CUSTODIAN CONTRACT
between
GREAT HALL INVESTMENT FUNDS, INC.
and
NORWEST BANK MINNESOTA, N.A.
TABLE OF CONTENTS
Page
1. Employment of Custodian and Property to be Held by It.................1
2. Duties of the Custodian with Respect to Property of the
Fund Held by the Custodian............................................1
2.1 Holding Securities..............................................1
2.2 Delivery of Securities..........................................1
2.3 Registration of Securities......................................3
2.4 Bank Accounts...................................................3
2.5 Payments for Shares.............................................3
2.6 Availability of Federal Funds...................................3
2.7 Collection of Income............................................3
2.8 Payment of Fund Monies..........................................4
2.9 Liability for Payment in Advance of Receipt
of Securities Purchased.........................................4
2.10 Payments for Repurchases or Redemptions of
Shares of the Fund..............................................4
2.11 Appointment of Agents...........................................4
2.12 Deposit of Fund Assets in Securities System.....................5
2.13 Segregated Account..............................................5
2.14 Ownership Certificates for Tax Purposes.........................6
2.15 Proxies.........................................................6
2.16 Communications Relating to Fund Portfolio Securities............6
2.17 Proper Instructions.............................................6
2.18 Actions Permitted Without Express Authority.....................6
2.19 Evidence of Authority...........................................7
2.20 Class Actions...................................................7
3. Duties of Custodian With Respect to the Books of
Account and Calculation of Net Asset Value and Net Income.............7
4. Records...............................................................7
5. Opinion of Fund's Independent Accountants.............................7
6. Reports to Fund by Independent Public Accountants.....................7
7. Compensation of Custodian.............................................8
8. Responsibility of Custodian...........................................8
9. Effective Period, Termination and Amendment...........................8
10. Successor Custodian...................................................9
11. Interpretive and Additional Provisions................................9
12. Minnesota Law to Apply................................................9
13. Prior Contracts.......................................................9
CUSTODIAN CONTRACT
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 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx (the "Company"), and Norwest Bank Minnesota, N.A., a National
Banking Association having its principal office and place of business at Sixth
and Xxxxxxxxx, Xxxxxxxxx, XX 00000 (the "Custodian").
WHEREAS, the Company is a mutual fund whose shares are currently offered
in the following three series (which, together with each future series of the
Company that adopts this contract are hereafter referred to individually as a
"Fund" and collectively as 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 Company desires to appoint the Bank as the custodian for
each Fund, and the Bank desires to accept such appointment;
WITNESSETH, that in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Company hereby employs the Custodian as the custodian of the assets
of each Fund. The Company agrees to deliver to the Custodian all securities
and cash owned by each Fund, and all payments of income, payments of principal
or capital distributions received by the Fund with respect to all securities
owned by the Fund from time to time, and the cash consideration received by
the Fund for such new or treasury shares of capital stock ("Shares") of the
Fund as may be issued or sold from time to time. The Custodian shall not be
responsible for any property of a Fund held or received by the Fund and not
delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Section
2.17), the Custodian shall from time to time employ one or more sub-
custodians, but only in accordance with an applicable vote by the Board of
Directors of the Company, and provided that the appointment by the Custodian
of any sub-custodians shall not relieve the Custodian of its responsibilities
or liabilities hereunder.
2. Duties of the Custodian with Respect to Property of the Fund held by the
Custodian
2.1 Holding Securities
The Custodian shall hold and physically segregate for the account of
each of the Funds all non-cash property, including all securities owned by the
Funds, other than (a) securities which are maintained pursuant to Section 2.12
in a clearing agency which acts as a securities depository or in a Federal
Reserve Bank, as Custodian may select, and to permit such deposited Assets to
be registered in the name of Custodian or Custodian's agent or nominee on the
records of such Federal reserve Bank or such registered clearing agency or the
nominee of either, and to employ and use securities depositories, clearing
agencies, clearance systems, sub-custodians or agents located outside the
United States in connection with transactions involving foreign securities,
collectively referred to herein as a "Securities System".
