DGHM INVESTMENT TRUST
ACCOUNTING SERVICES
AGREEMENT
STLD01-1358409-36 1 Accounting Services Agreement
=
ACCOUNTING SERVICES AGREEMENT
This ACCOUNTING SERVICES AGREEMENT is made as of this 1st day of October,
2008 (the "Agreement") between DGHM Investment Trust (the "Trust"), a statutory
trust duly organized and existing under the laws of the State of Delaware, and
Commonwealth Fund Accounting, Inc. ("CFA"), a corporation duly organized as a
corporation in accordance with the laws of the Commonwealth of Virginia.
WITNESSETH THAT:
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of one or more series portfolios (the "Funds"), each of which may
consist of one or more classes of shares of beneficial interest;
WHEREAS, the Trust desires to appoint CFA as its Accounting Services Agent
to maintain and keep current the books, accounts, records, journals or other
records of original entry relating to the business of the Trust as set forth in
Schedule B of this Agreement (the "Accounts and Records") and to perform certain
other functions in connection with such Accounts and Records; and
WHEREAS, CFA is willing to perform such functions upon the terms and
conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
agree as follows:
Section 1. Appointment. The Trust hereby appoints CFA as its Accounting
Services Agent on behalf of the Trust, and CFA hereby accepts such
appointment, to furnish the Funds listed on Schedule A, as such
schedule may be amended from time to time, with accounting services
as set forth in this Agreement.
Section 2. Duties. CFA shall perform or supervise the performance of others
of the services set forth in Schedule B hereto. CFA shall provide the
Trust with all necessary office space, equipment, personnel,
facilities and compensation for providing such services. CFA may, at
its expense and, upon at least 60 days' advance written notice to the
Trust, subcontract with any entity or person concerning the provision
of the services contemplated hereunder; provided, however, that CFA
shall not be relieved of any of its obligations under this Agreement
by the appointment of such subcontractor and provided further, that
(i) CFA shall be responsible, to the extent provided in Section 12
hereof, for all acts of such subcontractor as if such acts were its
own, and (ii) the subcontractor shall be held, by contract, to
standards no less onerous than those contained in this Agreement.
Except with respect to CFA's duties as set forth in this Agreement,
and except as otherwise specifically provided herein, the Trust
assumes all responsibility for ensuring that each Fund complies with
all applicable requirements of the Securities Act of 1933, the 1940
Act and any other laws, rules and regulations, or interpretations
thereof, of governmental authorities with jurisdiction over each
Fund.
Section 3. Compensation and Expenses. The Trust agrees to pay CFA
compensation for its services as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such schedule
approved by the Board of Trustees of the Trust (the "Board") and CFA.
Fees will begin to accrue for each Fund on the latter of the date of
this Agreement or the date of commencement of operations of the
applicable Fund. If fees begin to accrue in the middle of a month or
if this Agreement terminates before the end of any month, all fees
for the period from that date to the end of that month or from the
beginning of that month to the date of termination, as the case may
be, shall be prorated according to the proportion that the period
bears to the full month in which the effectiveness or termination
occurs. Upon the termination of this Agreement with respect to a
Fund, the Fund shall pay to CFA such compensation as shall be payable
prior to the effective date of termination.
In addition, the Trust shall reimburse CFA from the assets of each
Fund certain reasonable out-of-pocket expenses incurred by CFA on
behalf of each Fund individually in connection with the performance
of this Agreement. Such out-of-pocket expenses shall include, but not
be limited to: documented fees and costs of obtaining advice of Fund
counsel or accountants in connection with its services to each Fund;
postage; long distance telephone; special forms required by each
Fund; any travel which may be required in the performance of its
duties to each Fund; and any other extraordinary expenses it may
reasonably and actually incur in connection with its services to each
Fund.
All fees and reimbursements are payable in arrears on a monthly basis
and the Trust, on behalf of the applicable Fund, agrees to pay all
fees and reimbursable expenses within five (5) business days
following receipt of the respective billing notice.
Section 4. Trust Reports to CFA. The Trust shall furnish or otherwise make
available to CFA such copies of each Fund's prospectus, statement of
additional information, financial statements, proxy statements,
shareholder reports, each Fund's net asset value per share,
declaration, record and payment dates, amounts of any dividends or
income, special actions relating to each Fund's securities and other
information relating to the Trust's business and affairs as CFA may,
at any time or from time to time, reasonably require in order to
discharge its obligations under this Agreement. CFA shall maintain
such information as required by regulation and as agreed upon between
the Trust and CFA. The Trust will complete all necessary prospectus
and compliance reports, as well as monitoring the various limitations
and restrictions.
