TRANSFER, DIVIDEND DISBURSING, SHAREHOLDER SERVICE
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AND PLAN AGENCY AGREEMENT
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AGREEMENT dated as of ___________, 1998 between Dunhill Investment Trust
(the "Trust") and Dunhill Investment Advisors, Limited ("Dunhill"), an Ohio
limited liability company.
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 Dunhill 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 Dunhill agree as follows:
1. APPOINTMENT.
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The Trust hereby appoints and employs Dunhill as agent to perform those
services described in this Agreement for the Trust. Dunhill 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;
D. Certified copies of each resolution of the Board of Trustees
authorizing officers to give instructions to Dunhill;
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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 Dunhill 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 Dunhill is to act as plan agent.
3. DUNHILL TO RECORD SHARES.
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Dunhill 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. Dunhill 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. DUNHILL TO VALIDATE TRANSFERS.
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Upon receipt of a proper request for transfer and upon surrender to Dunhill
of certificates, if any, in proper form for transfer, Dunhill 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, Dunhill shall
notify the Trust in writing of each such transaction and shall make appropriate
entries on the shareholder records maintained by Dunhill.
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5. SHARE CERTIFICATES.
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If the Trust authorizes the issuance of share certificates and an investor
requests a share certificate, Dunhill 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 Dunhill with a sufficient supply of blank share
certificates and from time to time shall renew such supply upon request of
Dunhill. 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, Dunhill 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 Dunhill and the Trust, and issued
by a surety company satisfactory to Dunhill 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"), Dunhill 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,
Dunhill 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 Dunhill to establish a
shareholder account, Dunhill 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 Dunhill is notified by the Trust's Custodian that any
check or other order for the payment of money is returned unpaid for any reason,
Dunhill 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 Dunhill 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, Dunhill 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. Dunhill will also
determine the portion of each sales charge payable by the Underwriter to the
dealer of record participating
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in the sale in accordance with such schedules as are from time to time delivered
by the Underwriter to Dunhill; provided, however, Dunhill shall have no
liability hereunder arising from the incorrect selection by Dunhill 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 Dunhill fails to
select the rate specified.
10. DIVIDENDS AND DISTRIBUTIONS.
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The Trust shall furnish Dunhill with appropriate evidence of trustee action
authorizing the declaration of dividends and other distributions. Dunhill 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,
Dunhill 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 Dunhill shall disburse dividends to shareholders of
record in accordance with the Trust's then current prospectus and statement of
additional information. Dunhill 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. Dunhill 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,
Dunhill 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.
11. UNCLAIMED DIVIDENDS AND UNCLAIMED REDEMPTION PROCEEDS.
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Dunhill shall, at least annually, furnish in writing to the Trust the names
and addresses, as shown in the shareholder accounts maintained by Dunhill, of
all shareholders for which
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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. Dunhill 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. Dunhill 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 Dunhill. Upon its approval of such redemption
transactions, Dunhill, 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, Dunhill shall either: (a) prepare checks in
the appropriate amounts for approval and verification by the Trust and signature
by an authorized officer of Dunhill 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 Dunhill. If Dunhill or the Trust determines that a
request for redemption does not comply with the requirements for redemptions,
Dunhill 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, Dunhill, 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. Dunhill 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
Dunhill and the Trust consistent with the Trust's then current prospectus and
statement of additional information.
D. The authority of Dunhill 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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Dunhill 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 Dunhill 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 Dunhill 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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Dunhill 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. Dunhill 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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15. WIRE-ORDER PURCHASES.
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Dunhill 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 Dunhill or
the Underwriter, with copies to the Underwriter. Upon receipt of any check drawn
or endorsed to the Trust (or Dunhill, as agent) or otherwise identified as being
payment of an outstanding wire-order, Dunhill will stamp said check with the
date of its receipt and deposit the amount represented by such check to
Dunhill's deposit accounts maintained with the Custodian. Dunhill 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 Dunhill 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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Dunhill 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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Dunhill 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
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 Dunhill for the periods and in the places
required by Rule 31a-2 under the 1940 Act. The retention of such records
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shall be at the expense of the Trust. Dunhill 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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Dunhill 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;
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
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K. Any information required in order for Dunhill to perform the
calculations contemplated under this Agreement.