2.2 Delivery of Securities
The Custodian shall release and deliver securities owned by the Company
for the account of a Fund held by the Custodian or in a Securities System
account of the Custodian only upon receipt of Proper Instructions, which may
be continuing instructions when deemed appropriate by the parties, and only in
the following cases:
1) Upon sale of such securities for the account of a Fund and receipt
of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Company on
behalf of a Fund;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.12 hereof;
4) To the depository agent in connection with tender or other similar
offers for portfolio securities of a Fund;
5) To the issuer thereof, or its agent, when such securities are
called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be
delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of
the Company for the account of a Fund or into the name of any
nominee or nominees of the Custodian or into the name or nominee
name of any agent appointed pursuant to Section 2.11 or into the
name or nominee name of any sub-custodian appointed pursuant to
Article 1; or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate face
amount or number of units; provided that, in any such case, the new
securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account of a Fund, to the
broker or its clearing agent, against a receipt, for examination in
accordance with "street delivery" custom; provided that in any such
case, the Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from the
Custodian's own negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan or merger,
consolidation, recapitalization, reorganization or readjustment of
the securities of the issuer of such securities, or pursuant to
provisions for conversion contained in such securities, or pursuant
to any deposit agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts of temporary
securities for definitive securities; provided that, in any such
case, the new securities and cash, if any, are to be delivered to
the Custodian;
10) For delivery in connection with any loans of securities made by the
Company on behalf of a Fund, but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian and the
Company, which may be in the form of cash or obligations issued by
the United States government, its agencies or instrumentalities,
except that in connection with any loans for which collateral is to
be credited to the Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury, the Custodian
will not be held liable or responsible for the delivery of
securities owned by a Fund prior to the receipt of such collateral;
11) For delivery as security in connection with any borrowings by the
Company on behalf of a Fund requiring a pledge of assets by the
Company on behalf of such Fund, but only against receipt of amounts
borrowed;
12) For delivery in accordance with the provisions of any agreement
among the Company on behalf of a Fund, the Custodian and a broker-
dealer registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and a member of the National Association of
Securities Dealers, Inc. ("NASD"), relating to the compliance with
the rules of The Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection
with transactions by the Company;
13) For delivery in accordance with the provisions of any agreement
among the Company on behalf of a Fund, the Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures
Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by the Company on behalf of a Fund;
14) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the applicable Fund, for delivery to such Transfer Agent
or to the holders of shares in connection with distributions in
kind, as may be described from time to time in the Fund's currently
effective prospectus and statement of additional information
("prospectus"), in satisfaction of requests by holders of Shares for
repurchase or redemptions; and
15) For any other proper corporate purpose, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution of
the Board of Directors or of the Executive Committee signed by an
officer of the Company and certified by the Secretary or an
Assistant Secretary, specifying the securities to be delivered,
setting forth the purpose for which such delivery is to be made,
declaring such purpose to be a proper corporate purpose, and naming
the person or persons to whom delivery of such securities shall be
made.
2.3 Registration of Securities
Securities held by the Custodian (other than bearer securities) shall be
registered in the name of the Company for the account of the applicable
Fund(s) or in the name of any nominee of the Company or of any nominee of the
Custodian which nominee shall be assigned exclusively to the Company's, unless
the Company has authorized in writing the appointment of a nominee to be used
in common with other registered investment companies having the same
investment adviser as the Fund(s), or in the name of nominee name of any agent
appointed pursuant to Section 2.11 or in the name or nominee name of any sub-
custodian appointed pursuant to Article 1. All securities accepted by the
Custodian on behalf of the Company under the terms of this Contract shall be
in "street name" or other good delivery form.
