EXHIBIT (e)
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
This Amended and Restated Distribution Agreement is made and entered
into as of this 1st day of December, 2002, by and between Great Hall Investment
Funds, Inc., a Minnesota corporation ("Great Hall"), on behalf of each portfolio
represented by a series of shares of common stock of Great Hall that adopts this
Agreement (individually, a "Fund" and, collectively, the "Funds") (the Funds,
together with the dates Great Hall adopts this Agreement on their behalf, are
set forth in Exhibit A hereto, which shall be updated from time to time to
reflect additions, deletions or other changes thereto), and RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇
Inc., a Delaware corporation (the "Distributor"), as principal underwriter of
the Funds' shares of common stock. This Agreement supersedes and replaces the
Distribution Agreement dated as of May 16, 2001 by and between Great Hall and
the Distributor.
WITNESSETH:
1. UNDERWRITING SERVICES.
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Each Fund hereby engages the Distributor, and the Distributor hereby
agrees to act, as a principal underwriter for the Funds in connection with the
sale and distribution of the Funds' shares of common stock to the public, either
through dealers or otherwise. The Distributor agrees to offer such shares for
sale at all times when such shares are available for sale and may lawfully be
offered for sale and sold.
2. SALE OF FUND SHARES.
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Shares of each Fund are to be sold only on the following terms:
(a) All subscriptions, offers or sales shall be subject to acceptance
or rejection by Great Hall. Any offer or sale shall be conclusively presumed to
have been accepted by Great Hall if Great Hall shall fail to notify the
Distributor of the rejection of such offer or sale prior to the computation of
the net asset value of the applicable Fund's shares next following receipt by
Great Hall of notice of such offer or sale.
(b) No share of any Fund shall be sold by the Distributor for any
consideration other than cash or for any amount less than the applicable public
offering price of such share, computed as provided in the then current
Prospectus and Statement of Additional Information of the applicable Fund.
3. REGISTRATION OF SHARES.
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Great Hall agrees to make prompt and reasonable efforts to effect and
keep in effect, at each Fund's own expenses, the registration or qualification
of each Fund's shares for sale in such jurisdictions as Great Hall may
designate.
4. INFORMATION TO BE FURNISHED BY GREAT HALL TO THE DISTRIBUTOR.
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Great Hall will furnish the Distributor with such information with
respect to the affairs and accounts of each Fund as the Distributor may from
time to time reasonably require, and further agrees that the Distributor, at all
reasonable times, shall be permitted to inspect the books and records of the
Funds.
5. ALLOCATION OF EXPENSES.
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During the period of this contract, Great Hall shall cause the Funds to
pay all expenses, costs and fees incurred by the Fund which are not assumed by
the Distributor or by the Funds' investment adviser. The Distributor shall pay
all promotional expenses in connection with the distribution of each Fund's
shares including paying for prospectuses, shareholder reports and sales
literature for new or prospective shareholders.
6. COMPENSATION TO THE DISTRIBUTOR.
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It is understood and agreed by the parties hereto that the Distributor
shall receive, in compensation for services performed by the Distributor
hereunder: (a) a sales charge, if any, from certain of the Funds as are set
forth in each applicable Fund's Prospectus and Statement of Additional
Information (as the same may be amended or supplemented from time to time) and
such other compensation as set forth on Exhibit A hereto. Payments, if any, to
the Distributor for services rendered hereunder shall be made by Great Hall
quarterly in arrears not later than the fifth business day following the end of
each calendar quarter in which said services were rendered.
7. LIMITATION OF THE DISTRIBUTOR'S AUTHORITY.
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The Distributor shall be deemed to be an independent contractor and,
except as specifically provided or authorized herein, shall have no authority to
act for or represent Great Hall or the Funds. In connection with the
Distributor's role as principal underwriter of the Funds' shares, the
Distributor shall at all times be deemed an agent of Great Hall and the Funds
and shall sell Fund shares to purchasers thereof as agent and not a principal.
8. SUBSCRIPTION FOR SHARES - REFUND FOR CANCELED ORDERS.
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In the event that an order for the purchase of shares of a Fund is
placed with the Distributor by a customer or dealer and is subsequently
canceled, the Distributor, on behalf of such customer or dealer, shall forthwith
cancel the subscription for such shares entered on the books of the applicable
Fund, and, if the Distributor has paid the applicable Fund for such shares, the
Distributor shall be entitled to receive from the applicable Fund in refund of
such payment the lesser of:
(a) the consideration received by the Fund for said shares;
(b) the net asset value of such shares at the time of cancellation
by the Distributor.
9. REPORTS TO GREAT HALL DIRECTORS.
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The Distributor shall provide the directors of Great Hall with such
information as is required by any plan of distribution adopted by Great Hall on
behalf of any Fund pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act") (said plan of distribution, a "Plan").
10. INDEMNIFICATION OF GREAT HALL AND THE FUNDS.
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The Distributor agrees to indemnify Great Hall and the Funds against
any and all litigation and other legal proceeds of any kind or nature and
against any liability, judgment, cost or penalty imposed as a result of such
litigation or proceedings in any way arising out of or in connection with the
sale or distribution of the Fund shares by the Distributor. In the event of the
threat or institution of any such litigation or legal proceedings against Great
Hall or the Funds, the Distributor shall defend such action on behalf of the
applicable Fund(s) at the Distributor's own expense, and shall pay any such
liability, judgment, cost or penalty resulting therefrom, whether imposed by
legal authority or agreed upon by way of compromise and settlement; provided,
however, the Distributor shall not be required to pay or reimburse Great Hall or
the Funds for any liability, judgment, cost or penalty incurred as a result of
information supplied by, or as the result of the omission to supply information
by, Great Hall, or to the
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Distributor by a director, officer, or employee of Great Hall who is not an
interested person of the Distributor, unless the information so supplied or
omitted was available to the Distributor or the Funds' investment adviser
without recourse to Great Hall or any such interested person of Great Hall.
