DGHM INVESTMENT TRUST
DIVIDEND DISBURSING AND TRANSFER AGENT AGREEMENT
THIS DIVIDEND DISBURSING AND TRANSFER AGENT AGREEMENT ("Agreement") is hereby
made and entered into as of the 26th day of April 2007, by and between the DGHM
INVESTMENT TRUST, a Delaware statutory trust ("Trust"), and NORTH CAROLINA
SHAREHOLDER SERVICES, LLC, a North Carolina limited liability company d/b/a NC
Shareholder Services ("Transfer Agent").
WHEREAS, the Trust is an open-end management investment company of the series
type which is registered under the Investment Company Act of 1940 (the "1940
Act"); and
WHEREAS, the Transfer Agent is in the business of providing dividend disbursing,
transfer agent, and shareholder services to investment companies;
NOW THEREFORE, the Trust and the Transfer Agent do mutually promise and agree as
follows:
1. Employment. The Trust hereby employs Transfer Agent to act as dividend
disbursing and transfer agent for each series portfolio of the Trust
listed on Schedule 1 (each a "Fund"). Transfer Agent, at its own
expense, shall render the services and assume the obligations herein
set forth subject to being compensated therefore as herein provided.
2. Delivery of Documents. The Trust has furnished the Transfer Agent with
copies properly certified or authenticated of each of the following:
a) The Trust's Declaration of Trust ("Trust Instrument") and
Certificate of Trust, as filed with the State of Delaware
(such Trust Instrument, as presently in effect and as it shall
from time to time be amended);
b) The Trust's By-Laws (such By-Laws, as presently in effect and
as they shall from time to time be amended, are herein called
the "By-Laws");
c) Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Transfer Agent and approving this
Agreement; and
d) The Trust's registration statement ("Registration Statement")
as filed on Form N-1A under the 1940 Act and under the
Securities Act of 1933 as amended, (the "1933 Act"), including
all exhibits, relating to shares of beneficial interest of,
and containing the prospectus ("Prospectus") of, each Fund of
the Trust (herein called the "Shares") as filed with the
Securities and Exchange Commission and all amendments thereto.
The Trust will also furnish the Transfer Agent with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing.
3. Duties of the Transfer Agent. Subject to the policies and direction of
the Trust's board of trustees ("Board of Trustees"), the Transfer Agent
will provide day-to-day supervision for the dividend disbursing,
transfer agent, and shareholder servicing operations of the Trust's
Funds. Services to be provided shall be in accordance with the Trust's
organizational and registration documents as listed in paragraph 2
hereof and with the Prospectus of each Fund of the Trust. The Transfer
Agent further agrees that it:
a) Will conform with all applicable rules and regulations of the
Securities and Exchange Commission and will, in addition,
conduct its activities under this Agreement in accordance with
regulations of any other federal and state agency which may
now or in the future have jurisdiction over its activities;
b) Will provide, at its expense, the non-executive personnel and
data processing equipment and software necessary to perform
the Shareholder Servicing functions shown on Exhibit A hereof;
and
c) Will provide all office space and general office equipment
necessary for the dividend disbursing, transfer agent, and
shareholder servicing activities of the Trust except as may be
provided by third parties pursuant to separate agreements with
the Trust.
Notwithstanding anything contained in this Agreement to the contrary,
the Transfer Agent (including its directors, officers, employees and
agents) shall not be required to perform any of the duties of, assume
any of the obligations or expenses of, or be liable for any of the acts
or omissions of, any investment advisor of a Fund of the Trust or other
third party subject to separate agreements with the Trust. The Transfer
Agent shall not be responsible hereunder for the administration of the
code of ethics of the Trust ("Code of Ethics") which shall be under the
responsibility of the investment advisors, except insofar as the Code
of Ethics applies to the personnel of the Transfer Agent. It is the
express intent of the parties hereto that the Transfer Agent shall not
have control over or be responsible for the placement (except as
specifically directed by a shareholder of the Trust), investment or
reinvestment of the assets of any Fund of the Trust. The Transfer Agent
may from time to time, subject to the approval of the Trustees, obtain
at its own expense the services of consultants or other third parties
to perform part or all of its duties hereunder, and such parties may be
affiliates of the Transfer Agent.