2.4 Bank Accounts
The Custodian shall open and maintain a separate bank account or
accounts in the name of each Fund, subject only to draft or order by the
Custodian acting pursuant to the terms of this Contract, and shall hold in
such account or accounts, subject to the provisions hereof, all cash received
by it from or for the account of each applicable Fund, other than cash
maintained by the applicable Fund in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company Act of 1940. Cash
held by the Custodian for each Fund may be deposited by it to its credit as
Custodian in the Banking Department of the Custodian or in such other banks or
trust companies as it may in its discretion deem necessary or desirable;
provided, however, that every such bank or trust company shall be qualified to
act as a custodian under the Investment Company Act of 1940 and that each such
bank or trust company and the cash to be deposited with each such bank or
trust company shall be approved by vote of a majority of the Board of
Directors of the Company. Such cash shall be deposited by the Custodian in
its capacity as Custodian and shall be withdrawable by the Custodian only in
that capacity.
2.5 Payments for Shares
The Custodian shall receive from the distributor for each Fund Shares or
from the Transfer Agent of each Fund and deposit into the Fund account such
payments as are received for Shares of the Fund issued or sold from time to
time by the Fund. The Custodian will provide timely notification to the Fund
and the Transfer Agent of any receipt by it of payments for Shares of the
Funds.
2.6 Availability of Federal Funds
Upon mutual agreement between the Company and the Custodian, the
Custodian shall, upon the receipt of Proper Instructions, make federal funds
available to the Funds as of specified times agreed upon from time to time by
the Company and the Custodian in the amount of checks received in payment for
Shares of the Funds which are deposited into the Funds' accounts.
2.7 Collection of Income
The Custodian shall collect on a timely basis all income and other
payments with respect to registered securities held hereunder to which each
Fund shall be entitled either by law or pursuant to custom in the securities
business, and shall collect on a timely basis all income and other payments
with respect to bearer securities if, on the date of payment by the issuer,
such securities are held by the Custodian or its agent thereof and shall
credit such income, as collected, to the applicable Fund's custodian account.
Without limiting the generality of the foregoing, the Custodian shall detach
and present for payment all coupons and other income items requiring
presentation as and when they become due and shall collect interest when due
on securities held hereunder. Income due each Fund on securities loaned
pursuant to the provisions of Section 2.2 (10) shall be the responsibility of
the Company. The Custodian will have no duty or responsibility in connection
therewith, other than to provide the Company with such information or data as
may be necessary to assist the Company in arranging for the timely delivery to
the Custodian of the income to which each Fund is properly entitled.
2.8 Payment of Company Monies
Upon receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, the Custodian shall pay
out monies of each Fund in the following cases only:
1) Upon the purchase of securities, options, futures contracts or
options on futures contracts for the account of each Fund but only
(a) against the delivery of such securities or evidence of title to
such options, futures contracts or options on futures contracts, to
the Custodian (or any bank, banking firm or trust company doing
business in the United States or abroad which is qualified under the
Investment Company Act of 1940 to act as a custodian and has been
designated by the Custodian as its agent for this purpose)
registered in the name of the Company for the account of a Fund or
in the name of a nominee of the Custodian referred to in Section 2.3
hereof or in proper form for transfer; (b) in the case of a purchase
effected through a Securities System, in accordance with the
conditions set forth in Section 2.12 hereof or (c) in the case of
the repurchase agreements entered into between the Company and the
Custodian, or another bank, or a broker-dealer which is a member of
NASD, (I) against delivery of the securities either in certificate
form or through an entry crediting the Custodian's account at the
Federal Reserve Bank with such securities or (ii) against delivery
of the receipt evidencing purchase by the Company for the account of
a Fund of securities owned by the Custodian along with written
evidence of the agreement by the Custodian to repurchase such
securities from a Fund;
2) In connection with conversion, exchange or surrender of securities
owned by the Fund as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued by a Fund as set
forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred by a Fund,
including but not limited to the following payments for the account
of the Fund: interest, taxes, management, accounting, transfer
agent and legal fees, and operating expenses of the Fund whether or
not such expenses are to be in whole or part capitalized or treated
as deferred expenses;
5) For the payment of any dividends declared pursuant to the governing
documents of the Company and the applicable Fund;
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper purpose, but only upon receipt of, in addition
to Proper Instructions, a certified copy of a resolution of the
Board of Directors or of the Executive Committee of the Company
signed by an officer of the Company and certified by its Secretary
or an Assistant Secretary, specifying the amount of such payment,
setting forth the purpose for which such payment is to be made,
declaring such purpose to be a proper purpose, and naming the person
or persons to whom such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of Securities Purchased
In any and every case where payment for purchase of securities for the
account of a Fund is made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions from the
Company to so pay in advance, the Custodian shall be absolutely liable to the
Company (for the account of the Fund) for such securities to the same extent
as if the securities had been received by the Custodian.
