SHAREHOLDER ACCOUNT SERVICES AGREEMENT
This Agreement is made and entered into as of the 14th day of February,
1996 by and between Great Hall Investment Funds, Inc., a corporation organized
and existing under the laws of the State of Minnesota ("Great Hall"), on behalf
of each portfolio represented by a series of shares of common stock of Great
Hall 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ Incorporated ("DBI") and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Refsnes, Inc. ("RPR" and, together with DBI, the "Underwriters"), each a
corporation organized and existing under the laws of the State of Delaware.
This Agreement supersedes and takes the place of the Shareholder Account
Services Agreement dated as of May 17, 1995 between Great Hall and the
Underwriters.
W I T N E S S E T H:
WHEREAS, Great Hall is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, DBI and RPR serve as principal underwriters of each Fund's
shares of common stock; and
WHEREAS, Norwest Bank Minnesota, N.A. ("Norwest"), a national banking
association, currently serves as the transfer agent, dividend disbursing agent
and shareholder accounting services agent for each of the Funds; and
WHEREAS, each Underwriter, itself or through its affiliated clearing
firm, Regional Operations Group, Inc. ("ROG"), performs various dividend
disbursing and shareholder account services (as outlined below) for owners of
Fund shares who maintain evidence of their Fund shares with the applicable
Underwriter or ROG in a master account (a separate master account being
maintained for each Fund) in the name of the applicable Underwriter or ROG as
the record owner of the Fund shares (the "Master Accounts"), each of which is
comprised of individual accounts (the "Individual Accounts") that, in turn, are
comprised of evidence of shares of the applicable Fund acquired by brokerage
customers of the Underwriters (the "Customers"); and
WHEREAS, in consideration for the Underwriter's agreement to perform (or
cause ROG to perform) the aforementioned services, Great Hall agrees to
compensate the Underwriters and to reimburse certain costs and expenses
incurred by Underwriters in connection with the performance of said services
pursuant to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, Great Hall and the Underwriters hereby agree as follows:
1. Scope of Appointment; Services.
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(a) Subject to the conditions set forth in this Agreement, the
Underwriters hereby undertake and agree to perform (or to cause ROG to perform)
certain dividend disbursing and shareholder account services as detailed below
(collectively, the "Services") with respect to the Customers and the Individual
Accounts encompassed within the Master Accounts.
(b) The Services shall include, but not be limited to, the following:
(1) The maintenance of separate records for each Customer and
Individual Account, which records shall reflect shares purchased and
redeemed and share balances.
(2) The disbursement or crediting to Individual Accounts of
Customers of all proceeds of redemptions of Fund shares and all dividends
and other distributions not reinvested in Fund shares.
(3) The preparation and transmittal to Customers of periodic
account statements showing the total number of shares owned by each
Customer as of the statement closing date, purchases and redemptions of
Fund shares by the Customer during the period covered by the statement,
and the dividends and other distributions paid to the Customer during the
statement period (whether paid in cash or reinvested in Fund shares).
(4) The preparation and proper transmittal of all required tax
reporting to the Internal Revenue Service, state taxing authorities and
the Customers and the accounting for, reporting and submitting of
withholding taxes, as required by applicable law, on all Individual
Accounts.
(5) The transmittal to Customers of proxy materials, reports, and
other information required to be sent to shareholders under applicable
federal and state securities and other laws, and, upon request of Great
Hall, the transmittal to Customers of material communications necessary
and proper for receipt by all beneficial shareholders of the Funds.
(6) The transmittal to Great Hall and Norwest each business day
of the net purchase and redemption orders by and on behalf of the
Customers during such day.
(7) The transmittal to Great Hall or its designee of such
periodic reports or information as is necessary to enable Great Hall to
comply with state Blue Sky requirements.
(8) The performance of such additional dividend disbursing and
shareholder account services with respect to the Master Accounts, the
Individual Accounts and the Customers as Great Hall shall reasonably
request from time to time; provided, however, that this Agreement does
not and shall not contemplate the provision of any services by
the Underwriters or ROG: (A) that would necessitate that DBI, RPR or ROG
be registered as a transfer agent pursuant to the federal securities
laws; or (B) the payment for which would be required to be made under a
plan of distribution adopted by Great Hall in accordance with Rule 12b-1
under the 1940 Act.