4. Services Not Exclusive. The services furnished by the Transfer Agent
hereunder are not to be deemed exclusive, and the Transfer Agent shall
be free to furnish similar services to others so long as its services
under this Agreement are not impaired thereby.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Transfer Agent hereby agrees that all records
which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records
upon the Trust's request.
6. Expenses. During the term of this Agreement, the Transfer Agent will
furnish at its own expense its office space and the executive,
supervisory and clerical personnel reasonably necessary to perform of
its obligations under this Agreement. The Trust assumes and shall be
responsible for all other expenses of the Trust and/or Fund(s) not
otherwise allocated in this Agreement.
7. Compensation. For the services provided and the expenses assumed by the
Transfer Agent pursuant to this Agreement, the Trust will pay the
Transfer Agent and the Transfer Agent will accept as full compensation
the fees and expenses as set forth on Exhibit B attached hereto.
Special projects, not included herein and requested in writing by the
Trustees, shall be completed by the Transfer Agent and invoiced to the
Trust on terms mutually agreed upon.
8. Indemnification and Limitation of Liability.
a) The Transfer Agent shall not be responsible for, and the Trust
shall on behalf of the applicable Fund, indemnify and hold the
Transfer Agent harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses, and
liability arising out of or attributable to:
(1) all actions or omissions of the Transfer Agent or its
agents or subcontractors in connection with the
performance of duties under this agreement, provided
that such losses, damages, costs, charges, counsel
fees, payments, expenses, and liability are not the
result of the Transfer Agent's lack of good faith,
gross negligence, or willful misconduct.
(2) the Trust's lack of good faith, gross negligence, or
willful misconduct which arise out of the breach of
any representation or warranty of the Trust
hereunder;
(3) the reliance on or use by the Transfer Agent or its
agents or subcontractors of information, records, and
documents, or services which:
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(i) are received or relied upon by the Transfer
Agent or its agents or subcontractors and/or
furnished to it or performed by on behalf of
the Trust; and
(ii) have been prepared, maintained and/or
performed by the Trust or any other person
or firm on behalf of the Trust; provided
such actions are taken without lack of good
faith, gross negligence, or willful
misconduct;
(4) the reliance on, or the carrying out by the Transfer
Agent or its agents or subcontractors of any
instructions or requests of the Trust on behalf of
the applicable Fund; provided such actions are taken
without lack of good faith, gross negligence, or
willful misconduct; or
(5) the offer or sale of Shares in violation of any
requirement under the federal securities laws or
regulations or the securities laws or regulations of
any state that such Shares be registered in such
state or in violation of any stop order or other
determination or ruling by any federal agency or any
state with respect to the offer or sale of such
Shares in such state.
b) The Transfer Agent shall indemnify and hold the Trust harmless
from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of
or attributable to any action or failure or omission to act by
the Transfer Agent as result of the Transfer Agent's lack of
good faith, gross negligence, or willful misconduct.
c) At any time the Transfer Agent may apply to any officer of the
Trust for instructions, and may consult with legal counsel
with respect to any matter arising in connection with the
services to be performed by the Transfer Agent under this
Agreement, and the Transfer Agent and its agents or
subcontractors shall not be liable to and shall be indemnified
by the Trust on behalf of the applicable Fund for any action
taken or omitted by it in reliance upon such instructions or
upon the opinion of such counsel. The Transfer Agent shall be
protected and indemnified in acting upon any paper or document
furnished by or on behalf of the Trust, reasonably believed to
be genuine and to have been signed by the proper person or
persons, or upon any instruction, information, data, records,
or documents provided to the Transfer Agent or its agents or
subcontractors by machine readable input, telex, CRT data
entry, or other similar means authorized by the Trust, and
shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the
Trust.
