TRANSFER, DIVIDEND DISBURSING, SHAREHOLDER SERVICE
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AND PLAN AGENCY AGREEMENT
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AGREEMENT dated as of June 29, 2001 between Dunhill Investment Trust (the
"Trust") and CityFund Advisory, Inc. ("CityFund"), an Ohio corporation.
WHEREAS, the Trust is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust wishes to employ the services of CityFund to serve as
its transfer, dividend disbursing, shareholder service and plan agent; and
WHEREAS, Dunhill 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 Trust and CityFund agree as follows:
1. APPOINTMENT.
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The Trust hereby appoints and employs CityFund as agent to perform
those services described in this Agreement for the Trust. CityFund shall act
under such appointment and perform the obligations thereof upon the terms and
conditions hereinafter set forth.
2. DOCUMENTATION.
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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 (the "SEC") and amendments thereof;
C. A certified copy of each amendment to the Agreement and Declaration of
Trust and the Bylaws of the Trust;
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D. Certified copies of each resolution of the Board of Trustees
authorizing officers to give instructions to CityFund;
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 CityFund 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 Investment 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 CityFund is to act as plan agent.
3. CITYFUND TO RECORD SHARES.
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CityFund shall record the issuance of shares of the Trust and maintain
pursuant to applicable rules of the SEC 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. CityFund 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. CITYFUND TO VALIDATE TRANSFERS.
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Upon receipt of a proper request for transfer and upon surrender to
CityFund of certificates, if any, in proper form for transfer, CityFund 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,
CityFund shall notify the Trust in writing of each such transaction and shall
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make appropriate entries on the shareholder records maintained by CityFund.
5. SHARE CERTIFICATES.
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If the Trust authorizes the issuance of share certificates and an
investor requests a share certificate, CityFund 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 CityFund with a sufficient supply of blank share
certificates and from time to time shall renew such supply upon request of
CityFund. 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, CityFund 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 certificates shall be issued in lieu thereof, unless there shall first be
furnished an appropriate bond satisfactory to CityFund and the Trust, and issued
by a surety company satisfactory to CityFund and the Trust.
6. RECEIPT OF FUNDS.
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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 the
principal underwriter of the Trust (the "Underwriter"), CityFund shall stamp the
check or instrument with the date of receipt, determine the amount thereof due
the Trust 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,
CityFund shall notify the Trust, at the close of each business day, in writing
of the amount of said funds credited to the Trust and deposited in its account
with the Custodian, and shall similarly notify the Underwriter of the amount of
said funds credited to the Underwriter and deposited in its account with its
designated bank.
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7. PURCHASE ORDERS.
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Upon receipt of an order for the purchase of shares of the Trust,
accompanied by sufficient information to enable CityFund to establish a
shareholder account, CityFund shall, as of the next determination of net asset
value after receipt of such order in accordance with the Trust's then current
prospectus and statement of additional information, compute the number of shares
due to the shareholder, credit the share account of the shareholder, subject to
collection of the funds, with the number of shares so purchased, shall notify
the Trust in writing or by computer report at the close of each business day of
such transactions and shall mail to the shareholder and/or dealer of record a
notice of such credit when requested to do so by the Trust.
8. RETURNED CHECKS.
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In the event that CityFund is notified by the Trust's Custodian that
any check or other order for the payment of money is returned unpaid for any
reason, CityFund will:
A. Give prompt notification to the Trust and the Underwriter of the
non-payment of said check;
B. In the absence of other instructions from the Trust or the
Underwriter, take such steps as may be necessary to redeem any shares purchased
on the basis of such returned check and cause the proceeds of such redemption
plus any dividends declared with respect to such shares to be credited to the
account of the Trust and to request the Trust's Custodian to forward such
returned check to the person who originally submitted the check; and
C. Notify the Trust of such actions and correct the Trust's records
maintained by CityFund pursuant to this Agreement.
9. SALES CHARGE.
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In computing the number of shares to credit to the account of a
shareholder, CityFund will calculate the total of the applicable 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.
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CityFund will also determine the portion of each sales charge payable by the
Underwriter to the dealer of record participating in the sale in accordance with
such schedules as are from time to time delivered by the Underwriter to
CityFund; provided, however, CityFund shall have no liability hereunder arising
from the incorrect selection by CityFund 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 CityFund fails to select the rate specified.
10. DIVIDENDS AND DISTRIBUTIONS.
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The Trust shall furnish CityFund with appropriate evidence of trustee
action authorizing the declaration of dividends and other distributions.
CityFund 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 or the Trust any required information for each dividend and other
distribution. After deducting any amount required to be withheld by any
applicable laws, CityFund 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 CityFund shall disburse dividends to shareholders of
record in accordance with the Trust's then current prospectus and statement of
additional information. CityFund shall, on or before the mailing date of such
checks, notify the Trust and the Custodian of the estimated amount of cash
required to pay such dividend or distribution, and the Trust shall instruct the
Custodian to make available sufficient funds therefor in the appropriate account
of the Trust. CityFund 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,
CityFund 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.
