INVESTMENT ADVISORY AGREEMENT
This Agreement, made this 29th day of August, 1991, by and between Great
Hall Investment Funds, Inc., a Minnesota corporation ("Great Hall
Investment"), on behalf of each portfolio represented by a series of shares of
common stock of Great Hall Investment that adopts this Agreement (the "Funds")
(the Funds, together with the date each Fund adopts this Agreement, are set
forth in Exhibit A hereto, which shall be updated from time to time to reflect
additions, deletions or other changes thereto), and Insight Investment
Management, Inc., a Minnesota corporation (the "Adviser"),
WITNESSETH:
1. INVESTMENT ADVISORY SERVICES.
(a) Great Hall Investment hereby engages the Adviser on behalf of the
Funds, and the Adviser hereby agrees to act, as investment adviser for, and to
manage the investment of the assets of, the Funds.
(b) The investment of the assets of each Fund shall at all times be
subject to the applicable provisions of the Articles of Incorporation, the
Bylaws, the Registration Statement, and the current Prospectus and the
Statement of Additional Information, if any, of Great Hall Investment and each
Fund and shall conform to the policies and purposes of each Fund as set forth
in such documents and as interpreted from time to time by the Board of
Directors of Great Hall Investment. Within the framework of the investment
policies of each Fund, and except as otherwise permitted by this Agreement,
the Adviser shall have the sole and exclusive responsibility for the
management of each Fund's investment portfolio and for making and executing
all investment decisions for each Fund. The Adviser shall report to the Board
of Directors regularly at such times and in such detail as the Board may from
time to time determine appropriate, in order to permit the Board to determine
the adherence of the Adviser to the investment policies of the Funds.
(c) The Adviser shall, at its own expense, furnish all office
facilities, equipment and personnel necessary to discharge its
responsibilities and duties hereunder. The Adviser shall arrange, if
requested by Great Hall Investment, for officers or employees of the Adviser
to serve without compensation from any Fund as directors, officers, or
employees of Great Hall Investment if duly elected to such positions by the
shareholders of the Funds or directors of Great Hall Investment.
(d) The Adviser hereby acknowledges that all records pertaining to each
Fund's investments are the property of Great Hall Investment, and in the event
that a transfer of investment advisory services to someone other than the
Adviser should ever occur, the Adviser will promptly, and at its own cost,
take all steps necessary to segregate such records and deliver them to Great
Hall Investment.
2. COMPENSATION FOR SERVICES.
In payment for the investment advisory and management services to be
rendered by the Adviser hereunder, each Fund shall pay to the Adviser a fee,
which fee shall be paid to the Adviser on a monthly basis not later than the
fifth business day of the month following the month in which said services
were rendered. The fee payable by each Fund shall be as set forth in Exhibit
A hereto. 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 Great Hall Investment and the Fund.
3. ALLOCATION OF EXPENSES.
(a) In addition to the fee described in Section 2 hereof, each Fund
shall pay all its costs and expenses which are not assumed by the Adviser.
These Fund expenses include, by way of example, but not by way of limitation,
taxes, interest, brokerage fees and commissions, and fees, costs and expenses
associated with the following other matters and services: registration and
qualification of Great Hall Investment, the Funds and their shares with the
Securities and Exchange Commission and the various states; services of
custodians, transfer agents, dividend disbursing agents, accounting services
agents, shareholder services agents, independent auditors and outside legal
counsel; maintenance of corporate existence; preparation, printing and
distribution of prospectuses to existing Fund shareholders; services of Great
Hall Investment directors who are not employees of the Adviser or of the
principal underwriters of the Funds' shares (the "Co-Distributors") or any of
their affiliates; directors' and shareholders' meetings, including the
printing and mailing of proxy materials; insurance premiums for fidelity and
other coverage; issuance and sale of Fund shares (to the extent not borne by
the Co-Distributors under their agreement or agreements with Great Hall
Investment); redemption of Fund shares; printing and mailing of stock
certificates representing shares of the Funds; association membership dues;
preparation, printing and mailing of shareholder reports; and portfolio
pricing services, if any.
(b) The Adviser or the Co-Distributors shall bear all advertising and
promotional expenses in connection with the distribution of each Fund's
shares, including paying for prospectuses, shareholder reports and sales
literature for new or prospective shareholders. No Fund shall use any of its
assets to finance costs incurred in connection with the distribution of its
shares except pursuant to a plan of distribution, if any, adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940.
4. FREEDOM TO DEAL WITH THIRD PARTIES.
The Adviser 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 or the duties to be assumed
hereunder.
5. EFFECTIVE DATE, DURATION, TERMINATION, AMENDMENT OF AGREEMENT.
(a) The effective date of this Agreement with respect to each Fund
shall be the date set forth on Exhibit A hereto, which date shall not precede
the date that this Agreement is approved by a vote of the holders of at least
a majority of the outstanding voting securities of such Fund.
