Commercial Code, Ohio Revised
Code, paragraph 1308.01 et. seq., and in case any issue of shares would
result in such an over-issue, shall refuse to credit said shares and shall
not countersign and issue certificates for such shares. Except as provided
in Article 8 of said Uniform Commercial Code and in Section 4 of this
Agreement and as specifically agreed in writing from time to time between
the T/A and the Trust, the T/A shall have no obligation, when
countersigning and issuing and/or crediting shares, to take cognizance of
any other laws relating to issue and sale of such shares.
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 certificate, 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
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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.
6. LOST OR DESTROYED CERTIFICATES.
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 T/A and the Trust,
and issued by a surety company satisfactory to the T/A and the Trust.
7. 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 amounts of
said funds credited to the Trust and deposited in its account with the
Custodian, and shall similarly notify the Underwriter of the amounts of
said funds credited to the Underwriter and deposited in its account with
its designated bank.
8. 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 investor, 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 investor and/or dealer of record a notice of such credit
when requested to do so by the Trust.
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9. ISSUE OF 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 share 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.
10. 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;
C. Notify the Trust of such actions and correct the Trust's records
maintained by the T/A pursuant to this Agreement.
11. SALES CHARGE.
In computing the number of shares to credit to the account of a
shareholder pursuant to Paragraph 8 hereof, 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 portio 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
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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.
12. 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 an
investor has elected to receive dividends or other distributions in cash,
then the T/A shall prepare checks for approval and verification by the
Trust and signature by an authorized officer or employee of the T/A in the
appropriate amount and shall mail them to the shareholders of record at
their address of record or to such other address as the shareholder may
have designated. 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 therefore 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 assist the Trust (i) with
any withholding procedures, shareholder reports and payments, and (ii) in
the preparation and filing with the Internal Revenue Service, and when
required, with the addressing and mailing to shareholders, of 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.
13. 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
pursuant to Paragraph 8, of all investors for
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which there are, as of the end of the calendar year, dividends,
distributions or redemptions 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.
14. 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 investor 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 or employee
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 commercial bank account
designated by the investor, 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 investor
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.
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C. The T/A shall notify the Custodian, the Underwriter and the Trust
on each business day of the amount of cash required to meet
payments made pursuant to the provisions of this Paragraph 14,
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.
D. Procedures for effecting redemption orders accepted from
investors 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.
E. The authority of the T/A to perform its responsibilities under
▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ 12 and this Paragraph 14 shall be
suspended upon receipt of notification by it of the suspension of
the determination of the Trust's net asset value.
15. 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
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.
16. 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.
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17. 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 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 at 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.
18. 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 shareholder.
19. BOOKS AND RECORDS.
The T/A shall maintain records for each investor's 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, if applicable;
D. Historical information regarding the account of each shareholder,
including dividends and distributions distributed in cash or
invested in shares;
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E. Information with respect to the source of all dividends and
distributions allocated among income, realized short-term gains
and realized long-term gains;
G. Information with respect to withholdings on foreign accounts;
H. 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;
I. Any dividend address and correspondence relating to the current
maintenance of a shareholder's account;
J. Certificate numbers and denominations for any shareholder holding
certificates;
K. Any information required in order for the T/A to perform the
calculations contemplated under this Agreement;
L. The date and number of shares of the Trust purchased, the date
and number of shares of the Trust held, the date and number of
shares reinvested as dividends and the date and number of shares
redeemed.
All of the records prepared and maintained by the T/A pursuant to this
Paragraph 19 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.
20. TAX RETURNS AND REPORTS.
The T/A will prepare, file with the Internal Revenue Service and, if
required, mail to shareholders such returns for reporting dividends and
distributions paid by the Trust as are required to be so prepared, filed
and mailed by applicable laws, rules and regulations; and the T/A will
withhold such sums as are required to be withheld under applicable federal
and state tax law, rules and regulations.
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21. 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, checks
for disbursing redemption proceeds, dividends and other distributions or
expense disbursements, portfolio printouts and general ledger printouts.
22. FORM N-SAR.
The T/A shall maintain such records within its control and as shall be
requested by the Trust to assist the Trust in fulfilling the requirements
of Form N-SAR.
23. 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.
24. 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.
25. 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 lest one inspector of election to attend and
participate as required by law in shareholder meetings of the Trust.
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26. FEES AND CHARGES.
For performing its services under this Agreement, the Trust shall pay
the T/A a fee in accordance with the schedule attached hereto as Schedule A
and 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
27(b).
