INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT made and effective as of this 13th day of January, 1997, by
and between GREAT HALL INVESTMENT FUNDS, INC., a Minnesota corporation, having
its principal place of business at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx, 00000 ("Fund"), and INVESTORS FIDUCIARY TRUST COMPANY, a state
chartered trust company organized and existing under the laws of the State of
Missouri, having its principal place of business at 000 Xxxx 00xx Xxxxxx,
Xxxxxx Xxxx, Xxxxxxxx, 00000 ("IFTC").
WHEREAS, Fund is registered as an "investment company" under the
Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, IFTC performs certain investment accounting and recordkeeping
services on a computerized accounting system (the "Portfolio Accounting
System") which is suitable for maintaining certain accounting records of the
portfolios of the Fund ("Portfolios"); and
WHEREAS, Fund desires to appoint IFTC as investment accounting and
recordkeeping agent for the Portfolios of the Fund, and IFTC is willing to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto, intending to be legally bound, mutually covenant and agree
as follows:
1. Appointment of Recordkeeping Agent. Fund hereby constitutes and appoints
IFTC as investment accounting and recordkeeping agent for the Portfolios
of the Fund to perform accounting and recordkeeping functions related to
portfolio transactions required of Fund under Section 31 of the 1940 Act,
and the rules and regulations thereunder and to calculate the net asset
value of the Portfolios.
2. Representations and Warranties of Fund. Fund hereby represents, warrants
and acknowledges to IFTC:
A. That it is a corporation or trust (as specified above) duly organized
and existing and in good standing under the laws of Minnesota, and
that it is registered under the 1940 Act;
B. That it has the requisite power and authority under applicable law,
its charter or declaration of trust and its bylaws to enter into this
Agreement; that it has taken all requisite action necessary to
appoint IFTC as investment accounting and recordkeeping agent for the
Portfolios of the Fund; that this Agreement has been duly executed
and delivered by Fund; and that this Agreement constitutes a legal,
valid and binding obligation of Fund, enforceable in accordance with
its terms; and
C. That it has determined to its satisfaction that the Portfolio
Accounting System is appropriate and suitable for its needs.
3. Representations and Warranties of IFTC. IFTC hereby represents, warrants
and acknowledges to Fund:
A. That it is a trust company duly organized and existing and in good
standing under the laws of the State of Missouri;
B. That it has the requisite power and authority under applicable law,
its charter and its bylaws to enter into and perform this Agreement;
that this Agreement has been duly executed and delivered by IFTC; and
that this Agreement constitutes a legal, valid and binding obligation
of IFTC, enforceable in accordance with its terms; and
C. That the accounts and records maintained and preserved by IFTC shall
be the property of Fund and that it will not use any information made
available to it under the terms hereof for any purpose other than
complying with its duties and responsibilities hereunder or as
specifically authorized by Fund in writing.
4. Duties and Responsibilities of Fund.
A. Fund shall turn over to IFTC all of each Portfolio's accounts and
records previously maintained, if any, as are required by IFTC to
perform its duties hereunder.
B. Fund shall provide to IFTC the information necessary to perform
IFTC's duties and responsibilities hereunder in writing or its
electronic or digital equivalent prior to the close of the New York
Stock Exchange on each day on which IFTC prices the Portfolios'
securities and foreign currency holdings.
C. Fund shall furnish IFTC with the declaration, record and payment
dates and amounts of any dividends or income and any other special
actions required concerning the securities in the Portfolios when
such information is not readily available from generally accepted
securities industry services or publications.
D. Fund shall pay to IFTC such compensation at such time as may from
time to time be agreed upon in writing by IFTC and Fund. The initial
compensation schedule is attached as Exhibit A. Fund shall also
reimburse IFTC on demand for all out-of-pocket disbursements, costs
and expenses incurred by IFTC in connection with services performed
pursuant to this Agreement.
E. Fund shall notify IFTC of any changes in statutes, rules,
regulations, requirements, or policies which may necessitate changes
in IFTC's responsibilities or procedures.
