TRANSFER AGENCY AND SERVICE AGREEMENT
between
GREAT HALL INVESTMENT FUNDS, INC.
and
NORWEST BANK MINNESOTA, N.A.
TABLE OF CONTENTS
Page
1. Terms of Appointment; Duties of the Bank.......................1
2. Fees and Expenses..............................................2
3. Representations and Warranties of the Bank.....................2
4. Representations and Warranties of the Fund.....................2
5. Indemnification................................................3
6. Covenants of the Fund and the Bank.............................4
7. Termination of Agreement.......................................4
8. Assignment.....................................................4
9. Amendment......................................................4
10. Minnesota Law to Apply.........................................4
11. Merger of Agreement............................................4
TRANSFER AGENCY AND SERVICE AGREEMENT
This AGREEMENT made as of the 29th day of August, 1991, by and between
Great Hall Investment Funds, Inc., a Minnesota corporation, having its
principal office and place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ (the "Fund"), and Norwest Bank Minnesota, N.A., a National Banking
Association having its principal office and place of business at Sixth and
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Bank").
WHEREAS, the Fund is a mutual fund whose shares are offered in the
following three series (the "Funds"): Great Hall Prime Money Market Fund,
Great Hall U.S. Government Money Market Fund and Great Hall Tax-Free Money
Market Fund.
WHEREAS, the Fund desires to appoint the Bank as its transfer agent,
dividend disbursing agent and agent for the in connection with certain other
activities, and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Terms of Appointment; Duties of the Bank
1.1 Subject to the terms and conditions set forth in this Agreement, the Fund
hereby, employs and appoints the Bank to act as, and the Bank agrees to act as,
transfer agent for the Fund's authorized and issued shares of the three series
of common stock, $.001 par value, ("Shares"), dividend disbursing agent and
agent in connection with any accumulation, open-account or similar plans
provided to the shareholders of the Fund ("Shareholders") as set out in the
currently effective prospectus and statement of additional information
("prospectus") of the Fund, including without limitation any periodic
investment plan or periodic withdrawal program.
1.2 The Bank agrees that it will perform the following services:
(a) In accordance with the procedures established from time to time by
agreement between the Fund and the Bank, the Bank shall: (i) receive
for acceptance, orders for the purchase of Shares, and promptly
deliver payment and appropriate documentation therefore to the
Custodian of the Fund authorized pursuant to the Articles of
Incorporation of the Fund (the "Custodian"); (ii) pursuant to purchase
orders, issue the appropriate number of Shares and hold such Shares in
the appropriate Shareholder account; (iii) receive for acceptance,
redemption requests and redemption directions and deliver the
appropriate documentation therefore to the Custodian; (iv) at the
appropriate time as and when it receives monies paid to it by the
Custodian with respect to any redemption, pay over or cause to be paid
over in the appropriate manner such monies as instructed by the
redeeming Shareholders; (v) effect transfers of Shares by the
registered owners thereof upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and distributions
declared by the Fund; (vii) maintain records of account for and advise
the Fund and its Shareholders as to the foregoing; and (viii) record
the issuance of shares of the Fund and maintain pursuant to SEC Rule
17Ad-10(e) a record of the total number of shares of the Fund which
are authorized, based upon data provided to it by the Fund, and issued
and outstanding. The Bank shall also provide the Fund on a regular
basis with the total number of shares which are authorized and issued
and outstanding but shall have no obligation, when recording the
issuance of shares, to monitor the issuance of such shares, or to take
cognizance of any laws relating to the issue or sale of such shares,
which functions shall be the sole responsibility of the Fund.
(b) In addition to and not in lieu of the services set forth in the above
paragraph (a), the Bank shall: (i) perform all of the customary
services of a transfer agent, dividend disbursing agent and, as
relevant, agent in connection with accumulation, open-account or
similar plans (including without limitation any periodic investment
plan or periodic withdrawal program); including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting
lists, mailing proxies, receiving and tabulating proxies, mailing
Shareholder reports and prospectuses to current Shareholders,
withholding taxes on any non-resident alien, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms required
with respect to dividends and distributions by federal authorities for
all registered Shareholders, preparing and mailing confirmation forms
and statements of account to Shareholder for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information and; (ii)
provide a system which will enable the Fund to monitor the total
number of Shares sold in each State.
(c) In addition, the Bank shall identify to the Fund in writing those
transactions and assets to be treated as exempt from the blue sky
reporting to the Fund for each State. The responsibility of the Bank
for the Fund's blue sky State registration status is solely limited to
the initial establishment of transactions subject to blue sky
compliance by the Fund and the reporting of such transactions to the
Fund as provided above.
Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and the Bank.
2. Fees and Expenses
2.1 For performance by the Bank pursuant to this Agreement, the Fund agrees
to pay the fees to the Bank as set out in the fee schedule attached hereto.
Fees and out-of-pocket expenses and advances identified under Section 2.2 below
may be changed from time to time subject to mutual written agreement between
the Fund and the Bank.