Section 5. Foreign currencies. All financial data provided to, processed by,
and reported by CFA under this Agreement shall be stated in United
States dollars or currency. CFA shall have no obligation to convert
to, equate, or deal in foreign currencies or values, and expressly
assumes no liability for any currency conversion or equation
computations relating to the affairs of the Trust.
Section 6. Maintenance of Records. CFA 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 they may be amended from time to time,
pertaining to the various functions CFA performs under this Agreement
and which are not otherwise created or maintained by another party
pursuant to contract with the Trust. All such records shall be the
property of the Trust and will be preserved, maintained and made
available in accordance with Section 31 of the 1940 Act and the rules
thereunder, and will be surrendered promptly to the Fund on and in
accordance with the Trust's request. The Trust and the Trust's
authorized representatives shall have access to CFA's records
relating to the services to be performed under this Agreement at all
times during CFA's normal business hours. Upon the reasonable request
of the Trust, copies of any such records shall be provided promptly
by CFA to the Trust or the Trust's authorized representatives.
Section 7. Reliance on Trust Instructions and Experts. CFA may rely upon the
written advice of the Trust and upon statements of the Trust's legal
counsel, accountants and other persons believed by it in good faith
to be expert in matters upon which they are consulted, and CFA shall
not be liable for any actions taken in good faith upon such
statements.
Section 8. Standard of Care. CFA shall be under no duty to take any action on
behalf of a Fund except as necessary to fulfill its duties and
obligations as specifically set forth herein or as may be
specifically agreed to by CFA in writing. CFA shall at all times act
in good faith and agrees to use its best efforts within reasonable
limits to ensure the accuracy of all services performed under this
Agreement, but assumes no responsibility for any loss arising out of
any act or omission in carrying out its duties hereunder, except a
loss resulting from CFA's, its employees' or its agents' willful
misfeasance, bad faith or gross negligence in the performance of
CFA's duties under this Agreement, or by reason of reckless disregard
of CFA's, its employees' or its agents' obligations and duties
hereunder. Notwithstanding the foregoing, the limitation on CFA's
liability shall not apply to the extent any loss or damage results
from any fraud committed by CFA or any intentionally bad or malicious
acts (that is, acts or breaches undertaken purposefully under
circumstances in which the person acting knows or has reason to
believe that such act or breach violates such person's obligations
under this Agreement or can cause danger or harm) of CFA.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) CFA shall not be liable for losses
beyond its control, provided that CFA has acted in accordance with
the standard of care set forth above; and (ii) CFA shall not be
liable for (A) the validity or invalidity or authority or lack
thereof of any oral or written instructions provided by the Fund,
notice or other instrument which conforms to the applicable
requirements of this Agreement, and which CFA reasonably believes to
be genuine; or (B) subject to Section 26, delays or errors or loss of
data occurring by reason of circumstances beyond CFA's control,
including fire, flood, catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or power
supply.
Section 9. Limitation of Liability Regarding CFA. CFA shall not be liable for
any actions taken in good faith reliance upon any authorized written
instructions or any other document reasonably believed by CFA to be
genuine and to have been executed or signed by the proper person or
persons. CFA shall not be held to have notice of any change of
authority of any officer, employee or agent of the Trust until
receipt of notification thereof by the Trust.
CFA shall not be liable for the errors of other service providers of
the Trust, including the errors of pricing services (other than to
pursue all reasonable claims against the pricing service based on the
pricing services' standard contracts entered into by CFA) and errors
in information provided by an investment adviser (including prices
and pricing formulas and the untimely transmission of trade
information), custodian or transfer agent to the Trust.
With respect to a Fund that does not value its assets in accordance
with Rule 2a-7 under the 1940 Act (a money market fund),
notwithstanding anything to the contrary in this Agreement, CFA shall
not be liable to the Trust or any shareholder of the Trust for (i)
any loss to the Trust if a NAV Difference for which CFA would
otherwise be liable under this Agreement is less than $0.01 per Fund
share or (ii) any loss to a shareholder of the Trust if the NAV
Difference for which CFA would otherwise be liable under this
Agreement is less than or equal to 0.005 (1/2 of 1%) or if the loss
in the shareholder's account with the Trust is less than or equal to
$10. Any loss for which CFA is determined to be liable hereunder
shall be reduced by the amount of gain which inures to shareholders,
whether to be collected by the Trust or not.
