EXHIBIT 99(h)(5)(A)
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
This Amended and Restated Expense Limitation Agreement, effective as of
December 1, 2003, 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 ("Voyageur").
R E C I T A L S
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 Voyageur have
entered into an Administrative Services Agreement for Investor Class Shares
dated June 1, 2002 and an Amended and Restated Administrative Services Agreement
for Reserve Class Shares dated December 1, 2003 (each, an "Administrative
Services Agreement"), pursuant to which Voyageur provides administrative
services to the Funds for compensation based on the value of the average daily
net assets of the Funds; and
WHEREAS, the Company and Voyageur have determined that it is
appropriate and in the best interests of each Fund and its shareholders to
maintain the expenses of the Fund at a level below the level to which the Fund
may otherwise be subject and, therefore, initially entered into an Expense
Limitation Agreement dated as of June 1, 2002; and
WHEREAS, the Company and Voyageur desire to amend the attached Schedule
A to modify the applicable classes of shares of each Fund; and
WHEREAS, the Company and Voyageur desire to amend this Agreement to
adopt a one-year term with respect to each Fund.
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:
1. Expense Limitation.
1.1. Fund Operating Expenses; Excess Amount. To the extent that the
"Annual Fund Operating Expenses" (within the meaning of Item 3 of Form N-1A)
incurred by a Fund (or class of shares of a Fund) in any fiscal year, but
excluding brokerage and other investment-related costs, interest, taxes,
extraordinary expenses such as litigation and indemnification
and other expenses not incurred in the ordinary course of the Fund's business
("Fund Operating Expenses"), exceed the Operating Expense Limit (as defined in
Section 1.2 below), Voyageur shall be obligated to reimburse the Fund or class
for such excess amount (the "Excess Amount").
1.2. Operating Expense Limit. The Operating Expense Limit in any fiscal
year with respect to each Fund or class shall be the amount, expressed as a
percentage of the average daily net assets of the Fund or class, set forth in
Schedule A.
1.3. Method of Computation. To determine Voyageur's obligation with
respect to the Excess Amount, each day the Fund Operating Expenses for each Fund
or class shall be annualized. If the annualized Fund Operating Expenses for any
day of a Fund or class exceed the Operating Expense Limit for the Fund or class,
Voyageur shall remit to the Fund or class an amount that, together with any
offset of waived or reduced administrative services fees, is sufficient to pay
that day's Excess Amount. A Fund or class may offset amounts owed to the Fund or
class pursuant to this Agreement against the administrative services fees
payable to Voyageur.
1.4. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the administrative services fees
waived or reduced and other payments remitted by Voyageur to each Fund or class
with respect to the previous fiscal year shall equal the Excess Amount.
1.5. Fee Waiver and Expense Reimbursement Limit. Notwithstanding the
foregoing, Voyageur's fee waiver and expense reimbursement obligation to any
Fund or class pursuant to this Agreement with respect to any fiscal year shall
not exceed the administrative services fees earned by Voyageur with respect to
the Fund or class pursuant to the applicable Administrative Services Agreement
during such fiscal year.
2. Recoupment of Fee Waivers and Expense Reimbursements.
2.1. Recoupment. If on any day during which this Agreement is in
effect, the estimated annualized Fund Operating Expenses of a Fund or class for
that day are less than the Operating Expense Limit, Voyageur shall be entitled
to recoup from the Fund or class the administrative services fees waived or
reduced and other payments remitted by Voyageur to the Fund or class pursuant to
Section 1 of this Agreement (the "Recoupment Amount") during any of the previous
thirty-six (36) months, to the extent that the Fund's or class' annualized Fund
Operating Expenses plus the amount so recouped equals, for such day, the
Operating Expense Limit provided in Schedule A, provided that such amount paid
to Voyageur will in no event exceed the total Recoupment Amount and will not
include any amounts previously recouped.
2.2. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order
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that the actual Fund Operating Expenses of each Fund or class for the prior
fiscal year (including any recoupment payments with respect to such fiscal year)
do not exceed the Operating Expense Limit.
3. Term and Termination of Agreement. This Agreement shall continue in
effect with respect to each Fund until November 30, 2004. Thereafter, this
Agreement shall automatically renew for successive one-year terms with respect
to each Fund, but only so 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
0000 Xxx) 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 0000 Xxx) of Voyageur or of
the Company cast in person at a meeting called for the purpose of voting on such
approval. In addition, this Agreement shall automatically terminate with respect
to a Fund upon the termination of the applicable Administrative Services
Agreement.
4. Notice. 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.
5. 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.
6. Amendments. This Agreement may be amended only by a written agreement
signed by each of the parties.
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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, 2003.
Great Hall Investment Funds, Inc.
By:
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Xxxxxxxx Xxxxxxx, Chief Executive Officer
Voyageur Asset Management Inc.
By:
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Xxxx X. Xxxx, President
Schedule A
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FUND OR CLASS OPERATING EXPENSE LIMIT
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Great Hall Prime Money Market Fund (Series A)
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Investor Class 0.71%
Reserve Class 1.00%
Great Hall Government Money Market Fund (Series B)
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Investor Class 0.71%
Great Hall Tax-Free Money Market Fund (Series C)
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Investor Class 0.62%