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11. UNCLAIMED DIVIDENDS AND UNCLAIMED REDEMPTION PROCEEDS.
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CityFund shall, at least annually, furnish in writing to the Trust the
names and addresses, as shown in the shareholder accounts maintained by
CityFund, 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. CityFund
shall use its best efforts to contact the shareholders affected and to follow
any other written instructions received from the Trust concerning the
disposition of any such unclaimed dividends, distributions or redemption
proceeds.
12. REDEMPTIONS AND EXCHANGES.
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A. CityFund 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 CityFund. Upon its approval of such redemption
transactions, CityFund, if requested by the Trust, shall mail to the shareholder
and/or dealer of record a confirmation showing trade date, number of full and
fractional shares redeemed, the price per share and the total redemption
proceeds. For each such redemption, CityFund shall either: (a) prepare checks in
the appropriate amounts for approval and verification by the Trust and signature
by an authorized officer of CityFund 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 CityFund. If CityFund or the Trust determines that a
request for redemption does not comply with the requirements for redemptions,
CityFund shall promptly notify the shareholder indicating the reason therefor.
B. If shares of the Trust are eligible for exchange with shares of
any other investment company, CityFund, 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
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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. CityFund shall notify the Trust, the Custodian and the
Underwriter on each business day of the amount of cash required to meet payments
made pursuant to the provisions of this Paragraph 12, and, on the basis of such
notice, the Trust shall instruct the Custodian to make available from time to
time sufficient funds therefor in the appropriate account of the Trust.
Procedures for effecting redemption orders accepted from shareholders or dealers
of record by telephone or other methods shall be established by mutual agreement
between CityFund and the Trust consistent with the Trust's then current
prospectus and statement of additional information.
D. The authority of CityFund to perform its responsibilities under
▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ 10, and this Paragraph 12 shall be suspended with respect
to any series of the Trust upon receipt of notification by it of the suspension
of the determination of such series' net asset value.
13. AUTOMATIC WITHDRAWAL PLANS.
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CityFund 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 CityFund 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 CityFund will
withdraw from a shareholder's account and present for repurchase or redemption
as many shares as shall be sufficient to make such withdrawal payment pursuant
to the provisions of the shareholder's withdrawal plan and the current
prospectus and statement of additional information of the Trust. From time to
time on new automatic withdrawal plans a check for payment date already past may
be issued upon request by the shareholder.
14. LETTERS OF INTENT.
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CityFund 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. CityFund will make appropriate deposits to the
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account of the Underwriter for the adjustment of sales charges as therein
provided and will currently report the same to the Underwriter.
15. WIRE-ORDER PURCHASES.
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CityFund 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
CityFund or the Underwriter, with copies to the Underwriter. Upon receipt of any
check drawn or endorsed to the Trust (or CityFund, as agent) or otherwise
identified as being payment of an outstanding wire-order, CityFund will stamp
said check with the date of its receipt and deposit the amount represented by
such check to CityFund's deposit accounts maintained with the Custodian.
CityFund will compute the respective portions of such deposit which represent
the sales charge and the net asset value of the shares so purchased, will cause
the Custodian to transfer federal funds in an amount equal to the net asset
value of the shares so purchased to the Trust's account with the Custodian, and
will notify the Trust and the Underwriter before noon of each business day of
the total amount deposited in the Trust's deposit accounts, and in the event
that payment for a purchase order is not received by CityFund or the Custodian
on the tenth business day following receipt of the order, prepare an NASD
"notice of failure of dealer to make payment" and forward such notification to
the Underwriter.
16. OTHER PLANS.
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CityFund will process such accumulation plans, group programs and
other plans or programs for investing in shares of the Trust as are now provided
for in the Trust's current prospectus and statement of additional information
and will act as plan agent for shareholders pursuant to the terms of such plans
and programs duly executed by such shareholders.
17. RECORDKEEPING AND OTHER INFORMATION.
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CityFund 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
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contract with 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 CityFund 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 Trust. CityFund 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 Trust, any
person retained by the Trust, or any regulatory agency having authority over the
Trust.
18. SHAREHOLDER RECORDS.
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CityFund 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 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;
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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 CityFund to perform the
calculations contemplated under this Agreement.
19. TAX RETURNS AND REPORTS.
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CityFund will prepare in the appropriate form, file with the Internal
Revenue Service and appropriate state agencies and, if required, mail to
shareholders of the Trust such returns for reporting dividends and distributions
paid by the Trust as are required to be so prepared, filed and mailed and shall
withhold such sums as are required to be withheld under applicable federal and
state income tax laws, rules and regulations.
20. OTHER INFORMATION TO THE TRUST.
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Subject to such instructions, verification and approval of the
Custodian and the Trust as shall be required by any agreement or applicable law,
CityFund 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.
21. ACCESS TO SHAREHOLDER INFORMATION.
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Upon request, CityFund shall arrange for the Trust's investment
advisers to have direct access to shareholder information contained in
CityFund's computer system, including account balances, performance information
and such other information which is available to CityFund with respect to
shareholder accounts.