For purposes of this Agreement: (i) the NAV Difference shall mean the
difference between the NAV at which a shareholder purchase or
redemption should have been effected ("Recalculated NAV") and the NAV
at which the purchase or redemption is effected; (ii) NAV Differences
and any CFA or other responsible party liability therefrom are to be
calculated each time a Fund's (or class's) NAV is calculated; (iii)
in calculating any NAV Difference for which CFA would otherwise be
liable under this Agreement for a particular NAV error, Fund losses
and gains shall be netted; and (iv) in calculating any NAV Difference
for which CFA would otherwise be liable under this Agreement for a
particular NAV error that continues for a period covering more than
one NAV determination, Fund losses and gains for the fund's fiscal
year shall be netted.
Section 10. Limited Recourse. CFA hereby acknowledges that the Funds'
obligations hereunder with respect to the Shares are binding only on
the assets and property belonging to the Funds. The obligations of
the parties hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Funds
personally, but shall bind only the property of the Funds. The
execution and delivery of this agreement by such officers shall not
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
Funds' property.
Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund of the Trust are
separate and distinct from the assets and liabilities of each other
Fund and that no Fund shall be liable or shall be charged for any
debt, obligation or liability of any other Fund, whether arising
under this Agreement or otherwise.
Section 11. Indemnification by the Funds. Each Fund shall indemnify CFA and
hold it harmless from and against any and all losses, damages and
expenses, including reasonable attorneys' fees and expenses, incurred
by CFA that result from: (i) any claim, action, suit or proceeding in
connection with CFA's entry into or performance of this Agreement
with respect to such Fund; or (ii) any action taken or omission to
act committed by CFA in the performance of its obligations hereunder
with respect to such Fund; or (iii) any action of CFA upon
instructions believed in good faith by it to have been executed by a
duly authorized officer or representative of the Trust with respect
to such Fund; or (iv) any error, omission, inaccuracy or other
deficiency of any information provided to CFA by the Trust, or the
failure of the Trust to provide or make available any information
requested by CFA knowledgeably to perform its functions hereunder;
PROVIDED, that CFA shall not be entitled to such indemnification (x)
in respect of actions or omissions constituting gross negligence, bad
faith or willful misfeasance in the performance of its duties, or by
reckless disregard of such duties, on the part of CFA and (y) to the
extent that CFA has collected reimbursement or indemnification for
such losses under any liability insurance policy described in this
Agreement or otherwise.
In order that the indemnification provisions contained in Sections 11
shall apply, upon the assertion of an indemnification claim, CFA
shall promptly notify the Trust of such assertion, and shall keep the
Trust advised with respect to all developments concerning such claim.
The Trust shall have the option to participate with CFA in the
defense of such claim or to defend against said claim in its own name
or that of CFA. CFA shall in no case confess any claim or make any
compromise in any case in which the Trust may be required to
indemnify it except with the Trust's written consent, which consent
shall not be unreasonably withheld.
Section 12. Indemnification by CFA. CFA shall indemnify each Fund and hold it
harmless from and against any and all losses, damages and expenses,
including reasonable attorneys' fees and expenses, incurred by such
Fund which result from: (i) CFA's failure to comply with the terms of
this Agreement with respect to such Fund; or (ii) CFA's lack of good
faith in performing its obligations hereunder with respect to such
Fund; or (iii) gross negligence, or willful misfeasance in the
performance of its duties or reckless disregard of such duties or
such gross negligence, willful misfeasance or reckless disregard of
its employees, agents or contractors in connection herewith with
respect to such Fund.
In order that the indemnification provisions contained in 12 shall
apply, upon the assertion of an indemnification claim, the Trust
shall promptly notify CFA of such assertion, and shall keep CFA
advised with respect to all developments concerning such claim. CFA
shall have the option to participate with the Trust in the defense of
such claim or to defend against said claim in its own name or that of
the Trust. The Trust shall in no case confess any claim or make any
compromise in any case in which CFA may be required to indemnify it
except with CFA's written consent, which consent shall not be
unreasonably withheld.
