ADMINISTRATION 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
administrative 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;
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. TRUST ADMINISTRATION.
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Subject to the direction and control of the Trustees of the Trust, Dunhill
shall supervise the Trust's business affairs not otherwise supervised by other
agents of the Trust. To the extent not otherwise the primary responsibility of,
or provided by, other agents of the Trust, Dunhill shall supply (i) office
facilities, (ii) internal auditing and regulatory services, and (iii) executive
and administrative services. Dunhill shall coordinate the preparation of (i) tax
returns, (ii) reports to shareholders of the Trust, (iii) reports to and filings
with the SEC and state securities authorities including preliminary and
definitive proxy materials, post-effective amendments to the Trust's
registration statement, and the Trust's Form N-SAR, and (iv) necessary materials
for Board of Trustees' meetings unless prepared by other parties under agreement
with the Trust. Dunhill shall provide personnel to serve as officers of the
Trust if so elected by the Board of Trustees; provided, however, that the Trust
shall reimburse Dunhill for the reasonable out-of-pocket expenses incurred by
such personnel in attending Board of Trustees' meetings and shareholders'
meetings of the Trust.
4. 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 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.
5. 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.
6. 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 at the annual rate of .15% of such series'
average daily net assets up to $50 million; .125% of such assets from $50 to
$100 million; and .1% of such assets in excess of $100 million.
7. 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.
8. 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.
9. 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. Notwithstanding any other provision of this Agreement, 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 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.
10. 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 0000 Xxx) 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.
11. SERVICES FOR OTHERS.
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Nothing in this Agreement shall prevent Dunhill or any affiliated person
(as defined in the 0000 Xxx) of Dunhill from providing services for any other
person, firm or corporation (including other investment companies); provided,
however, that 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.
12. 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.
13. 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.
14. 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.
15. 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
000 X. Xxxx Xxxx Xxx, #000
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx
To Dunhill: Dunhill Investment Advisors, Limited
000 Xxxx Xxxx Xxxx Xxx, #000
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx
or to such other address as any party may designate by notice complying with the
terms of this Section 15. 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.
16. AMENDMENT.
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This Agreement may not be amended or modified except by a written agreement
executed by both parties.
17. 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.
18. 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.
19. 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.
20. 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:
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Its: President
DUNHILL INVESTMENT ADVISORS, LIMITED
By:
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Its: President