d) In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God,
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.
e) Neither party to this Agreement shall be liable to the other
party for incidental, consequential, special, or indirect
damages under any provision of this Agreement or for any
incidental, consequential, special, or indirect damages
arising out of any act or failure to act hereunder.
f) In order that the indemnification provisions contained in this
Section 8 shall apply, upon the assertion of a claim for which
either party may be required to indemnify the other, the party
seeking indemnification shall promptly notify the other party
of such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the
defense of such claim. The party seeking indemnification shall
in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it
except with the other party's prior written consent. The
rights hereunder shall include the right to reasonable
advances of defense expenses in the event of any pending or
threatened litigation with respect to which indemnification
hereunder may ultimately be merited. Should the
indemnification provisions contained in this Section 8 be
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found unenforceable or that contribution is required from
Transfer Agent, then the Transfer Agent's aggregate
contribution for any and all losses, damages, costs, charges,
counsel fees, payments, expenses, and liability shall not
exceed the value of all fees earned by and expenses reimbursed
to the Transfer Agent pursuant to this Agreement.
g) The provisions contained in this Section 8 shall survive the
expiration or other termination of this Agreement, shall be
deemed to include and protect the parties hereto and their
directors, officers, employees, and agents and shall inure to
the benefit of its/their respective successors, assigns, and
personal representatives.
9. Confidentiality. The Transfer Agent agrees, on behalf of itself and its
officers, directors, agents, and employees, to treat as confidential
all records and other information relating to the Trust and its prior,
present, and future shareholders ("Confidential Information") and to
not use or disclose the Confidential Information for any purpose other
than in performance of its responsibilities and duties under the
Agreement. Notwithstanding the forgoing, the Transfer Agent may divulge
the Confidential Information (i) with the prior written consent of the
Trust; (ii) when the Transfer Agent, in good faith, believes it may be
exposed to civil or criminal contempt proceedings for failure to comply
with court orders or when requested by duly constituted governmental
authorities or the National Association of Securities Dealers (NASD)
pursuant to their respective legal authority, upon prior written notice
to the Trust, unless prohibited by the court order or governmental
authority; (iii) to the Trust's investment adviser(s), administrator,
distributor, custodian, outside legal counsel, or independent public
accountants, in the ordinary course of business, to the extent
necessary for those service providers to perform their respective
services to the Trust; (iv) to the Trust, when requested by the Trust;
or (v) when requested by a shareholder, but only with respect to
Confidential Information that specifically relates to such shareholder
and the shareholder's account. For purposes of this section, the
following records and other information shall not be considered
Confidential Information: any record or other information relating to
the Trust and its prior, present, and future shareholders (a) which is
or becomes publicly available through no negligent or unauthorized act
or omission by the Transfer Agent; (b) which is disseminated by the
Trust in a public filing with the SEC or posted on the website of the
Trust, the Fund, the Fund's investment adviser, or any of the Fund's
other service providers for general public review; (c) which is
lawfully obtained from third parties who are not under an obligation of
confidentiality to the Trust or its prior, present, and future
shareholders; or (d) previously known by the Transfer Agent prior to
the date of the Agreement.
10. 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 may be terminated by
either party hereto (without penalty) at any time by giving not less
than 60 days' prior written notice to the other party hereto. Upon
termination of this Agreement, the Trust shall pay to the Transfer
Agent such compensation as may be due as of the date of such
termination, and shall likewise reimburse the Transfer Agent for any
out-of-pocket expenses and disbursements reasonably incurred by the
Transfer Agent to such date.
11. Amendment. This Agreement may be amended by mutual written consent of
the parties. If, at any time during the existence of this Agreement,
the Trust deems it necessary or advisable in the best interests of the
Trust that any amendment of this Agreement be made in order to comply
with the recommendations or requirements of the Securities and Exchange
Commission or state regulatory agencies or other governmental
authority, or to obtain any advantage under state or federal laws, and
shall notify the Transfer Agent of the form of Amendment which it deems
necessary or advisable and the reasons therefore, and if the Transfer
Agent declines to assent to such amendment, the Trust may terminate
this Agreement forthwith.