2.10 Payments for Repurchases or Redemptions of Shares of a Fund
From such funds as may be available for the purpose but subject to the
limitations of the Articles of Incorporation or Bylaws and any applicable
votes of the Board of Directors of the Company, the Custodian shall, upon
receipt of instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer Agent a
request for redemption or repurchase of their Shares. In connection with the
redemption or repurchase of Shares of a Fund, the Custodian is authorized upon
receipt of instructions from the Transfer agent to wire funds to or through a
commercial bank designated by the redeeming shareholders. In connection with
the redemption or repurchase of Shares of a Fund, the Custodian shall honor
checks drawn on the Custodian by a holder of Shares, which checks have been
furnished by the Company to the holder of Shares, when presented to the
Custodian in accordance with such procedures and controls as are mutually
agreed upon from time to time between the Company and the Custodian.
2.11 Appointment of Agents
The Custodian may at any time or times in its discretion appoint (and
may at any time remove) any other bank or trust company which is itself
qualified under the Investment Company Act of 1940 to act as a custodian,
as its agent to carry out such of the provisions of this Article 2 as the
Custodian may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of its
responsibilities or liabilities hereunder.
2.12 Deposit of Fund Assets in Securities Systems
The Custodian may deposit and/or maintain securities owned by any Fund
in a clearing agency registered with the Securities and Exchange commission
under Section 17A of the Exchange Act, which acts as a securities depository,
or in a Federal Reserve Bank, as Custodian may select, and to permit such
deposited Assets to be registered in the name of Custodian or Custodian's
agent or nominee on the records of such Federal reserve Bank or such
registered clearing agency or the nominee of either, and to employ and use
securities depositories, clearing agencies, clearance systems, sub-custodians
or agents located outside the United States in connection with transactions
involving foreign securities, collectively referred to herein as "Securities
System" in accordance with applicable Federal Reserve Board and Securities and
Exchange Commission rules and regulations, if any, and subject to the
following provisions:
1) The Custodian may keep securities of a Fund in a Securities System
provided that such securities are represented in an account
("Account") of the Custodian in the Securities System which shall
not include any assets of the Custodian other than assets held as a
fiduciary, custodian or otherwise for customers;
2) The records of the Custodian with respect to securities of a Fund
which are maintained in a Securities System shall identify by book-
entry those securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for the account of
a Fund upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such
payment and transfer for the account of the Fund. The Custodian
shall transfer securities sold for the account of a Fund upon (I)
receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (ii) the making
of an entry on the records of the Custodian to reflect such transfer
and payment for the account of the Fund. Copies of all advises from
the Securities System of transfers of securities for the account of
a Fund shall identify the Fund, be maintained for the Fund by the
Custodian and be provided to the Company at its request. Upon
request, the Custodian shall furnish the Company confirmation of
each transfer to or from the account of a Fund in the form of a
written advice or notice and shall furnish to the Company copies of
daily transaction sheets reflecting each day's transactions in the
Securities System for the account of each Fund.
4) The Custodian shall provide the Company with any report obtained by
the Custodian on the Securities System's accounting system, internal
accounting control and procedures for safeguarding securities
deposited in the Securities System;
5) The Custodian shall have received the initial or annual certificate,
as the case may be, required by Article 9 hereof;
6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Company (for the account of each
Fund) for any loss or damage to the applicable Fund(s) resulting
from use of the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its agents or
of any of its or their employees or from failure of the Custodian or
any such agent to enforce effectively such rights as it may have
against the Securities System; at the election of the Company, it
shall be entitled to be subrogated to the rights of the Custodian
with respect to any claim against the Securities System or any other
person which the Custodian may have as a consequence of any such
loss or damage if and to the extent that the applicable Funds have
not been made whole for any such loss or damage.