F. Fund shall provide to IFTC, as conclusive proof of any fact or matter
required to be ascertained from Fund as determined by IFTC, a
certificate signed by Fund's president or other officer of Fund, or
other authorized individual, as requested by IFTC. Fund shall also
provide to IFTC instructions with respect to any matter concerning
this Agreement reasonably requested by IFTC. IFTC may rely upon any
instruction or information by any person reasonably believed by it
to be an officer or agent of Fund, and shall not be held to have
notice of any change of authority of any such person until receipt of
written notice thereof from Fund.
G. Fund shall use reasonable care to preserve the confidentiality of the
Portfolio Accounting System and the tapes, books, reference manuals,
instructions, records, programs, documentation and information of,
and other materials relevant to, the Portfolio Accounting System and
the Business of IFTC ("Confidential Information"). Fund shall use
reasonable care to not voluntarily disclose such Confidential
Information to any other person other than its own employees who
reasonably have a need to know such information pursuant to this
Agreement. Fund shall return all such Confidential Information to
IFTC (or destroy such Confidential Information upon IFTC's request)
upon termination or expiration of this Agreement. For purposes of
this Agreement, "Confidential Information" means any information
concerning IFTC or the Portfolio Accounting System which IFTC
provides to the Fund, its agents or affiliates, or to which IFTC
grants the Fund, its agent or affiliates access, in connection with
the IFTC's provision of services under this Agreement; provided,
however, that Confidential Information shall not include any
information concerning IFTC or the Portfolio Accounting System: (i)
that is or becomes generally known or publicly available; (ii) that
was rightfully known by or available to the Fund or any of its agents
or affiliates on a nonconfidential basis prior to or after disclosure
by IFTC to the Fund or such agents or affiliates; or (iii) that is
developed by the Fund or its agents or affiliates independent of the
disclosure thereof by IFTC and is not derived from other Confidential
Information.
H. Fund has be informed that the Portfolio Accounting System is licensed
for use by IFTC from DST Systems, Inc. ("Licensor"), and Fund
acknowledges that IFTC and Licensor have proprietary rights in and to
the Portfolio Accounting System and all other IFTC or Licensor
programs, code, techniques, know-how, data bases, supporting
documentation, data formats and procedures, including without
limitation any changes or modifications made at the request or
expense or both of Fund (collectively, the "Protected Information").
Fund acknowledges that the Protected Information constitutes
confidential material and trade secrets of IFTC and Licensor. Fund
shall preserve the confidentiality of the Protected Information, and
Fund hereby acknowledges that any unauthorized use, misuse,
disclosure or taking of Protected Information, residing or existing
internal or external to a computer, computer system, or computer
network, or the knowing and unauthorized accessing or causing to be
accessed of any computer, computer system, or computer network, may
be subject to civil liabilities and criminal penalties under
applicable law. Fund shall so inform employees and agents who have
access to the Protected Information or to any computer equipment
capable of accessing the same. Licensor is intended to be and shall
be a third party beneficiary of the Fund's obligations and
undertakings contained in this paragraph.
I. If IFTC shall provide Fund direct access to the computerized
recordkeeping and reporting system used hereunder or if IFTC and Fund
shall agree to utilize any electronic system of communication, Fund
shall be fully responsible for any and all consequences of the use or
misuse of the terminal device, passwords, access instructions and
other means of access to such systems(s) which are utilized by,
assigned to or otherwise made available to the Fund. Fund agrees to
implement and enforce appropriate security policies and procedures to
prevent unauthorized or improper access to or use of such system(s).
IFTC shall be fully protected in acting hereunder upon any
instructions, communications, data or other information received by
IFTC by such means as fully and to the same effect as if delivered to
IFTC by written instrument signed by the requisite authorized
representative(s) of the Fund.
5. Duties and Responsibilities of IFTC.
A. IFTC shall calculate each Portfolio's net asset value, in accordance
with Fund's prospectus. IFTC will price the securities and foreign
currency holdings of the Portfolios for which market quotations are
available by the use of outside services designated by Fund which are
normally used and contracted with for this purpose; all other
securities and foreign currency holdings will be priced in accordance
with Fund's prospectus and other instructions.