(c) The Underwriters agree to provide (or to cause ROG to provide) the
necessary facilities, equipment and personnel to perform its duties and
obligations hereunder in accordance with industry practice.
2. Records; Miscellaneous Covenants.
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(a) The Underwriters represent and covenant that (1) during the term of
this Agreement, they will comply (or cause ROG to comply) with all laws, rules
and regulations applicable to its provision of the Services hereunder and (2)
they have, and during the term of this Agreement will continue to have, full
corporate power and authority necessary to enter into and to perform the terms
of this Agreement.
(b) The Underwriters will maintain (or cause ROG to maintain) customary
records in connection with the provision of Services hereunder. Upon the
request of Great Hall, the Underwriters shall provide (or cause ROG to provide)
to Great Hall or its agents or representatives copies of such records as may be
necessary to enable Great Hall or its agents or representatives to monitor and
review the Services, or to comply with any request of a governmental body or
self-regulatory organization or a Fund shareholder. The Underwriters and ROG
agree that they will permit Great Hall or its representatives to have
reasonable access to their personnel and records in order to facilitate the
monitoring of the performance and quality of the Services.
3. Notice of Non-Performance.
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The Underwriters hereby agrees to promptly notify Great Hall if for any
reason they or ROG are unable to perform fully and promptly any of the
Underwriters obligations under this Agreement.
4. No Limit on Other Actions by Great Hall.
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In no way shall the provisions of the Agreement limit the authority of
Great Hall to take such action as it may deem appropriate or advisable in
connection with all matters relating to the operations of Great Hall and the
sale of Fund shares.
5. Compensation.
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In consideration of the performance of the Services by ROG hereunder,
Great Hall agrees to cause each Fund to pay the Underwriters a fee (and to
reimburse the Underwriters for certain out-of-pocket expenses) in such amount,
at such time and in such manner as is set forth with respect to each Fund in
Exhibit A hereto.
6. Indemnification.
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(a) Great Hall agrees to indemnify the Underwriters and ROG and to hold
the Underwriters and ROG harmless from and against any loss by or liability to
any Fund or a third party (including reasonable legal fees and other reasonable
out-of-pocket costs of defending against any related claim or suit), in
connection with any claim or suit assessing any such liability arising out of
or attributable to actions taken by the Underwriters or ROG pursuant to this
Agreement, unless the Underwriters or ROG acted negligently or in bad faith.
(b) The Underwriters will hold harmless and indemnify Great Hall and
each Fund from and against any loss or suit (including reasonable legal fees
and other reasonable out-of-pocket costs of defending any related claim or
suit) arising out of the Underwriters' or ROG's negligent or bad faith failure
to comply with the terms of this Agreement or breach of any representation,
warranty or covenant contained herein.
7. Effective Date; Termination.
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This Agreement shall be effective as of the date first above written.
This Agreement may be terminated without penalty at any time by the
Underwriters or by Great Hall upon 30 days' written notice to the other party.
8. Interpretation; Governing Law.
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This Agreement shall be subject to and interpreted in accordance with all
applicable provisions of law, including, without limitation, the 1940 Act and
the rules and regulations promulgated thereunder. To the extent that the
provision 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, the parties hereto have executed and delivered this
Agreement as of the date first above written.
GREAT HALL INVESTMENT FUNDS,
INC.
By ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
▇▇▇▇ ▇▇▇▇▇▇▇▇ INCORPORATED ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ REFSNES, INC.
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President Title: Executive Vice President
Adopted and consented to as of the 14th day of February, 1996 by:
REGIONAL OPERATIONS GROUP, INC.
By ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President
Chief Financial Officer
EXHIBIT A
to
SHAREHOLDER ACCOUNT SERVICES AGREEMENT
FUND EFFECTIVE DATE MONTHLY FEE
---- -------------- -----------
Great Hall Prime Money February 14, 1996 1/12 of $12.00 per year
Market Fund (Series A) per customer
Great Hall U.S. Government February 14, 1996 1/12 of $12.00 per year
Money Market Fund (Series B) per customer
Great Hall Tax-Free Money February 14, 1996 1/12 of $12.00 per year
Market Fund (Series C) per customer
The monthly fee shall be paid within ten business days following the end
of the month covered by such payment. The Funds shall also reimburse the
Underwriters for reasonable postage and statement printing expenses incurred by
the Underwriters.