2.13 Segregated Account
The Custodian shall upon receipt of Proper Instructions establish and
maintain a segregated account or accounts for and on behalf of each Fund, into
which account or accounts may be transferred cash and/or securities, including
securities maintained in an account by the Custodian pursuant to Section 2.12
hereof, (i) in accordance with the provisions of any agreement among the
Company, the Custodian and a broker-dealer registered under the Exchange Act
and a member of NASD (or any futures commission merchant registered under the
Commodity Exchange Act), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national securities exchange (or
the Commodity Futures Trading Commission or any registered contract market),
or of any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Company for the account of
any Fund, (ii) for the purpose of segregating cash or government securities in
connection with options purchased, sold or written by the Company for the
account of any Fund or commodity futures contracts or options thereon
purchased or sold by the Company for the account of any Fund, (iii) for the
purpose of compliance by the Company with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or
releases of the Securities and Exchange Commission relating to the maintenance
of segregated accounts by registered investment companies and (iv) for other
proper corporate purposes, but only, in the case of the clause (iv), upon
receipt of, in addition to Proper Instructions, a certified copy of a
resolution of the Board of Directors or of the Executive Committee signed by
an officer of the Company and certified by the Secretary or an Assistant
Secretary, setting forth the purpose or purposes of such segregated account
and declaring such purposes to be proper corporate purposes.
2.14 Ownership Certificates for Tax Purposes
The Custodian shall execute ownership and other certificates and
affidavits for all federal and state tax purposes in connection with receipt
of income or other payments with respect to securities of each Fund held by it
and in connection with transfers of securities.
2.15 Proxies
The Custodian shall, with respect to the securities held hereunder,
cause to be promptly executed by the registered holder of such securities, if
the securities are registered otherwise than in the name of the Company or a
nominee of the Company, all proxies, without indication of the manner in which
such proxies are to be voted, and shall promptly deliver to the Company such
proxies, all proxy soliciting materials and all notices relating to such
securities.
2.16 Communications Relating to Fund Portfolio Securities
The Custodian shall transmit promptly to the Company all written
information (including, without limitation, pendency of calls and maturities
of securities and expirations of rights in connection therewith and notices of
exercise of call and put options written by the Fund and the maturity of
futures contracts purchased or sold by the Company) received by the Custodian
from issuers of the securities being held for each Fund. With respect to
tender or exchange offers, the Custodian shall transmit promptly to the
Company all written information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party (or his
agents) making the tender or exchange offer. If the Company desires to take
action with respect to any tender offer, exchange offer or any other similar
transaction, the Company shall notify the Custodian at least three business
days prior to the date on which the Custodian is to take such action.
2.17 Proper Instructions
Proper Instructions as used throughout this Article 2 means a writing
signed or initialed by one or more person or persons as the Board of Directors
of the Company shall have from time to time authorized. Each such writing
shall set forth the specific transaction or type of transaction involved,
including a specific statement of the purpose for which such action is
requested. Oral instructions will be considered Proper Instructions if the
Custodian reasonably believes them to have been given by a person authorized
to give such instructions with respect to the transaction involved. The
Company shall cause all oral instructions to be confirmed in writing. Upon
receipt of a certificate of the Secretary or an Assistant Secretary as to the
authorization by the Board of Directors of the Company accompanied by a
detailed description of procedures approved by the Board of Directors, Proper
Instructions may include communications effected directly between electro-
mechanical or electronic devices provided that the Board of Directors and the
Custodian are satisfied that such procedures afford adequate safeguards for
each Fund's assets.
2.18 Actions Permitted Without Express Authority
The Custodian may in its discretion, without express authority from the
Company:
1) Make payments to itself or others for minor expenses of handling
securities provided that all such payments shall be accounted for to
the Company;
2) Surrender securities in temporary form for securities in definitive
form;
3) Endorse for collection, in the name of the applicable Fund, checks,
drafts and other negotiable instruments; and
4) In general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Company except as
otherwise directed by the Board of Directors of the Company.
