Services Agreement
This Agreement is made by and between Bankers Finance Investment
Management Corp., a Virginia corporation having its principal
place of business in Arlington, Virginia ("BFIMC"), and GIT Tax-
Free Trust, a Massachusetts business trust created pursuant to a
Declaration of Trust filed with the Clerk of the City of Boston,
Massachusetts (the "Trust").
The parties hereto, intending so to be legally bound, agree with
each other as follows:
1. Provision of Services. BFIMC hereby undertakes to provide the
Trust with such operational support services as it may require in
the conduct of its business, to extent which BFIMC (or any other
person), acting as the Trust's investment adviser, has not
undertaken to provide such services. Such services may include
the functions of shareholder servicing agent and transfer agent,
bookkeeping and portfolio accounting services, the handling of
telephone inquires, cash withdrawals and other customer service
functions (including processing and monitoring wire transfers),
and providing to the Trust appropriate supplies, equipment and
ancillary services necessary to the conduct of its affairs. Such
services may also include providing or arranging for and making
reimbursable expenditures with respect to any activities intended
to be financed by the Trust pursuant to its Plan of Distribution.
The Trust hereby engages BFIMC to provide with such services.
2. Scope of Authority. BFIMC shall be at all times, in the
performance of its functions hereunder, subject to any direction
and control of the Trustees of the Trust and of its officers, and
to the terms of its Declaration of Trust and By-Laws, except only
that it shall have no obligation to provide to the Trust any
services that are clearly outside the scope of those contemplated
in this Agreement. In the performance of its duties hereunder,
BFIMC shall be authorized to take such action not inconsistent
with the express provisions hereof as it deems advisable. It may
contract with other persons to provide to the Trust any of the
services contemplated herein under such terms as it deems
reasonable and shall have the authority to direct the activities
of such other persons in the manner it deems appropriate.
3. Other Activities of BFIMC. BFIMC and any of its affiliates
shall be free to engage in any other lawful activity, including
the rendering to others services similar to those to be rendered
to the Trust hereunder; and BFIMC or any interested person
thereof shall be free to invest in the Trust as a shareholder, to
become an officer or Trustee thereof if properly elected, or to
enter into any other relationship with the Trust approved by the
Trustee and in accordance with law.
BFIMC agrees that it will not deal with the Trust in any
transaction in which BFIMC acts as a principal, except to the
extent as may be permitted by the terms of this Agreement.
4. Compensation to BFIMC. BFIMC shall have no responsibility
hereunder to bear at its own expense any costs or expenses of the
Trust. The Trust shall reimburse to BFIMC monthly all of BFIMC's
costs involved in the provision of services to the Trust
hereunder, as the term "cost" is more fully described herein.
The "cost" of services provided to the Trust hereunder shall be
deemed to include both the relevant direct expenditures by BFIMC
(including the cost of goods and services obtained from others)
and the related overhead costs, such as depreciation, interest,
employee supervision, rent and like cost. Where only a portion
of a specific expenditure by BFIMC is related to services
provided to the Trust hereunder, then BFIMC may allocate such
amount between the Trust and the other activities of BFIMC on a
reasonable basis, which may involve the use of assumptions and
approximations not subject to precise verification without undue
cost, provided that a majority of the Trustees, including a
majority of the Trustees who are not interested persons of the
Trust approve the basis upon which such allocations are made.
BFIMC may, in its discretion, defer billing to and payment by the
Trust of any costs which are reimbursable to it hereunder, and no
such deferment shall affect the right of BFIMC to receive
reimbursement from the Trust when the cost are billed.
5. Relationship to Investment Adviser. It is understood by the
parties hereto that concurrently with the execution of this
Agreement, the
Trust has entered into an Investment Advisory Agreement with Bankers
Finance Investment Management Corp. in its separate capacity as the
investment adviser to the Trust (the "Adviser") pursuant to which the
Adviser will provide management services to the Trust and
administer its affairs. BFIMC has entered into this Agreement to
perform certain services at its cost in consideration of the
Trust's employment of it as the Adviser as aforesaid. If at any
time the Adviser ceases to act as investment adviser to the Trust
under terms substantially those of the Investment Advisory
Agreement or if at any time the Adviser ceases to be a subsidiary
owned at least 50% (in terms of voting rights) under common
control with BFIMC, then this Agreement shall immediately
terminate as of a date 30 days from the date of such event,
unless within such 30-day period BFIMC gives written notice to
the Trust that it waives such termination. The Trust
specifically acknowledges and accepts the relationship between
separate capacities of BFIMC hereunder and as the Adviser.
6. Limitation of BFIMC's Liability. BFIMC shall not be liable
for any loss incurred in connection with any of its services
hereunder, nor for any action taken, suffered or omitted and
believed by it to be advisable or within the scope of its
authority of discretion, except for acts or omissions involving
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties assumed by it under this Agreement.