B. IFTC shall prepare and maintain, with the direction and as
interpreted by Fund or Fund's accountants and/or other advisors, in
complete, accurate, and current form, all accounts and records needed
to be maintained as a basis for calculation of each Portfolio's net
asset value, and as further agreed upon by the parties in writing,
and shall preserve such records in the manner and for the periods
required by law or for such longer period as the parties may agree
upon in writing. Fund shall advise IFTC in writing of all applicable
record retention requirements, other than those set forth in the 1940
Act.
C. IFTC shall make available to Fund for inspection or reproduction
within a reasonable time, upon demand, all accounts and records of
Fund maintained and preserved by IFTC.
D. IFTC shall be entitled to rely conclusively on the completeness and
correctness of any and all accounts and records turned over to it by
Fund.
E. IFTC shall assist Fund's independent accountants, or upon approval of
Fund or upon demand, any regulatory body, in any requested review of
Fund's accounts and records maintained by IFTC but shall be
reimbursed by Fund for all expenses and employee time invested in any
such review outside of routine or normal periodic reviews.
F. Upon receipt from Fund of any necessary information or instructions,
IFTC shall provide information from the books and records it
maintains for Fund that Fund needs for tax returns, questionnaires,
or periodic reports to shareholders and such other reports and
information requests as Fund and IFTC shall agree upon from time to
time.
G. Additional series or portfolios of Fund may be added to this
Agreement, provided that IFTC consents to such addition. Rates or
charges for each additional series or portfolio shall be as agreed
upon by IFTC and Fund in writing.
H. IFTC shall not have any responsibility hereunder to Fund, Fund's
shareowners or any other person or entity for moneys or securities of
Fund, whether held by Fund or custodians of Fund.
6. Indemnification.
A. IFTC shall not be responsible or liable for, and Fund shall indemnify
and hold IFTC, and its directors and officers harmless from and
against, any and all costs, expenses, losses, damages, charges,
counsel fees, payments and liabilities, which may be asserted against
or incurred by them or for which they may be liable, arising out of
or attributable to:
1. IFTC's action or omission to act pursuant hereto, except for any
loss or damage arising from any negligent act or willful
misconduct of IFTC; provided however, that IFTC shall not be
liable for consequential, special, or punitive damages in any
event.
2. IFTC's payment of money as requested by Fund, or the taking of
any action which might make IFTC liable for payment of money;
provided, however, that IFTC shall not be obligated to expend
its own moneys or to take any such action except in IFTC's sole
discretion.
3. IFTC's good faith and reasonable action or omission to act
hereunder upon any instructions, advice, notice, request,
consent, certification or other instrument or paper appearing to
it to be genuine and to have been properly executed.
4. IFTC's action or omission to act in good faith reliance on the
advice or opinion of counsel for Fund or its own counsel, which
advice or opinion may be obtained by IFTC at the expense of
Fund, or on the instructions, advice and statements of Fund,
Fund's accountants and officers or other authorized individuals,
and others believed by it in good faith to be expert in matters
upon which they are consulted.
5. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the foregoing,
IFTC shall be under no duty or obligation to inquire into:
(a) The validity of the issue of any securities purchased by
or for Fund, or the legality of the purchase thereof, or
the propriety of the purchase price;
(b) The legality of the sale of any securities by or for Fund,
or the propriety of the sale price;
(c) The legality of the issue, sale or purchase of any shares
of Fund, or the sufficiency of the purchase or sale price;
or
(d) The legality of the declaration of any dividend by Fund,
or the legality of the issue of any shares of Fund in
payment of any stock dividend.
6. Any error, omission, inaccuracy or other deficiency in Fund's
accounts and records or other information provided by or on
behalf of Fund to IFTC, or the failure of Fund to provide, or
provide in a timely manner, any accounts, records, or
information needed by IFTC to perform its functions hereunder.
7. The Fund's refusal or failure to comply with the terms of this
Agreement (including without limitation the Fund's failure to
pay or reimburse IFTC under this indemnification provision), the
Fund's negligence or willful misconduct, or the failure of any
representation or warranty of the Fund hereunder to be and
remain true and correct in all respects at all times.