11. FREEDOM TO DEAL WITH THIRD PARTIES.
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The Distributor shall be free to render services to others similar to
those rendered under this Agreement or of a different nature except as such
services may conflict with the services to be rendered or the duties to be
assumed hereunder.
12. EFFECTIVE DATE, DURATION, TERMINATION, AMENDMENT OF AGREEMENT.
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(a) The effective date of this Agreement with respect to each Fund
shall be the date set forth on Exhibit A hereto.
(b) Unless sooner terminated as hereinafter provided, this Agreement
shall continue in effect with respect to each Fund for a period of one year from
the date of its execution but only as long as such continuance is specifically
approved at least annually (at a meeting in person called for the purpose of
voting on this Agreement) by (i) the Board of Directors of Great Hall or by the
vote of a majority of the outstanding voting securities of the applicable Fund,
and (ii) by the vote of a majority of the directors of Great Hall who are not
parties to this Agreement or "interested persons", as defined in the 1940 Act,
of the Distributor or of Great Hall and, with respect to any Fund for which
Great Hall has adopted a Plan, who have no direct or indirect financial interest
in the operation of the Plan or in any agreement related to the Plan (including,
but not limited to, this Agreement).
(c) This Agreement may be terminated with respect to any Fund at any
time, without the payment of any penalty, by the vote (cast in person at a
meeting called for the purpose of voting on such approval) of a majority of the
directors of Great Hall who are not parties to this Agreement or "interested
persons", as defined in the 1940 Act, of the Distributor or of Great Hall and,
with respect to any Fund for which Great Hall has adopted a Plan, who have no
direct or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan, or by the vote of a majority of the outstanding
voting securities of such Fund, or by the Distributor, upon 60 days' written
notice to the other parties.
(d) This Agreement shall automatically terminate in the event of its
"assignment" (as defined in the 1940 Act); provided, however, that the Board of
Directors of Great Hall, including a majority of the directors of Great Hall who
are not parties to this Agreement or "interested persons", as defined in the
1940 Act, of the Distributor or of Great Hall, have authorized and approved the
assignment of this Agreement to the surviving firm of the proposed merger of the
Distributor and Interra Clearing Services Inc., an affiliate of the Distributor,
which surviving firm shall be named ▇▇▇▇ ▇▇▇▇▇▇▇▇ Incorporated. Said surviving
firm shall, immediately upon the completion and effectiveness of said merger,
succeed to the rights and obligations of the Distributor hereunder.
(e) No amendment to this Agreement shall be effective with respect to
any Fund until approved by the vote (cast in person at a meeting called for the
purpose of voting on such approval) of a majority of the directors of Great Hall
who are not parties to this Agreement or "interested persons", as defined in the
1940 Act, of the Distributor or of Great Hall and, with respect to any Fund for
which Great Hall has adopted a Plan, who have no direct or indirect financial
interest in the operation of the Plan or in any agreement related to the Plan.
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(f) Wherever referred to in this Agreement, the vote or approval of the
holders of a majority of the outstanding voting securities or shares of a Fund
shall mean the lesser of (i) the vote of 67% or more of the voting securities of
such Fund present at a regular or special meeting of shareholders duly called,
if more than 50% of the Fund's outstanding voting securities are present or
represented by proxy, or (ii) the vote of more than 50% of the outstanding
voting securities of such Fund.
13. NOTICES.
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Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate in writing for receipt of such notice.
14. INTERPRETATION; GOVERNING LAW.
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This Agreement shall be subject to and interpreted in accordance with
all applicable provisions of law including, but not limited to, the Investment
Company Act of 1940, as amended, and the rules and regulations promulgated
thereunder. To the extent that he provisions 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, Great Hall and the Distributor have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
GREAT HALL INVESTMENT FUNDS, INC. RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇ INC.
By By
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Name: ▇▇▇▇ ▇. ▇▇▇▇ Name:
Title: Chief Executive Officer Title:
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EXHIBIT A
TO
DISTRIBUTION AGREEMENT
FUND EFFECTIVE DATE COMPENSATION
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Great Hall Prime Money Market Fund
(Series A)
Investor Shares December 1, 2002 (1)
Reserve Shares December 1, 2002 (2)
Great Hall U.S. Government Money Market
Fund (Series B)
Investor Shares December 1, 2002 (1)
Great Hall Tax-Free Money Market Fund
(Series C)
Investor Shares December 1, 2002 (1)
Great Hall Institutional Prime Money December 1, 2002 (1)
Market Fund (Series F)
Great Hall Institutional Tax-Free December 1, 2002 (1)
Money Market Fund (Series G)
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(1) It is understood and agreed by the parties hereto that, with respect to the
Investor Shares of each of Great Hall Prime Money Market Fund, Great Hall U.S.
Government Money Market Fund and Great Hall Tax-Free Money Market Fund, and with
respect to all shares of Great Hall Institutional Prime Money Market Fund and
Great Hall Institutional Tax-Free Money Market Fund, sales of such shares by the
Distributor will benefit the investment adviser of each of said series (which
investment adviser is an affiliate of the Distributor), and, therefore, the
Distributor shall not receive any additional compensation for services it
performs hereunder with respect to such shares.
(2) With respect to the Reserve Shares of Great Hall Prime Money Market Fund,
Great Hall shall pay the Distributor Rule 12b-1 fees, which shall be calculated
and payable in accordance with the then applicable plan adopted by Great Hall
with respect to such shares in accordance with Rule 12b-1 under the Investment
Company Act of 1940, as amended.