7. Force Majeure. It is specifically agreed by the parties that
if BFIMC is delayed in the performance of any of the services to be
performed by it hereunder or prevented entirely or in part from performing
such services due to causes or events beyond its control, then such delay
or non-performance may either be excused and the reasonable time for
performance thereby extended as necessary, or if such delay or
non-performance continues for 30 days then the Trust may cancel this
Agreement immediately thereafter or at any time prior to the
cessation of delay or resumption of performance by BFIMC; but
BFIMC shall not otherwise be liable for and the Trust shall
otherwise hold it harmless from any such delay or non-
performance. "Causes or events beyond control" shall include,
without limitation, the following: Acts of God; interruption of
power or other utility, transportation or communications
services; malfunction of computer equipment; acts of civil or
military authority; sabotage national emergencies, war,
explosion, flood, accident, earthquake, fire, or other
catastrophe; strike or other labor problem; shortage of suitable
parts, material, labor or transportation; or present or future
law, governmental order, rule, regulations or official policy.
8. Limitation of Trust's Liability. BFIMC acknowledges that it
has received notice of and accepts the limitations upon the
Trust's liability set forth in its Declaration of Trust. BFIMC
agrees that the Trust's obligations hereunder in any case shall
be limited to the Trust and to its assets and that BFIMC shall
not seek satisfaction of any such obligation from the
shareholders of the Trust nor from any Trustee, officer, employee
or agent of the Trust.
9. Term of Agreement. This Agreement shall continue in effect
for two years from the date of its execution; and it shall continue in
force thereafter (but subject to the termination provisions below),
provided that it is specifically approved at least annually by the
Trustees of the Trust or a majority vote of the outstanding securities
of each series and class of the Trust's shares with respect to which it is
to continue in effect, and in either case by either case by the vote of
a majority of the
Trustees who are not interested persons of the Trust, cast in
person at a meeting called for that purpose.
10. Termination by Notice. Notwithstanding any provision of this
Agreement, it may be terminated at any time without penalty, by
the Trustees of the Trust or, with respect to any series or class
of the Trust's shares, by the vote of the majority of the
outstanding voting securities of such series or class, or by
BFIMC, upon thirty days written notice to the other party.
11. Termination upon Assignment. This Agreement may not be
assigned by BFIMC and shall automatically terminate upon any such
assignment; except that BFIMC may assign or transfer its interest
herein to a wholly-owned subsidiary of BFIMC, or to another
entity operated substantially under common control with BFIMC,
provided BFIMC represents to the Trust that substantial
continuity of management, personnel and services previously
available to the Trust will be maintained following such
assignment or transfer and that the Trustees of the Trust
(including a majority of the Trustees who are not interested
persons of the Trust) accept such representation. Nothing herein
shall limit the right of BFIMC to obtain goods and services from
other persons as described in Section 2 above.
12. Use of Term. The terms "affiliated person," "interested
persons," "assignment," and "majority of the outstanding voting
securities," as used herein, shall have the same meanings as in
the Investment Company Act of 1940 and any applicable regulations
thereunder.
In Witness Whereof, the parties have caused this Agreement to be
signed in their behalf by their respective officers duly
authorized and their respective seals to affixed hereto, this
14th day of September, 1982
Bankers Finance Investment Management Corp.
(seal)
by (signature) Xxxxx Xxxxxxxxx, President
Attest: (signature) Xxxxxx X. Xxxx, Secretary
Seal
GIT Tax-Free Trust
(seal)
by (signature) Xxxxx Xxxxxxxxx Trustee
by (signature) Xxxxxx X. Xxxxxx Trustee
by (signature) Xxxxxx X. Xxxxxx Trustee
by (signature) Xxxxxxx X. Goth Trustee
by (signature) Xxxxxx X. Xxxxxx Trustee
Attest: (signature) Xxxxxx X. Xxxxxx, Secretary
GIT Tax-Free Trust
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
September 23, 1982
Mr. A. Xxxxx Xxxxxxxxx
President
Bankers Finance Corporation
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxxxxx:
This letter is written to clarify a point with respect to
the Services Agreement ("the Agreement") dated September 14, 1992
between GIT Tax-Free Trust ("the Trust") and Bankers Finance
Investment Management Corp. ("BFIMC") under which BFIMC provides
the Trust certain recordkeeping services. Rule 31a-3 of the
Investment Company Act of 1940 states that any person serving in
the capacity outlined in the Services Agreement for a registered
investment company must agree that the records it maintains are
the property of the Trust and will be surrendered promptly on
request. Accordingly, we ask that you sign and return the
enclosed copy of this letter, thereby acknowledging that the
records BFIMC maintains on behalf of the Trust are the sole
property of the Trust and will be surrendered promptly to the
Trust upon its request.
Sincerely,
(signature)
Xxxxxx X. Xxxxxx
Executive Vice President
Acknowledged and Accepted:
Bankers Finance Investment Management Corporation
By: (signature) Xxxxx X. Xxxxxxxxx
Date: 9/23/82