8. The use or misuse, whether authorized or unauthorized, of the
Portfolio Accounting System or other computerized recordkeeping
and reporting system to which IFTC provides Fund direct access
hereunder or of any other electronic system of communication
used hereunder by Fund or by any person who acquires access to
such system(s) through the terminal device, passwords, access
instructions or other means of access to such system(s) which
are utilized by, assigned to or otherwise made available to the
Fund, except to the extent attributable to any negligence or
willful misconduct by IFTC.
B. The Fund shall not be responsible or liable for, and IFTC shall
indemnify and hold the Fund and its directors and officers harmless
from and against, any and all costs, expenses, losses, damages,
charges, counsel fees, payments and liabilities, which may be
asserted against or incurred by them, or for which they may be liable
arising out of or attributable to (i) any failure of any
representation, warranty or covenant of IFTC herein to be and remain
true and correct in all respects at all times, or (ii) any failure by
IFTC to perform its obligations as set forth herein or any breach by
IFTC of this Agreement.
7. Force Majeure. IFTC shall not be responsible or liable for its failure or
delay in performance of its obligations under this Agreement arising out
of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including, without limitation: any interruption, loss
or malfunction of any utility, transportation, computer (hardware or
software) or communication service; inability to obtain labor, material,
equipment or transportation, or a delay in mails; governmental or exchange
action, statute, ordinance, rulings, regulations or direction; war,
strike, riot, emergency, civil disturbance, terrorism, vandalism,
explosions, labor disputes, freezes, floods, fires, tornados, acts of God
or public enemy, revolutions, or insurrection.
8. Procedures. IFTC and Fund may from time to time adopt procedures as they
agree upon, and IFTC may conclusively assume that any procedure approved
or directed by Fund or its accountants or other advisors does not conflict
with or violate any requirements of Fund's prospectus, charter or
declaration of trust, bylaws, any applicable law, rule or regulation, or
any order, decree or agreement by which the Fund may be bound.
9. Term and Termination. The initial term of this Agreement shall be a
period of one year commencing on the effective date hereof. This
Agreement shall continue thereafter until terminated by either party by
notice in writing received by the other party not less than ninety (90)
days prior to the date upon which such termination shall take effect.
Upon termination of this Agreement:
A. Fund shall pay to IFTC its fees and compensation due hereunder and
its reimbursable disbursements, costs and expenses paid or incurred
to such date.
B. Fund shall designate a successor (which may be Fund) by notice in
writing to IFTC on or before the termination date.
C. IFTC shall deliver to the successor, or if none has been designated,
to Fund, all records, funds and other properties of Fund deposited
with or held by IFTC hereunder. In the event that IFTC does not
receive explicit delivery instructions and payment of the expenses to
be incurred by compliance with such instructions, delivery of such
records will be made at the offices of IFTC. In the event that
neither a successor nor Fund takes delivery of all records, funds and
other properties of Fund by the termination date, IFTC's sole
obligation with respect thereto from the termination date until
delivery to a successor or Fund shall be to exercise reasonable care
to hold the same in custody in its form and condition as of the
termination date, and IFTC shall be entitled to reasonable
compensation therefor, including but not limited to all of its out-
of-pocket costs and expenses incurred in connection therewith.
10. Notices. Notices, requests, instructions and other writings addressed to
Fund at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attn: Xxx
Xxxxx, or at such address as Fund may have designated to IFTC in writing,
shall be deemed to have been properly given to Fund hereunder; and
notices, requests, instructions and other writings addressed to IFTC at
its offices at 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, XX 00000, Attn: Xxxxx
Xxxxxx, or to such other address as it may have designated to Fund in
writing, shall be deemed to have been properly given to IFTC hereunder.
11. Limitation of Portfolio Liability. Each Portfolio shall be regarded for
all purposes hereunder as a separate party apart from each other
Portfolio. Unless the context otherwise requires, with respect to every
transaction covered by this Agreement, every reference herein to the Fund
shall be deemed to relate solely to the particular Portfolio to which such
transaction relates. Under no circumstances shall the rights, obligations
or remedies with respect to a particular Portfolio constitute a right,
obligation or remedy applicable to any other Portfolio. The use of this
single document to memorialize the separate agreement of each Portfolio is
understood to be for clerical convenience only and shall not constitute
any basis for joining the Portfolios for any reason.