2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees to
reimburse the Bank for out-of-pocket expenses or advances incurred by the Bank
for the items set out in the fee schedule attached hereto. In addition, any
other expenses incurred by the Bank at the request or with the consent of the
Fund will be reimbursed by the Fund.
2.3 The Fund agrees to pay all fees and reimbursable expenses promptly
following the mailing of the respective billing notice.
3. Representation and Warranties of the Bank
The bank represents and warrants to the Fund that:
3.1 It is a National Banking Association duly organized and existing and in
good standing under the laws of the United States of America.
3.2 It is duly qualified to carry on its business in the State of Minnesota.
3.3 It is empowered under applicable laws and by its charter and by-laws to
enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
4. Representations and Warranties of the Fund
The Fund represents and warrants to the Bank that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of the State of Minnesota.
4.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by said Articles of Incorporation and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.4 It is an open-end diversified management investment company registered
under the Investment Company Act of 1940.
4.5 A registration statement under the Securities Act of 1933 is currently
effective and will remain effective, and appropriate state securities law
filings have been made and will continue to be made, with respect to all Shares
of the Fund being offered for sale.
5. Indeminfication
5.1 Subject to Section 5.2 the Bank shall not be responsible for, and the
Fund shall indemnify and hold the Bank harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to:
(a) All actions of the Bank or its agent or subcontractors required to
be taken pursuant to this Agreement, provided that such actions are
taken and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's negligence or willful
misconduct.
(c) The reliance on or use by the Bank or its agents or subcontractors
of information, records and documents which (i) are received by the
Bank or its agents or subcontractors and furnished to it by or on
behalf of the Fund, and (ii) have been prepared and/or maintained by
the Fund or any other person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by the bank or its agents or
subcontractors of any instructions or requests of the Fund.
(e) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state
or in violation of any stop order or other determination or ruling by
an federal agency or any state with respect to the offer or sale of
such Shares in such state.
5.2 The Bank shall indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to any action or failure or omission
to act by the Bank as a result of the Bank's negligence or willful misconduct.
5.3 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable
and shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. The Bank,
its agents and subcontractors shall be protected and indemnified in acting upon
any paper or document furnished by or on behalf of the Fund, reasonably
believed to be genuine and to have been signed by the proper person or persons,
or upon any instruction, information, data, records or documents provided to
the Bank or its agents or subcontractors by machine readable input, telex, CRT
data entry or other similar means authorized by the Fund, and shall not be held
to have notice of any change of authority of any person, until receipt of
written notice thereof from the Fund. The Bank, its agents and subcontractors
shall also be protected and indemnified in recognizing stock certificates which
are reasonably believed to bear the proper manual or fascimile signatures of
the officers of the Fund, the proper countersignature of any former transfer
agent or registrar, or of a co-transfer agent or co-registrar.
5.4 In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to
the other for any damages resulting from such failure to perform or otherwise
from such causes.
5.5 Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any act or
failure to act hereunder.
5.6 In order that the indemnification provisions contained in this Article 5
shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such claim. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.
6. Covenants of the Fund and the Bank
6.1 The Fund shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of Directors of
the Fund authorizing the appointment of the Bank and the execution and
delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the Fund
and all amendments thereto.
6.2 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use of, and for keeping account of, such
certificates, forms and devices.
6.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, and the Rules
thereunder, the Bank agrees that all such records prepared or maintained by the
Bank relating to the services to be performed by the Bank hereunder are the
property of the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly to the
Fund on and in accordance with its request.
6.4 The Bank and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person,
except as may be required by law.
6.5 In case of any requests or demands for the inspection of the Shareholder
records of the Fund, the Bank will endeavor to notify the Fund and to secure
instructions from an authorized officer of the Fund as to such inspection. The
Bank reserves the right, however, to exhibit the Shareholder records to any
person whenever it is advised by its counsel that it may be held liable for the
failure to exhibit the Shareholder records to such person.
7. Termination of Agreement
7.1 This Agreement may be terminated by either party upon ninety (90) days
written notice to the other.
7.2 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be borne by
the Fund.
8. Assignment
8.1 Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party.
8.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
9. Amendment
This Agreement may be amended or modified by a written agreement executed
by both parties and authorized or approved by a resolution of the Board of
Directors of the Fund.
10. Minnesota Law to Apply
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of Minnesota.
11. Merger of Agreement
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject hereof
whether oral or written.
Notwithstanding anything to the contrary herein, there shall be no material
change in the method, manner or format of the service being delivered by the
Bank without 90 days prior written notice to the Fund.
IN WITNESS WHEREOF, the parties thereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
GREAT HALL INVESTMENT FUNDS, INC. NORWEST BANK MINNESOTA, N.A.
BY: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ BY: ▇▇▇▇▇ ▇▇▇▇▇▇
ATTEST: ATTEST:
BY: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ BY: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