Section 13. Record Retention; Confidentiality. CFA shall keep and maintain on
behalf of the Trust all books and records which the Trust and CFA
are, or may be, required to keep and maintain pursuant to any
applicable statutes, rules and regulations, including without
limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the
maintenance of books and records in connection with the services to
be provided hereunder. CFA further agrees that all such books and
records shall be the property of the Trust and to make originals or
copies of such books and records available for inspection by the
Trust or by the Securities Exchange Commission at reasonable times.
CFA agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the
Trust and its Shareholders received by CFA in connection with this
Agreement, including any non-public personal information as defined
in Regulation S-P, and that it shall not use or disclose any such
information except for the purpose of carrying out the terms of this
Agreement; PROVIDED, however, that CFA may disclose such information
as required by law or in connection with any requested disclosure to
a regulatory authority with appropriate jurisdiction after prior
notification to the Trust so that the Trust may seek an appropriate
protective order.
Upon termination of this Agreement, CFA shall return to the Trust all
copies of confidential or non-public personal information received
from the Trust hereunder, other than materials or information
required or permitted to be retained by CFA under applicable laws or
regulations. CFA hereby agrees to properly dispose of any "consumer
report information," as such term is defined in Regulation S-P. To
the extent CFA is required by applicable laws or regulations to
maintain originals or copies of any record relating to the business
of the Trust, CFA (at the expense of the Trust) shall provide the
Trust with a list of such materials, and with copies of such
materials unless required by law to refrain from providing such
copies. If CFA wishes to retain a copy of any record relating to the
business of the Trust that is not required by law or regulation to be
so maintained, it shall identify to the Trust the information to be
retained, and shall deliver to the Trust a certification that such
information will not be released or used for any purpose other than
to comply with legal process, or to establish a defense in any matter
to which the information relates.
Section 14. Holidays. Except as required by laws and regulations governing
investment companies, nothing contained in this Agreement is intended
to or shall require CFA, in any capacity hereunder, to perform any
functions or duties on any holiday or other day of special observance
on which CFA is closed. Functions or duties normally scheduled to be
performed on such days shall be performed on, and as of, the next
business day on which both the Trust and CFA are open. CFA will be
open for business on days when the Trust is open for business and/or
as otherwise set forth in each Fund's prospectus(es) and Statement(s)
of Additional Information.
Section 15. Termination. This Agreement shall remain in effect with respect
to each Fund until terminated.
This Agreement may be terminated by either party at any time, without
the payment of a penalty upon ninety (90) days' written notice to
other party. Any termination shall be effective as of the date
specified in the notice or upon such later date as may be mutually
agreed upon by the parties. Upon notice of termination of this
Agreement by either party, CFA shall promptly transfer to the
successor administrator the original or copies of all books and
records maintained by CFA under this Agreement including, in the case
of records maintained on computer systems, copies of such records in
machine-readable form, and shall cooperate with, and provide
reasonable assistance to, the successor administrator in the
establishment of the books and records necessary to carry out the
successor administrator's responsibilities. If this Agreement is
terminated by the Trust, the Trust shall be responsible for all
reasonable out-of-pocket expenses or costs associated with the
movement of records and materials to the successor administrator.
Additionally, CFA reserves the right to charge for any other
reasonable expenses associated with such termination.
Section 16. Notice. Any notice or other communication required by or
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permitted to be given in connection with this Agreement shall be in
writing, and shall be delivered in person or sent by first-class
mail, postage prepaid, to the respective parties at their last
known address, except that oral instructions may be given if
authorized by the Board and preceded by a certificate from the
Trust's Secretary so attesting. Notices to the Trust shall be
directed to 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx
00000, Attention: Mr. Xxxx Xxxxx, III, with a copy to 0000 Xxxxxxx
Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000, Attention: Mr. Xxxxxx
Xxxxxx; and notices to CFA shall be directed to: 0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Mr. Xxxx
Xxxxx, III.
Section 17. Execution in Counterparts. This Agreement may be executed in two
or more counterparts, each of which, when so executed, shall be
deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
Section 18. Assignment; Third Party Beneficiaries. This Agreement shall
extend to and shall be binding upon the parties hereto and their
respective successors and assigns; PROVIDED, however, that this
Agreement shall not be assignable by either party without the written
consent of the other party. This Agreement shall inure to the benefit
of and be binding upon the parties and their respective permitted
successors and assigns.
Section 19. Services Not Exclusive. The services of CFA to the Trust are not
deemed exclusive, and CFA shall be free to render similar services to
others, to the extent that such service does not affect CFA's ability
to perform its duties and obligations hereunder.