12. Notice. Any notice that is required to be given by the parties to each
other under the terms of this Agreement shall be in writing and will be
deemed sufficient if personally delivered or sent by registered or
certified mailed, postage prepaid, address to the other party at the
principal place of business of such party. Notices shall be effective
upon delivery.
13. Construction. This Agreement shall be governed and enforced in
accordance with the laws of the State of North Carolina without regard
to the principles of the conflict of laws or the choice of laws. If any
provision of this Agreement, or portion thereof, shall be determined to
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be void or unenforceable by any court of competent jurisdiction, then
such determination shall not affect any other provision of this
Agreement, or portion thereof, all of which other provisions and
portions thereof shall remain in full force and effect. If any
provision of this Agreement, or portion thereof, is capable of two
interpretations, one of which would render the provision, or portion
thereof, void and the other of which would render the provision, or
portion thereof, valid, then the provision, or portion thereof, shall
have the meaning which renders it valid.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their duly authorized officers effective as of the date indicated above.
DGHM INVESTMENT TRUST
/s/ Xxxx X. Xxxx, Xx.
By: _________________________________
Name: Xxxx X. Xxxx, Xx.
Title: Chairman
NORTH CAROLINA SHAREHOLDER SERVICES, LLC
D/B/A NC SHAREHOLDER SERVICES
/s/ Xxxxx X. Xxxxxxx
By: _________________________________
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
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Exhibit A
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SHAREHOLDER SERVICING FUNCTIONS
(1) Process new accounts.
(2) Process purchases of Fund shares, both initial and subsequent in
accordance with conditions set forth in the Fund's prospectus.
(3) Transfer shares of capital stock to an existing account or to a new
account upon receipt of required documentation in good order.
(4) Distribute dividends and/or capital gain distributions. This includes
disbursement as cash or reinvestment and to change the disbursement
option at the request of shareholders.
(5) Process exchanges between funds (process and direct purchase/redemption
and initiate new account or process to existing account).
(6) Make miscellaneous changes to records, including, but not necessarily
limited to, address changes and changes in plans (such as systematic
withdrawal, dividend reinvestment, etc.).
(7) Prepare and mail a year-to-date confirmation and statement as each
transaction is recorded in a shareholder account as follows: original to
shareholder. Duplicate confirmations to be available on request within
current year.
(8) Handle telephone calls and correspondence in reply to shareholder
requests except those items otherwise set forth herein.
(9) Daily control and reconciliation of Fund shares.
(10) Prepare address labels or confirmations for four reports to shareholders
per year.
(11) Mail and tabulate proxies for one Meeting of Shareholders annually,
including preparation of certified shareholder list and daily report to
Fund management, if required.
(12) Prepare, with the assistance of the Trust's accountants, and mail
annual Form 1099 and 5498 to shareholders to whom dividends or
distributions are paid, with a copy for the IRS.
(13) Provide readily obtainable data which may from time to time be requested
for audit purposes.
(14) Replace lost or destroyed checks.
(15) Continuously maintain all records for active and closed accounts
according to the Investment Company Act of 1940 and regulations provided
thereunder.
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Exhibit B
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TRANSFER AGENT'S COMPENSATION SCHEDULE
For the services delineated in the DIVIDEND DISBURSING AND TRANSFER AGENT
AGREEMENT, the Transfer Agent shall be compensated monthly, according to the
following fee schedule.
Shareholder servicing fee:
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$15.00 per shareholder per year per fund
Minimum fee of $1,750 per month per fund, plus $500 per month for each
additional class of shares.
In addition, the Transfer Agent shall be entitled to reimbursement of actual
out-of-pocket expenses incurred by the Transfer Agent on behalf of the Trust or
the Fund.
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Schedule 1
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SERIES OF THE TRUST
DGHM All-Cap Value Fund
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