EXHIBIT 99(H)(3)
AMENDMENT TO FUND ACCOUNTING AGREEMENT
AMENDMENT made this 31st day of July 2003 to the Agreement, dated May
30, 2003, between each entity that has executed this Amendment, as listed on the
signature page hereto (each the "Company"), each of which has its principal
place of business at 00 Xxxxx 0xx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx
00000, and BISYS FUND SERVICES, LP. ("BISYS"), an Ohio limited partnership
having its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx
00000.
WHEREAS, the Company desires that BISYS perform fund accounting
services for the Company and each investment portfolio of the Company as now in
existence and listed on Schedule A, or as hereafter may be established from time
to time (individually referred to herein as the "Fund" and collectively as the
"Funds");
WHEREAS, BISYS is willing to perform such services on the terms and
conditions set forth in this Agreement; and
WHEREAS, BISYS and the Company wish to enter into this Amendment in
order to set forth the terms under which BISYS will perform the fund accounting
services set forth herein for the Company.
NOW, THEREFORE, in consideration of the covenants hereinafter
contained, the Company and BISYS hereby agree as follows:
1. The Company
(a) Each entity signing this Amendment shall be considered a party to
the Agreement as hereby amended as if it had signed the Agreement as of the date
hereof. The Agreement as amended hereby shall be considered a separate agreement
between BISYS and each Company, and references to the "Company", shall refer to
each Company separately. No Company shall be liable for the obligations of, nor
entitled to the benefits of, any other Company under this Agreement.
(b) Schedule A to the Agreement shall be amended by adding the entities
listed on Schedule A hereto effective as of the date hereof.
2. Compensation
Schedule B to the Agreement shall be amended by adding the fees listed
in Schedule B hereto effective as of the date hereof.
3. Representations and Warranties
Section 13(a) of the Agreement is hereby revised by replacing item (1)
with the following:
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"(1) as of the close of business on the effective date of this
Agreement, each Fund that is in existence as of the effective date has
authorized unlimited shares unless a specific number of authorized shares is set
forth next to its name on Schedule A, and...".
4. Miscellaneous
(a) Each of the Company and BISYS represents and warrants to the other
that this Amendment has been duly authorized by it and, when executed and
delivered by it, will constitute its legal, valid and binding obligation,
enforceable against it in accordance with this Amendment's terms.
(b) Capitalized terms used in this Amendment without definition have
the meanings given to those terms in the Agreement.
(c) Except as specifically modified or amended by this Amendment, the
rights and obligations of the parties are governed by the Agreement. Therefore,
unless specifically provided to the contrary herein, all provisions of the
Agreement, including its indemnification provisions, apply to this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall
be an original but all of which, taken together, shall constitute one and the
same agreement.
(e) No amendment to this Amendment shall be valid unless made in
writing and executed by both parties hereto.
(f) This Amendment shall be governed by and provisions shall be
construed in accordance with the laws of the State of New York and the
applicable provisions of the 1940 Act. To the extent that the applicable laws of
the State of New York, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
GREAT HALL INVESTMENT FUNDS, INC. BISYS FUND SERVICES, LP
By: By:
--------------------------------- ---------------------------------
Name: Name:
Title: Title:
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SCHEDULE A
COMPANIES & FUNDS ADDED TO SCHEDULE A OF THE AGREEMENT
Great Hall Family of Funds Shares Authorized
-------------------------- -----------------
-- Great Hall Investment Funds, Inc. Ten Trillion
o Series A - Great Hall Prime Money Market Fund 100 Billion
(80 Billion Undesignated as to Class (Investor Shares) and 20 Billion to Class 2
(Reserve Class))
o Series B - Great Hall U.S. Government Money Market Fund 100 Billion
(80 Billion Undesignated as to Class (Investor Shares) and 20 Billion to Class 2
(Reserve Class)
o Series C - Great Hall Tax-Free Money Market Fund 100 Billion
(80 Billion Undesignated as to Class (Investor Shares) and 20 Billion to Class 2
(Reserve Class)
o Series F - Great Hall Institutional Prime Money Market Fund 10 Billion
o Series G - Great Hall Institutional Tax-Free Money Market Fund 10 Billion
Undesignated as to Series or Class: 9,680,000,000,000 (Nine Trillion, Six
Hundred Eighty Billion)
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SCHEDULE B
FEES
Each Fund will pay BISYS fees in accordance with the following schedule:
GREAT HALL FAMILY OF FUNDS
On Incremental Assets of Basis points
------------------------ ------------
$0-8 billion 0.15
>$8 billion 0.10
Incremental assets are aggregated across the entire family of Funds to determine
the fee for each Fund.
The Fund Accounting Fees, when combined with the fees paid pursuant to the
Sub-Administration Agreement between BISYS and Xxxxx & Xxxxxx, Inc. and the
Transfer Agency Agreement, between BISYS and Great Hall Investment Funds, Inc.
are subject to an aggregate minimum for the Great Hall Family of Funds of
$45,500 times the number of Funds in the family.
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