2.19 Evidence of Authority
The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument of paper believed by
it to be genuine and to have been properly executed by or on behalf of the
Company. The Custodian may receive and accept a certified copy of a vote of
the Board of Directors of the Company as conclusive evidence (a) of the
authority of any person to act in accordance with such vote or (b) or any
determination or of any action duly made or taken by the Board of Directors as
described in such vote, and such vote may be considered as in full force and
effect until receipt by the Custodian of written notice to the contrary.
2.20 Class Actions
The Custodian shall transmit promptly to the Company all notices or other
communications received by it in connection with any class action lawsuit
relating to securities currently or previously held for one or more of the
Funds. Upon being directed by the Company to do so, the Custodian shall
furnish to the Company any and all written materials which establish the
holding/ownership, amount held/owned, and period of holding/ownership of
the securities in question.
3. Duties of Custodian with Respect to the Books of Account and Calculation
of Net Asset Value and Net Income
The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board of Directors of the Company to
keep the books of account of each Fund and/or compute the net asset value per
share of the outstanding shares of each Fund or, if directed in writing to do
so by the Company, shall itself keep such books of account and/or compute such
net asset value per share. If so directed, the Custodian shall also calculate
daily the net income of each Fund as described in the Fund's currently
effective prospectus and shall advise the Company and the Transfer Agent daily
of the total amounts of such net income and, if instructed in writing by an
officer of the Company to do so, shall advise the Transfer Agent periodically
of the division of such net income among its various components. The
calculations of the net asset value per share and the daily income of each
Fund shall be made at the time or times described from time to time in the
applicable Fund's currently effective prospectus.
4. Records
The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Company under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rule 31a-1 and 31a-2
thereunder, applicable federal and state tax laws and any other law or
administrative rules or procedures which may be applicable to the Company.
All such records shall be the property of the Company and shall at all times
during the regular business hours of the Custodian be open for inspection by
duly authority officers, employees or agents of the Company and employees and
agents of the Securities and Exchange Commission. The Custodian shall, at the
Company's request, supply the Company with a tabulation of securities owned by
each Fund and held by the Custodian and shall, when requested to do so by the
Company and for such compensation as shall be agreed upon between the Company
and the Custodian, include certificate numbers in such tabulations.
5. Opinion of Company's Independent Accountant
The Custodian shall take all reasonable action, as the Company may from
time to time request, to obtain from year to year favorable opinions from the
Company's independent accountants with respect to its activities hereunder in
connection with the preparation of the Company's, Form N-1A and Form N-SAR or
other annual reports to the Securities and Exchange Commission and with
respect to any other requirements of such Commission.
6. Reports to Company by Independent Public Accountants
The Custodian shall provide the Company, at such times as the Company
may reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, futures contracts and options on futures contracts, including
securities deposited and/or maintained in a Securities System, relating to the
services provided by the Custodian under this Contract; such reports shall be
of sufficient scope, and in sufficient detail, as may reasonably be required
by the Company to provide reasonable assurance that any material inadequacies
would be disclosed by such examination, and, if there are no such
inadequacies, the reports shall so state.
7. Compensation of Custodian
For performance by the Custodian pursuant to this Agreement, the
Company, out of the assets of each applicable Fund, agrees to pay the
Custodian annual asset fees and supplemental charges as set out in the fee
schedule attached hereto. Fees and supplemental charges may be changed from
time to time subject to mutual written agreement between the Company and the
Custodian.
8. Responsibility of Custodian
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties.
The Custodian shall be held to the exercise of reasonable care in carrying out
the provisions of this Contract, but shall be kept indemnified by and shall be
without liability to the Fund for any action taken or omitted by it without
negligence. It shall be entitled to rely on and may act upon advice of
counsel of, or reasonably acceptable to, the Company on all matters, and shall
be without liability for any action reasonably taken or omitted pursuant to
such advice. Notwithstanding the foregoing, the responsibility of the
Custodian with respect to redemptions effected by check shall be in accordance
with a separate Agreement entered into between the Custodian and the Company.
