GREAT HALL INVESTMENT FUNDS, INC.
Post-Effective Amendment No. 12 to the
Registration Statement on Form N-1A
EXHIBIT 9.2
SHAREHOLDER ACCOUNT SERVICES AGREEMENT
SHAREHOLDER ACCOUNT SERVICES AGREEMENT
This Agreement is made and entered into as of the 2nd day of January,
1998 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 Xxxx Xxxxxxxx Incorporated, a corporation organized and
existing under the laws of the State of Delaware ("DRI"). This Agreement
supersedes and takes the place of the Shareholder Account Services Agreement
dated as of February 14, 1996 between Great Hall and Xxxx Xxxxxxxx Incorporated
and Xxxxxxxx Pierces Refsnes, Inc.
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, DRI serves as the principal underwriter of each Fund's shares of
common stock; and
WHEREAS, DRI performs various dividend disbursing and shareholder account
services (as outlined below) for owners of Fund shares who maintain evidence of
their Fund shares with DRI in a master account (a separate master account being
maintained for each Fund) in the name of DRI 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 DRI (the
"Customers"); and
WHEREAS, in consideration for DRI's agreement to perform the
aforementioned services, Great Hall agrees to compensate DRI and to reimburse
certain costs and expenses incurred by DRI 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 DRI hereby agree as follows:
1. Scope of Appointment; Services.
-------------------------------
(a) Subject to the conditions set forth in this Agreement, DRI hereby
undertakes and agrees 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 its transfer agent 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 DRI:
(A) that would necessitate that DRI 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) DRI agrees to provide the necessary facilities, equipment and
personnel to perform its duties and obligations hereunder in accordance with
industry practice.
(d) Pending the effectiveness of the proposed merger of DRI and Interra
Clearing Services Inc. ("Clearing"), an affiliate of DRI, Great Hall authorizes
the delegation by DRI of responsibility for performing one or more of the
Services to Clearing. Notwithstanding any provision to the contrary herein,
this Agreement shall survive said merger, and the surviving entity of said
merger (to be named Xxxx Xxxxxxxx Incorporated) shall, immediately upon the
completion and effectiveness of said merger, succeed to all of the rights and
obligations of DRI hereunder.
2. Records; Miscellaneous Covenants.
---------------------------------
(a) DRI represents and covenants that (1) during the term of this
Agreement, DRI will comply with all laws, rules and regulations applicable to
its provision of the Services hereunder and (2) DRI has, 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) DRI will maintain customary records in connection with the
provision of Services hereunder. Upon the request of Great Hall, DRI will
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. DRI agrees that it 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.
--------------------------
DRI hereby agrees to promptly notify Great Hall if for any reason DRI is
unable to perform fully and promptly any of its obligations under this
Agreement.
4. No Limit on Other Actions by Great Hall.
----------------------------------------
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.
-------------
In consideration of the performance of the Services by DRI hereunder,
Great Hall agrees to cause each Fund to pay DRI a fee (and to reimburse DRI 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.
----------------
(a) Great Hall agrees to indemnify DRI and to hold DRI 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
DRI pursuant to this Agreement, unless DRI acted negligently or in bad faith.
(b) DRI 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 DRI'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.
----------------------------
This Agreement shall be effective with respect to each Fund as of the
date set forth opposite such Fund's name on Exhibit A hereto. This Agreement
may be terminated without penalty at any time by either party upon 30 days'
written notice to the other party.
8. Interpretation; Governing Law.
------------------------------
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. XXXX XXXXXXXX INCORPORATED
By /s/ Xxxxx X. Xxxxxxxx By /s/ J. Xxxxx Xxxxxx
------------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: J. Xxxxx Xxxxxx
Title: Chief Financial Officer Title: Senior Executive Vice President
EXHIBIT A
to
SHAREHOLDER ACCOUNT SERVICES AGREEMENT
FUND EFFECTIVE DATE MONTHLY FEE
---- -------------- -----------
Great Hall Prime January 2, 1998 1/12 of $12.00 per year per customer
Money Market Fund
(Series A)
Great Hall January 2, 1998 1/12 of $12.00 per year per customer
U.S. Government
Money Market Fund
(Series B)
Great Hall January 2, 1998 1/12 of $12.00 per year per customer
Tax-Free
Money Market Fund
(Series C)
Great Hall January 2, 1998 1/12 of $12.00 per year per customer
Institutional Prime
Money Market Fund
(Series F)
Great Hall August 19, 1998 1/12 of $12.00 per year per customer
Institutional Tax-Free
Money Market Fund
(Series G)
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 DRI for
reasonable postage and statement printing expenses incurred by DRI in
connection with its provision of the Services.