22. COOPERATION WITH ACCOUNTANTS.
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CityFund 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
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accountants for the expression of their unqualified opinion where required for
any document for the Trust.
23. SHAREHOLDER SERVICE AND CORRESPONDENCE.
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CityFund 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. CityFund 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
CityFund will notify the Trust of any correspondence or inquiries which may
require an answer from the Trust.
24. PROXIES.
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CityFund 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.
25. FURTHER ACTIONS.
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Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
26. COMPENSATION.
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For the performance of CityFund's obligations under this Agreement,
each series of the Trust shall pay CityFund, 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 Trust shall promptly reimburse CityFund for any
out-of-pocket expenses and advances which are to be paid by the Trust in
accordance with Paragraph 27.
27. EXPENSES.
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CityFund 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
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costs and expenses not expressly assumed by CityFund under this Paragraph 27
shall be paid by the Trust, including, but not limited to, costs and expenses of
officers and employees of Dunhill in attending meetings of the Board of Trustees
and shareholders of the Trust, 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 CityFund for services provided
under this Agreement. Postage for mailings of dividends, proxies, reports and
other mailings to all shareholders shall be advanced to CityFund three business
days prior to the mailing date of such materials.
28. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
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The parties hereto acknowledge and agree that nothing contained herein
shall be construed to require CityFund to perform any services for the Trust
which services could cause CityFund 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 Trust'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 CityFund, 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.
29. REFERENCES TO CITYFUND.
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The Trust shall not circulate any printed matter which contains any
reference to CityFund without the prior written approval of CityFund, excepting
solely such printed matter as merely identifies CityFund as Transfer,
Shareholder Servicing and Dividend Disbursing Agent. The Trust will submit
printed matter requiring approval to CityFund in draft form, allowing sufficient
time for review by CityFund and its counsel prior to any deadline for printing.
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30. EQUIPMENT FAILURES.
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CityFund 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. CityFund shall have no
liability with respect to equipment failures beyond its control.
31. INDEMNIFICATION OF CITYFUND.
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A. CityFund 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 CityFund 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
CityFund under this Agreement or by reason of reckless disregard by any of such
persons of the obligations and duties of CityFund under this Agreement.
B. Any person, even though also a director, officer, employee,
shareholder or agent of CityFund, 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 CityFund or any of its
affiliates, even though paid by one of these entities.
C. The Trust shall indemnify and hold harmless CityFund, 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 CityFund may
sustain or incur or which may be asserted against CityFund by any person by
reason of, or as a result of: (i) any action taken or omitted to be taken by
CityFund in good faith in reliance upon any certificate, instrument, order or
share certificate reasonably believed by it to be genuine and to be signed,
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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 CityFund 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 CityFund 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.
32. TERMINATION.
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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 CityFund, (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 ▇▇▇▇ ▇▇▇)
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 therefore. Upon termination of this
Agreement, the Trust shall pay to CityFund such compensation as may be due as of
the date of such termination, and shall likewise reimburse CityFund for any
out-of-pocket expenses and disbursements reasonably incurred by CityFund to such
date.
C. In the event that in connection with the termination of this
Agreement a successor to any of CityFund's duties or responsibilities under this
Agreement is designated by the Trust by written notice to CityFund, CityFund
shall, promptly upon such termination and at the expense of the Trust, transfer
all records maintained by CityFund under this Agreement and shall cooperate in
the transfer of such duties and responsibilities, including provision for
assistance from CityFund's cognizant personnel in the establishment of books,
records and other data by such successor.
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33. SERVICES FOR OTHERS.
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Nothing in this Agreement shall prevent CityFund or any affiliated
person (as defined in the ▇▇▇▇ ▇▇▇) of CityFund from providing services for any
other person, firm or corporation (including other investment companies);
provided, however, that CityFund expressly represents that it will undertake no
activities which, in its judgment, will adversely affect the performance of its
obligations to the Trust under this Agreement.
34. LIMITATION OF LIABILITY.
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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.
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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.
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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 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.
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37. NOTICES.
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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 Trust: Dunhill Investment Trust
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇, #▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
To CityFund: CityFund Advisory, Inc.
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇, #▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
or to such other address as any party may designate by notice complying with the
terms of this Section 37. 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.
38. AMENDMENT.
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This Agreement may not be amended or modified except by a written
agreement executed by both parties.
39. BINDING EFFECT.
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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.
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40. COUNTERPARTS.
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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.
41. FORCE MAJEURE.
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If Dunhill 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.
42. MISCELLANEOUS.
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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.
DUNHILL INVESTMENT TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: President
CITYFUND ADVISORY, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: President
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Schedule A
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COMPENSATION
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Services FEE
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As Transfer Agent and Shareholder (Per Account)
Servicing Agent:
Regional Opportunity Fund: Payable monthly at
Ohio Indiana Kentucky rate of $17.00/year
Each Fund will be subject to a minimum charge of $2,000 per month.
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