27. EXPENSES.
The expenses connected with the performance of this Agreement shall be
allocated between the Trust and the T/A as follows:
(a) 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.
(b) All costs and expenses not expressly assumed by the T/A under
Paragraph 27(a) of this Agreement 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 or 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.
28. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
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 the preparation, contents and distribution of each
prospectus and statement of additional information of the Trust, for
complying with all applicable requirements of the Investment Company Act of
1940 (the "Act"), the Securities Act of 1933, as amended, and any laws,
rules and regulations of governmental authorities having jurisdiction.
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29. CONFIDENTIALITY.
The T/A agrees to treat all records and other information relative to
the Trust and its prior, present or potential shareholders confidentially
and the T/A on behalf of itself and its employees agrees to keep
confidential all such information, except (after prior notification to and
approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where the T/A may be exposed to civil or
criminal contempt proceedings for failure to comply) when requested to
divulge such information by duly constituted authorities or when so
requested by the Trust.
30. 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
Transfer Agent, Plan Agent, Dividend Disbursing Agent, Shareholder Service
Agent and Accounting and Pricing 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.
31. 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.
32. 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
Act or 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.
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(b) Any person, even though also a director, officer, employee,
shareholder or agent of the T/A, 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
(other than services or business in connection with the T/A's duties
hereunder), to be rendering such services to or acting solely for the
Trust and not as a director, officer, employee, shareholder or agent
of, or one under the control or direction of the T/A, even though paid
by it.
(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 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.
33. MAINTENANCE OF INSURANCE COVERAGE.
At all times during the term of this Agreement, the T/A shall be a
named insured party on the Trust's Errors & Omissions policy and the
Trust's Fidelity Bond, both of which shall include coverage of the T/A's
officers and employees. The T/A shall pay its allocable share of the cost
of such policies in accordance with the provisions of the Act. The scope of
coverage and amount of insurance limits applicable to the Trust on such
policies shall also be made applicable to the T/A.
34. FURTHER ACTIONS.
Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
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35. TERMINATION.
(a) The provisions of this Agreement shall be effective upon its
execution, 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 Act) 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.
(c) 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, and for the T/A's costs, expenses and disbursements
reasonably incurred by the T/A to such date, and for the T/A's costs,
expenses and disbursements as contemplated by this Agreement.
(d) In the event that in connection with 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 to such successor a certified list of
the shareholders of the Trust (with name, address and tax
identification or Social Security number), a record of the accounts of
such shareholders and the status thereof, and all other relevant
books, records and other data established or 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.
36. SERVICES FOR OTHERS.
Nothing in this Agreement shall prevent the T/A or any affiliated
person (as defined in the Act) 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
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which, in its judgment, will adversely affect the performance of its
obligations to the Trust under this Agreement.
37. MISCELLANEOUS.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
38. LIMITATION ON LIABILITY.
The term "Countrywide Tax-Free Trust" means and refers to the
trustees from time to time serving under the Trust's 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.
39. 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.
40. QUESTIONS OF INTERPRETATION.
(a) This Agreement shall be governed by the laws of the State of
Ohio.
(b) 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 Act shall be resolved by reference to such
term or provision of the Act and to interpretations thereof, if any,
by the 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 Act. In addition, where
the effect of a requirement of the Act, reflected in any provision of
this Agreement is revised by rule, regulation or order of the
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Securities and Exchange Commission, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
41. 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 the T/A for this purpose shall be ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇.
42. 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.
43. 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.
44. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
COUNTRYWIDE TAX-FREE TRUST
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
COUNTRYWIDE FUND SERVICES, INC.
By /s/ ▇▇▇▇▇▇ ▇.▇▇▇▇▇▇▇
----------------------------
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SCHEDULE A
COMPENSATION
SERVICES FEE
As Transfer Agent and Shareholder
Servicing Agent:
Tax-Free Money Fund payable monthly at rate
of $25.00 per account
per year
Tax-Free Intermediate payable monthly at rate
Term Fund of $21.00 per account
per year
Ohio Tax-Free Money Fund payable monthly at rate
of $25.00 per account
per year
Ohio Insured Tax-Free Fund payable monthly at rate
of $21.00 per account
per year
California Tax-Free Money Fund payable monthly at rate
of $25.00 per account
per year
Florida Tax-Free Money Fund payable monthly at rate
of $25.00 per account
per year
Each Fund offering a single class of shares will be subject to a minimum charge
of $1,000 per month. Each class of shares of a Fund offering multiple classes
will be subject to a minimum charge per class of $1,000 per month.