If the Company requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned
to the Company being liable for the payment of money or incurring liability of
some other form, the Company, as a prerequisite to requiring the Custodian to
take such action, shall provide indemnity to the Custodian in an amount and
form reasonably satisfactory to it.
If the Company requires the Custodian to advance cash or securities for
any purpose or in the event that the Custodian or its nominee shall incur or
be assessed any taxes, charges, expenses, assessments, claims or liabilities
in connection with the performance of this Contract, except such as may arise
from its or its nominee's own negligent action, negligent failure to act or
willful misconduct, any property at any time held for the account of a Fund
shall be security therefor and should the Company fail to repay the Custodian
promptly with respect to any Fund, the Custodian shall be entitled to utilize
available cash and to dispose of assets to the extent necessary to obtain
reimbursement.
The Custodian Agrees to indemnify and hold the Company and each of the
Funds harmless for any and all loss, liability and expense, including
reasonable legal fees and expenses, arising out of the Custodian's own
negligence or willful misconduct or that of its officers, agents, or employees
in the performance of its duties and obligations under this Contract.
9. Effective Period, Termination and Amendment
The Contract shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than sixty (60) days after the date of such delivery or mailing; provided,
however, that the Custodian shall not act under Section 2.12 hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Board of Directors of the Company has approved the initial
use of a particular Securities System and the receipt of an annual certificate
of the Secretary or an Assistant Secretary that the Board of Directors has
reviewed the use by each Fund of such Securities System, as required in each
case by Rule 17f-4 under the Investment Company Act of 1940, provided further,
however, that the Company shall not amend or terminate this Contract in
contravention of any applicable federal or state regulations, or any provision
of its Articles of Incorporation, and further provided, that the Company may
at any time by action of its Board of Directors, with respect to any Fund (i)
substitute another bank or trust company for the Custodian by giving notice as
described above to the Custodian, or (ii) immediately terminate this Contract
in the event of the appointment of a conservator or receiver for the Custodian
by the Comptroller of the Currency or upon the happening of a like event at
the direction of an appropriate regulatory agency or court of competent
jurisdiction.
Upon termination of the Contract, the Company on behalf of each Fund
shall pay to the Custodian such compensation as may be due as of the date of
such termination and shall likewise reimburse the Custodian for its costs,
expenses and disbursements.
10. Successor Custodian
If a successor custodian shall be appointed by the Board of Directors of
the Company, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer to an account of the successor custodian each of the Fund's
securities held in a Securities System.
If no such successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a certified copy of a vote of the Board of
Directors of the Company, deliver at the office of the Custodian and transfer
such securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Directors shall have been delivered
to the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or
trust company, which is a "bank" as defined in the Investment Company Act of
1940, of its own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not less than
$100,000,000, all securities, funds and other properties held by the Custodian
and all instruments held by the Custodian relative thereto and all other
property held by it under this Contract and to transfer to an account of such
successor custodian all of each Fund's securities held in any Securities
System. Thereafter, such bank or trust company shall be the successor of the
Custodian under and pursuant to this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Company to procure the certified copy of the vote referred to
or of the Board of Directors to appoint a successor custodian, the Custodian
shall be entitled to fair compensation for its services during such period as
the Custodian retains possession of such securities, funds and other
properties and the provisions of this Contract relating to the duties and
obligations of the Custodian shall remain in full force and effect.
11. Interpretive and Additional Provisions
In connection with the operation of this Contract, the Custodian and the
Company may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall
be annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision
of the Articles of Incorporation or Bylaws of the Company. No interpretive or
additional provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Contract.
12. Minnesota Law to Apply
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The State of Minnesota.
13. Prior Contracts
This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Company and the Custodian relating to the custody
of each Fund's assets.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized officers as of the day
and year first above written.
GREAT HALL INVESTMENT FUNDS, INC.
By Xxxxx X. Xxxxxx
ATTEST
By Xxxxx Xxxxxxxx
NORWEST BANK MINNESOTA, N.A.
By Xxxxx Xxxxxx
ATTEST
By Xxxxx Xxxxxxxxx