(b) Unless sooner terminated as hereinafter provided, this Agreement
shall continue in effect with respect to each Fund for a period more than two
years from the date of its execution but only as long as such continuance is
specifically approved at least annually by (i) the Board of Directors of Great
Hall Investment or by the vote of a majority of the outstanding voting
securities of the applicable Fund, and (ii) by the vote of a majority of the
directors of Great Hall Investment who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act of 1940, as
amended) of the Adviser or of Great Hall Investment cast in person at a
meeting called for the purpose of voting on such approval.
(c) This Agreement may be terminated with respect to any Fund at any
time, without the payment of any penalty, by the Board of Directors of Great
Hall Investment or by the vote of a majority of the outstanding voting
securities of such Fund, or by the Adviser, upon 60 days' written notice to
the other party.
(d) This Agreement shall automatically terminate in the event of its
"assignment" (as defined in the Investment Company Act of 1940, as amended).
(e) No amendment to this Agreement shall be effective with respect to
any Fund until approved by the vote of: (i) a majority of the directors of
Great Hall Investment who are not parties to this Agreement or "interested
persons" (as defined in the Investment Company Act of 1940, as amended) of the
Adviser or of Great Hall Investment cast in person at a meeting called for the
purpose of voting on such approval; and (ii) a majority of the outstanding
voting securities of the applicable Fund.
(f) Wherever referred to in this Agreement, the vote or approval of the
holders of a majority of the outstanding voting securities or shares of a Fund
shall mean the lesser of (i) the vote of 67% or more of the voting securities
of such Fund present at a regular or special meeting of shareholders duly
called, if more than 50% of the Fund's outstanding voting securities are
present or represented by proxy, or (ii) the vote of more than 50% of the
outstanding voting securities of such Fund.
6. 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.
7. 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 Investment
Company Act of 1940, as amended, and the rules and regulations promulgated
thereunder. To the extent that the provisions herein contained 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.
IN WITNESS WHEREOF, Great Hall Investment and the Adviser have caused
this Agreement to be executed by their duly authorized officers as of the day
and year first above written.
GREAT HALL INVESTMENT FUNDS, INC.
By Xxxxxxx Xxx
Its Chairman
INSIGHT INVESTMENT MANAGEMENT, INC.
By Xxxxx X. Xxxxxx
Its Managing Director
EXHIBIT A
to
INVESTMENT ADVISORY AGREEMENT
ANNUAL ADVISORY FEE
FUND EFFECTIVE DATE (as % of average daily net assets)
Great Hall Prime Money November 1, 1991 .55% of average daily net assets
Market Fund up to $700 million;
(Series A) .50% of the next $500 million of
average daily net assets;
.45% of the next $800 million of
average daily net assets; and
.40% of average daily net assets
in excess of $2 billion
Great Hall U.S. November 1, 1991 .50% of average daily net assets
Government Money up to $100 million;
Market Fund (Series B) .40% of the next $200 million of
average daily net assets; and
.35% of average net assets in
excess of $300 million
Great Hall Tax-Free November 1, 1991 .50% of average daily net assets
Money Market Fund
(Series C)
Great Hall National March 17, 1992 .50% of average daily net assets*
Tax-Exempt Fund
(Series D)
Great Hall Minnesota March 17, 1992 .50% of average daily net assets**
Insured Tax-Exempt
Fund (Series E)
* Until March 31, 1994, with respect to Series D, the Adviser shall waive
its advisory fee (as calculated above) if and to the extent that the total
operating and management expenses for Series D (excluding interest, taxes,
brokerage commissions, 12b-1 fees and non-recurring or extraordinary
charges and expenses) during any fiscal year exceed .96% per annum of
Series D's average daily net assets. The first fiscal year to which this
waiver applies shall run from the commencement of Series D's operations
through July 31, 1992, the second fiscal year to which this waiver applies
shall run from August 1, 1992 through July 31, 1993 and the third and final
fiscal year to which this waiver applies shall run from August 1, 1993
through March 31, 1994.
** Until March 31, 1994, with respect to Series E, the Adviser shall waive
its advisory fee (as calculated above) if and to the extent that the total
operating and management expenses for Series E (excluding interest, taxes,
brokerage commissions, 12b-1 fees and non-recurring or extraordinary
charges and expenses) during any fiscal year exceed .92% per annum of
Series E's average daily net assets (if Series E's average daily net assets
during such fiscal year are $30 million or more), .77% per annum of Series
E's average daily net assets (if Series E's average daily net assets during
such fiscal year are at least $25 million but less than $30 million), and
.67% per annum of Series E's average daily net assets (if Series E's
average daily net assets during such fiscal year are less than $25
million). The first fiscal year to which this waiver applies shall run
from the commencement of Series E's operations through July 31, 1992, the
second fiscal year to which this waiver applies shall run from August 1,
1992 through July 31, 1993 and the third and final fiscal year to which
this waiver applies shall run from August 1, 1993 through March 31, 1994.