19. TAX RETURNS AND REPORTS.
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Dunhill 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, Dunhill
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, Dunhill shall arrange for the Trust's investment advisers to
have direct access to shareholder information contained in Dunhill's computer
system, including account balances, performance information and such other
information which is available to Dunhill with respect to shareholder accounts.
22. COOPERATION WITH ACCOUNTANTS.
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Dunhill 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.
23. SHAREHOLDER SERVICE AND CORRESPONDENCE.
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Dunhill will provide and maintain adequate personnel, records and equipment
to receive and answer all shareholder and
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dealer inquiries relating to account status, share purchases, redemptions and
exchanges and other investment plans available to Trust shareholders. Dunhill
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 Dunhill will notify the Trust of any correspondence or
inquiries which may require an answer from the Trust.
24. PROXIES.
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Dunhill 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 Dunhill's obligations under this Agreement, each
series of the Trust shall pay Dunhill, 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 Dunhill 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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Dunhill shall furnish, at its expense and without cost to the Trust (i) the
services of its personnel to the extent that such services are required to carry
out its obligations under this Agreement and (ii) use of data processing
equipment. All costs and expenses not expressly assumed by Dunhill 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,
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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 Dunhill for services provided under this Agreement. Postage
for mailings of dividends, proxies, reports and other mailings to all
shareholders shall be advanced to Dunhill 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 Dunhill to perform any services for the Trust
which services could cause Dunhill 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 Dunhill, 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 DUNHILL.
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The Trust shall not circulate any printed matter which contains any
reference to Dunhill without the prior written approval of Dunhill, excepting
solely such printed matter as merely identifies Dunhill as Administrative
Services Agent Transfer, Shareholder Servicing and Dividend Disbursing Agent and
Accounting Services Agent. The Trust will submit printed matter requiring
approval to Dunhill in draft form, allowing sufficient time for review by
Dunhill and its counsel prior to any deadline for printing.
30. EQUIPMENT FAILURES.
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Dunhill 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. Dunhill shall have no
liability with respect to equipment failures beyond its control.
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31. INDEMNIFICATION OF DUNHILL.
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A. Dunhill 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 Dunhill 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 Dunhill under this
Agreement or by reason of reckless disregard by any of such persons of the
obligations and duties of Dunhill under this Agreement.
B. Any person, even though also a director, officer, employee, shareholder
or agent of Dunhill, 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 Dunhill or any of its affiliates, even
though paid by one of these entities.
C. The Trust shall indemnify and hold harmless Dunhill, 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 Dunhill may
sustain or incur or which may be asserted against Dunhill by any person by
reason of, or as a result of: (i) any action taken or omitted to be taken by
Dunhill 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 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 Dunhill 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
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this subparagraph shall not apply to actions or omissions of Dunhill 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 Dunhill, (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 Dunhill such compensation as may be due as of the date of
such termination, and shall likewise reimburse Dunhill for any out-of-pocket
expenses and disbursements reasonably incurred by Dunhill to such date.
C. In the event that in connection with the termination of this Agreement a
successor to any of Dunhill's duties or responsibilities under this Agreement is
designated by the Trust by written notice to Dunhill, Dunhill shall, promptly
upon such termination and at the expense of the Trust, transfer all records
maintained by Dunhill under this Agreement and shall cooperate in the transfer
of such duties and responsibilities, including provision for assistance from
Dunhill's cognizant personnel in the establishment of books, records and other
data by such successor.
33. SERVICES FOR OTHERS.
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Nothing in this Agreement shall prevent Dunhill or any affiliated person
(as defined in the ▇▇▇▇ ▇▇▇) of Dunhill from providing services for any other
person, firm or corporation (including other investment companies); provided,
however, that
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Dunhill 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.
------------------------
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.
----------------------------
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.
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
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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 Dunhill: Dunhill Investment Advisors, Limited
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇, #▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
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.
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.
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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:
----------------------------
Its: President
DUNHILL INVESTMENT ADVISORS, LIMITED
By:
----------------------------
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 $1,000 per month.
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