SERVICES AGREEMENT
This AGREEMENT is made and entered into as of this 26th day of April, 2007, by
and between DGHM INVESTMENT TRUST, a statutory trust organized under the laws of
the State of Delaware (the "Trust"), and CAPITAL INVESTMENT GROUP, INC., a North
Carolina corporation (the "Distributor").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management investment
company and is so registered under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest ("Shares") representing interests in a series of securities
and other assets, as identified in Appendix A (the "Fund");
WHEREAS, Distributor has agreed to act as distributor of the Shares of the Fund
pursuant to a Distribution Agreement between the Trust and Distributor dated
April 26, 2007 (the "Distribution Agreement");
WHEREAS, the Distributor must perform certain administrative services related to
its services as the principal underwriter of the Shares of the Fund; and
WHEREAS, the Trust wishes that the Distributor perform such administrative
services in the manner and on the terms set forth herein;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. Services. The Distributor shall perform certain recordkeeping,
communication, and other administrative services for the Fund. Such
administrative services shall include, but are not limited to, the
following: (i) maintaining records with respect to submissions to the
National Association of Securities Dealers, dealer discounts and brokerage
fees and commissions, and selling agreements; (ii) maintaining an account
with the National Securities Clearing Corporation's Fund/SERV System for
the purpose of processing account registrations, maintaining accounts, and
communicating transaction data; (iii) preparing reports, other than the
quarterly reports called for by the Distribution Agreement, for the Board
of Trustees as shall be reasonably requested from time to time; and (iv)
performing other services for the Trust as agreed to by the Distributor and
the Trust from time to time. Upon the Board of Trustees consideration of
the terms of this agreement in light of the terms of the Distribution
Agreement and the Fund's distribution plans adopted pursuant to Rule 12b-1
under the 1940 Act (the "Plans"), the Distributor and Trust agree that: (i)
the services described herein are not intended to replicate those services
provided by the Distributor under the Distribution Agreement; (ii) the
services described herein are of an administrative nature; (iii) it is not
intended that the payments made to the Distributor pursuant to the Plans
are for the administrative services described in this agreement; (iv) the
provision of the services for which the Distributor has agreed to assume
the expenses of are not covered by the Distribution Agreement; and (v) the
administrative services described in this agreement, as well as the fees
provided hereunder, are not, nor are they intended to be payment for
marketing and/or distribution services related to, or the promotion of, the
sale of Shares.
2. Fees and Expenses. The Trust will pay or cause to be paid the fee of
$5,000.00 per annum per Fund to the Distributor for services provided and
expenses assumed by the Distributor under this Agreement. Such fee shall be
paid to the Distributor in equal monthly installments.
3. Duration and Termination. This Agreement shall become effective as of
the date hereof and shall thereafter continue in effect unless terminated
as herein provided. This Agreement shall terminate upon (i) the mutual
written agreement of the parties hereto; or (ii) the termination of the
Distribution Agreement pursuant to which the Distributor acts as principal
underwriter of the Shares of the Fund.
4. Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect. If any provision
of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors.
5. Counterparts. This Agreement may be executed in one or more counterparts,
each of which will be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, parties hereto have caused this Agreement to be executed as
of the date first written above.
DGHM INVESTMENT TRUST
/s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
By:____________________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Chairman
CAPITAL INVESTMENT GROUP, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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APPENDIX A
Dated as of April 26, 2007
DGHM All-Cap Value Fund (Commenced operations: May __, 2007)
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