Section 20. Headings; Syntax. All Section headings contained in this
Agreement are for convenience of reference only, do not form a part
of this Agreement and will not affect in any way the meaning or
interpretation of this Agreement. Words used herein, regardless of
the number and gender specifically used, will be deemed and construed
to include any other number, singular or plural, and any other
gender, masculine, feminine, or neuter, as the contract requires.
Section 21. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes all prior agreements,
understandings and arrangements to the subject matter thereof.
Section 22. Consequential Damages. Neither party to this Agreement shall be
liable to the other party for consequential, incidental, special or
exemplary damages under any provision of this Agreement.
Section 23. Amendments. This Agreement may be amended from time to time by a
writing executed by the Trust and CFA. The compensation stated in
Schedule A attached hereto may be adjusted from time to time by the
execution of a new schedule signed by both of the parties.
Section 24. Waiver. Any term or provision of this Agreement may be waived at
any time by the party entitled to the benefit thereof by written
instrument executed by such party. No failure of either party hereto
to exercise any power or right granted hereunder, or to insist upon
strict compliance with any obligation hereunder, and no custom or
practice of the parties with regard to the terms of performance
hereof, will constitute a waiver of the rights of such party to
demand full and exact compliance with the terms of this Agreement.
Section 25. Severability. If any part, term or provision of this Agreement is
held to be illegal, in conflict with any law or otherwise invalid,
the remaining portion or portions shall be considered severable and
not be affected, and the rights and obligations of the parties shall
be construed and enforced as if the Agreement did not contain the
particular part, term or provision held to be illegal or invalid.
Section 26. Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
acts of war or terrorism, strikes, equipment or transmission failure
or damage reasonably beyond its control, or other causes reasonably
beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or
otherwise from such causes. CFA shall use commercially reasonable
best efforts to limit such damages. Notwithstanding the foregoing,
this provision shall not imply that CFA is excused from maintaining
reasonable business continuity plans to address potential service
outages.
Section 27. Survival. The obligations of Sections 3, 6, 7, 8, 9, 10, 11, 12,
13, 18, 21, 22, 24, 25, 26 and 28 shall survive any termination of
this Agreement.
Section 28. Governing Law. This Agreement shall be governed by and construed
to be in accordance with the laws of the State of Delaware, without
reference to choice of law principles thereof, and in accordance with
the applicable provisions of the 1940 Act. To the extent that the
applicable laws of the State of Delaware, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control.
Section 29. Representations of the Trust. The Trust represents and warrants
to CFA that: (1) as of the close of business on the effective date of
this Agreement, each Fund that is in existence as of the effective
date has authorized unlimited shares, and (2) this Agreement has been
duly authorized by the Trust and, when executed and delivered by the
Trust, will constitute a legal, valid and binding obligation of the
Trust, enforceable against the Trust in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting the rights and remedies
of creditors and secured parties.
Section 30. Representations of CFA. CFA represents and warrants to the Trust
that: (1) CFA will maintain a disaster recovery plan and procedures
including provisions for emergency use of electronic data processing
equipment, which is reasonable in light of the services to be
provided, and it will, at no additional expense to the Trust, take
reasonable steps to minimize service interruptions (CFA shall have no
liability with respect to the loss of data or service interruptions
caused by equipment failure, provided it maintains such plans and
procedures); (2) this Agreement has been duly authorized by CFA and,
when executed and delivered by CFa, will constitute a legal, valid
and binding obligation of CFA, enforceable against CFA in accordance
with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights
and remedies of creditors and secured parties; and (3) CFA has and
will continue to have access to the necessary facilities, equipment
and personnel to perform its duties and obligations under this
Agreement. CFA further represents that it will inform the Trust
immediately in the event there is a material adverse change in its
financial condition or as soon as practicable in anticipation of any
change in "control" of CFA, as that term is defined by the 1940 Act.
Section 31. Insurance. CFA shall furnish the Trust with pertinent information
concerning the liability insurance coverage that it maintains. Such
information shall include the identity of the insurance carrier(s),
coverage levels and deductible amounts. CFA shall notify the Trust
should any of its insurance coverage be canceled or reduced. Such
notification shall include the date of change and the reasons
therefor. CFA shall notify the Trust of any material claims against
it with respect to services performed under this Agreement, whether
or not they may be covered by insurance, and shall notify the Trust
at any time when a material amount of coverage is subject to other
claims as may be appropriate of the total outstanding claims made by
CFA under its insurance coverage. For purposes of the foregoing
sentence, the amount of coverage subject to other claims shall be
considered material if such claims amount to fifty percent (50%) or
more of the liability insurance coverage maintained by CFA.