12. Miscellaneous.
A. This Agreement shall be construed according to, and the rights and
liabilities of the parties hereto shall be governed by, the laws of
the State of Missouri, without reference to the choice of laws
principles thereof.
B. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.
C. The representations and warranties, the indemnification extended
hereunder, and the provisions of Sections 4.G. and 4.H. are intended
to and shall continue after and survive the expiration, termination
or cancellation of this Agreement.
D. No provisions (including, but not limited to, Exhibit A) of the
Agreement may be amended or modified in any manner except by a
written agreement properly authorized and executed by each party
hereto. The parties agree that the initial compensation to be paid
by the Fund to IFTC hereunder shall remain in effect for a period of
at least one year from the effective date of this Agreement and that
any proposed increase in such compensation following such one-year
period shall be preceded by not less than 120 days written notice by
IFTC to the Fund of IFTC's intention to increase its compensation
hereunder, including the proposed amount of such increase and the
time period during which such proposed increase shall remain in
effect.
E. The failure of either party to insist upon the performance of any
terms or conditions of this Agreement or to enforce any rights
resulting from any breach of any of the terms or conditions of this
Agreement, including the payment of damages, shall not be construed
as a continuing or permanent waiver of any such terms, conditions,
rights or privileges, but the same shall continue and remain in full
force and effect as if no such forbearance or waiver had occurred.
No waiver, release or discharge of any party's rights hereunder shall
be effective unless contained in a written instrument signed by the
party sought to be charged.
F. The captions in this Agreement are included for convenience of
reference only, and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect.
G. This Agreement may be executed in two or more separate counterparts,
each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
H. If any provision of this Agreement shall be determined to be invalid
or unenforceable, the remaining provisions of this Agreement shall
not be affected thereby, and every provision of this Agreement shall
remain in full force and effect and shall remain enforceable to the
fullest extent permitted by applicable law.
I. This Agreement may not be assigned by either party without the prior
written consent of the other.
J. Neither the execution nor performance of this Agreement shall be
deemed to create a partnership or joint venture by and between Fund
and IFTC.
K. Except as specifically provided herein, this Agreement does not in
any way affect any other agreements entered into among the parties
hereto and any actions taken or omitted by any party hereunder shall
not affect any rights or obligations of any other party hereunder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective and duly authorized officers, to be effective as of the day
and year first above written.
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Xxxxx X. Xxxxxx
Title: Executive Vice President
-------------------------
GREAT HALL INVESTMENT FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
Title: Compliance Officer
-------------------------
INVESTORS FIDUCIARY TRUST COMPANY
PROPOSED FEE SCHEDULE
GREAT HALL FUNDS
I. INVESTMENT ACCOUNTING
A. Monthly Fee Per Portfolio
$3,125*
*The start-up fund will be charged $1,250 per month for the first
year of operations.
II. NOTES TO THE ABOVE FEE SCHEDULE
A. The above schedule does not include out-of-pocket expenses that would
be incurred by IFTC on the client's behalf. Examples of out-of-
pocket expenses include but are not limited to microfiche, disaster
recovery, pricing and research services, overnight mailing services,
foreign registration and script fees, etc. IFTC bills out-of-pocket
expenses separately from service fees.
B. The fees stated above are exclusive of terminal equipment required in
the client's location(s) and communication line costs.
C. Any fees or out-of-pocket expenses not paid within 30 days of the
date of the original invoice will be charged a late payment fee of 1%
per month until payment of the fees are received by IFTC.
D. The above fee schedule is applicable for selections made and
communicated within 90 days of the date of this proposal. The fees
are guaranteed for a one year period commencing on the effective date
of the service agreement between IFTC and the client. All changes to
the fee schedule will be communicated in writing at least 60 days
prior to their effective date.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxx
Xxxxx X. Xxxxxx Xxxxxx X. Xxxxx
--------------------------------- ---------------------------------
Investors Fiduciary Trust Company Great Hall Funds
January 23, 1997 January 22, 1997
--------------------------------- ---------------------------------
Date Date
