EXHIBIT (h)(5)
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
FOR
RESERVE CLASS SHARES
This Amended and Restated Administrative Services Agreement, effective
as of December 1, 2002, is made by and between Great Hall Investment Funds,
Inc., a Minnesota corporation (the "Company"), on behalf of each of its series
listed on the attached Schedule A (the "Funds"), and Voyageur Asset Management
Inc., a Minnesota corporation (the "Administrator").
R E C I T A L S
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WHEREAS, the Company is registered as an open-end diversified
management investment company under the Investment Company Act of 1940 (the
"1940 Act"); and
WHEREAS, the Company has established the Funds; and
WHEREAS, the Company, on behalf of each of the Funds, and the
Administrator initially entered into an Administrative Services Agreement dated
as of June 1, 2002 to provide for administrative services for the Reserve Class
shares of certain series of the Company on the terms and conditions set forth in
this Agreement; and
WHEREAS, the Company and the Administrator desire to amend the attached
Schedule A to modify the applicable Funds; and
WHEREAS, the Company and the Administrator desire to continue to
provide for administrative services for the Reserve Class shares of each Fund
(the "Shares") on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained in
this Agreement, the parties agree that this Agreement is amended and restated in
its entirety as of the date hereof as follows:
I. APPOINTMENT AND OBLIGATIONS OF THE ADMINISTRATOR
The Administrator is appointed to provide the administrative services
described in this Agreement; PROVIDED, HOWEVER, that the Administrator shall not
be required to provide any services under this Agreement that would cause the
Administrator to be an investment adviser, broker, dealer or transfer agent
under any federal or state law or the rules of any self-regulatory organization.
II. DUTIES OF THE ADMINISTRATOR
The Administrator shall provide the following services, except to the
extent that the Company has engaged one or more other service providers to
provide such services:
A. Provide office space, equipment and facilities (which may
belong to the Administrator or its affiliates) for maintaining the Company's
organization, for meetings of the Company's Board of Directors and holders of
the Shares, and for performing administrative services under this Agreement;
B. Supervise and manage all aspects of the Company's operations,
and supervise relations with, and monitor the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys, underwriters,
brokers and dealers, insurers and other service providers;
C. Determine and arrange for the publication of the net asset
value of the Shares of each Fund;
D. Provide non-investment related statistical and research data
and such other reports, evaluations and information as the Funds may request
from time to time;
E. Provide internal clerical, accounting and compliance services,
and stationery and office supplies;
F. Prepare, amend, and update (with the advice of the Company's
counsel) the Company's Registration Statement on Form N-1A and prepare any
necessary proxy statements and all annual and semi-annual reports to holders of
the Shares;
G. Arrange for the printing and mailing (at the expense of the
Company or affected Funds) of proxy statements and other reports or materials
provided to holders of the Shares;
H. Prepare for execution and file each Fund's federal and state
tax returns and required tax filings other than those required to be made by the
Funds' custodian and transfer agent or other service providers;
I. Maintain the Company's existence, and during such times as the
Shares of the Funds are publicly offered, maintain or arrange for the
maintenance of the registration and qualification of the Shares under federal
and state law;
J. Keep and maintain the financial accounts and records of the
Company;
K. Develop and implement, if appropriate, management or
shareholder services designed to enhance the convenience of investing in Shares
of the Funds;
L. Provide the Board on a regular basis with reports and analyses
of the Funds' operations;
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M. Respond to inquiries from holders of the Shares, brokers,
dealers and registered representatives relating to the Shares or the Funds and,
where appropriate, refer any such inquiries to the Company's officers or the
Funds' transfer agent or other service providers; and
N. Provide recordkeeping services.
III. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator hereby represents and warrants to the Company that
the Administrator is duly incorporated and is in good standing under the laws of
the State of Minnesota and is fully authorized to enter into this Agreement and
carry out its terms.
B. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company, on behalf of each of its Funds, hereby represents and
warrants to the Administrator that the Company has been duly incorporated and is
in good standing under the laws of the State of Minnesota and is fully
authorized to enter into this Agreement on behalf of the Funds and carry out its
terms.
IV. CONTROL BY THE BOARD OF DIRECTORS
Any activities undertaken by the Administrator pursuant to this
Agreement on behalf of the Company shall at all times subject to the control of
the Company's Board of Directors (the "Board").
V. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Administrator
shall at all times comply with all applicable provisions of the 1940 Act; the
provisions of the Company's Registration Statement; the provisions of the
Company's Articles of Incorporation and Bylaws; and any other applicable
provisions of state or federal law.
VI. DELEGATION OF RESPONSIBILITIES
All services to be provided by the Administrator under this Agreement
may be furnished by any directors, officers or employees of the Administrator or
the Administrator may retain the services of any other entity, including
affiliates, to provide certain administrative duties under the Administrator's
supervision.
VII. COMPENSATION
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In payment for the administrative services to be rendered by the
Administrator under this Agreement, each Fund shall pay to the Administrator an
annual fee equal to 0.25% of its average daily net assets, which fee shall be
paid to the Administrator on a monthly basis not later than the fifth business
day of the month following the month in which the services were rendered. The
fee payable by each Fund shall be based on the average of the net asset values
of all of the issued and outstanding Shares of the Fund as determined as at the
close of each business day of the month pursuant to the Articles of
Incorporation, Bylaws and currently effective Prospectus and Statement of
Additional Information of the Company and the Fund.
VIII. FREEDOM TO DEAL WITH THIRD PARTIES
The Administrator shall be free to render services to others similar to
those rendered under this Agreement or of a different nature except as such
services may conflict with the services to be rendered under this Agreement.
IX. EFFECTIVE DATE, DURATION, TERMINATION, AMENDMENT OF
AGREEMENT
A. This Agreement shall continue in effect with respect to each Fund
through May 31, 2004. After that date, it shall continue for successive periods
of one year with respect to each Fund, but only as long as such continuance is
specifically approved at least annually (i) by the Board or by the vote of a
majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of
the Fund, and (ii) by the vote of a majority of the directors of the Company who
are not parties to this Agreement or "interested persons" (as defined in the
▇▇▇▇ ▇▇▇) of the Administrator or of the Company cast in person at a meeting
called for the purpose of voting on such approval.
B. This Agreement may be terminated with respect to any Fund at any
time, without the payment of any penalty, by the Board or by the vote of a
majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of
the Fund, or by the Administrator, upon 60 days' written notice to the other
party.
C. No amendment to this Agreement shall be effective with respect
to any Fund until approved in the manner set forth in Section IX.A. above.
X. STANDARD OF CARE; INDEMNIFICATION.
A. In the absence of willful misfeasance, bad faith, negligence or
reckless disregard of its duties under this Agreement on the part of the
Administrator, the Administrator shall not be subject to liability to the
Company or to any of the Funds or to any holder of the Shares for any act or
omission in the course of, or connected with, rendering services under this
Agreement.
B. The Administrator agrees to indemnify the Company and each Fund with
respect to any loss, liability, judgment, cost or penalty which the Company or
any Fund may
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directly or indirectly suffer or incur as a result of a material breach by the
Administrator of its standard of care set forth in Section X.A. above. The
Company agrees to indemnify the Administrator with respect to any loss,
liability, judgment, cost or penalty which the Administrator may directly or
indirectly suffer or incur arising in the course of, or connected with,
rendering services under this Agreement, except to the extent that such loss,
liability, judgment, cost or penalty was a result of a material breach by the
Administrator of its standard of care set forth in Section X.A. above.
XI. NOTICES
Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate in writing for receipt of such notice.
XII. INTERPRETATION; GOVERNING LAW
This Agreement shall be subject to and interpreted in accordance with
all applicable provisions of law including, but not limited to, the 1940 Act,
and the rules and regulations promulgated under the 1940 Act. To the extent that
the provisions of this Agreement conflict with any such applicable provisions of
law, the latter shall control. The laws of the State of Minnesota shall
otherwise govern the construction, validity and effect of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers as of December 1, 2002.
Great Hall Investment Funds, Inc.
By: _____________________________________
▇▇▇▇ ▇. ▇▇▇▇, Chief Executive Officer
Voyageur Asset Management Inc.
By: _____________________________________
▇▇▇▇ ▇. ▇▇▇▇, President
Schedule A
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Series of Great Hall Investment Funds, Inc.
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Great Hall Prime Money Fund (Series A)