Notwithstanding the foregoing, CFA shall be responsible for notifying
the Trust of any claims to the extent such other claims may otherwise
be considered material.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
DGHM INVESTMENT TRUST
By: __________________________
Xxxxxx Xxxxxx
Treasurer, Chief Compliance Officer
COMMONWEALTH FUND ACCOUNTING, INC.
By: __________________________
Xxxx Xxxxx, III
Chief Executive Officer
STLD01-1358409-36 A-1 Accounting Services Agreement
Schedule A
to the
Accounting Services Agreement
between
DGHM Investment Trust (the "Trust")
and
Commonwealth Fund Accounting, Inc. ("CFA")
Dated as of October 1, 2008
Compensation to be Paid to CFA:
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A. For accounting services, CFA shall be paid monthly at the following annual
rates:
Name of Fund Accounting Services Fee
DGHM All Cap Value Fund 5 basis points with a $15,000
annual minimum.
B. It is anticipated that the Trust's security trading activity will remain
on average less than 100 trades per month, per portfolio. Should the
Trust's security trading activity exceed an average of 100 trades per
month per portfolio, an additional fee of $2.50 per trade (for trades in
excess of 100 per month) may apply.
C. The Trust will pay CFA on a current and ongoing basis for CFA's
reasonable time and costs required for the correction of any errors or
omissions in the Accounts and Records delivered, or the information
provided, to CFA by the Trust. Any such payment shall be in addition to
the fees and charges described above, provided that approval of the
amount of such payments shall be obtained in advance by CFA from the
Trust if and when such additional charges would exceed five percent of
the usual charges payable for a period under this Agreement.
D. Fund management will monitor the expense accrual procedures for accuracy
and adequacy based on outstanding liabilities monthly, and promptly
communicate to CFA any adjustment needed.
B-2 Accounting Services Agreement
Schedule B
to the
Accounting Services Agreement
between
DGHM Investment Trust (the "Trust")
and
Commonwealth Fund Accounting, Inc. ("CFA")
Dated as of October 1, 2008
Services to be Provided by CFA:
------------------------------
1. Subject to the direction and control of the Board of Trustees of the Trust
(the "Board"), CFA shall perform all accounting services with respect to
each Fund except those that are the specific responsibility of any other
service provider hired by the Trust, all in such manner and to such extent
as may be authorized by the Board.
2. CFA shall maintain and keep current the following Accounts and Records
relating to the business of the Trust, in such form as may be mutually
agreed to between the Trust and CFA, and as may be required by the
Investment Company Act of 1940, as amended (the "1940 Act"):
(a) Cash Receipts Journal (b) Cash Disbursements Journal (c) Dividends Paid
and Payable Schedule
(d) Purchase and Sales Journals - Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledgers - Transaction Report and Tax Lot Report
(g) Broker Ledger - Commission Report
(h) Daily Expense Accruals
(i) Daily Interest Accruals
(j) Daily Trial Balance
(k) Portfolio Interest Receivable and Income Journal
(l) Listing of Portfolio Holdings showing cost, market value and percentage of
portfolio comprised of each security.
3. CFA shall perform ministerial calculations necessary to calculate the
Trust's net asset value daily, in accordance with the Trust's registration
statement and as follows:
(a) Portfolio investments for which market quotations are available to CFA by
use of an automated financial service (a "Pricing Service") shall be
valued based on the closing prices of the portfolio investment reported by
such Pricing Service, except where the Trust has given or caused to be
given specific instructions to utilize a different value.
(b) Notwithstanding any information obtained from a Pricing Service, all
portfolio securities shall be given such values as the Trust shall direct
by instructions from the Trust's Pricing Committee, including all
restricted securities and other securities requiring valuation not readily
ascertainable solely by the use of such a Pricing Service.
4. CFA will supply the Transfer Agent with daily NAV's for each portfolio by
6:00 p.m. EST.
5. It is the responsibility of CFA to be reconciled to the Custodian. CFA
will report any discrepancies to the Custodian, and shall report any
unreconciled items to the Trust.
