GREAT HALL INVESTMENT FUNDS, INC.
XXXXXX SQUARE MANAGEMENT CORPORATION
TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT is made as of the 25th day of March, 1996,
between Great Hall Investment Funds, Inc., a Minnesota corporation (the
"Fund"), having its principal place of business in Minneapolis, Minnesota, and
Xxxxxx Square Management Corporation, a corporation organized under the laws of
the State of Delaware ("Xxxxxx Square"), having its principal place of business
in Wilmington, Delaware.
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and
offers for public sale one or more distinct, series of shares of beneficial
interest ("Series") each corresponding to a distinct portfolio;
WHEREAS, each share of a Series represents an undivided interest in the
assets, subject to the liabilities, allocated to that Series and each Series
has a separate investment objective and policies;
WHEREAS, at the present time, the Fund consists of five Series;
WHEREAS, the Fund desires to avail itself of the services of Xxxxxx
Square to serve as the Fund's transfer agent; and
WHEREAS, Xxxxxx Square is willing to furnish such services to the Fund
with respect to each Series listed in Schedule A to this Agreement (each, a
"Portfolio," and two or more together "Portfolios") on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Fund and Xxxxxx Square agree as follows:
1. Appointment. The Fund hereby appoints Xxxxxx Square as transfer
agent, registrar and dividend disbursing agent for the shares of beneficial
interest of the Fund (the "Shares") and as servicing agent in connection with
the disbursements of dividends and distributions and as shareholders' servicing
agent for the Fund, each such appointment to take effect as of the date first
written above, and Xxxxxx Square shall act as such and perform its obligations
thereof upon the terms and conditions hereafter set forth and in accordance
with the principles of principal and agent enunciated by the common law.
2. Documents. The Fund has furnished Xxxxxx Square with a copy of
each of the following:
a. The Fund's Articles of Incorporation filed with the
Secretary of the State of Minnesota in June of 1991 and all amendments thereto
and restatements thereof;
b. The Fund's By-laws and all amendments thereto and
restatements thereof (such By-laws, as presently in effect and as they shall
from time to time be amended or restated, are herein called "By-laws");
c. Resolutions of the Fund's Board of Directors (the
"Directors") authorizing the appointment of Xxxxxx Square to provide certain
transfer agency services to the Fund and approving this Agreement;
d. The Fund's Notification of Registration filed pursuant to
Section 8(a) of the 1940 Act as filed with the Securities and Exchange
Commission ("SEC") on June 25, 1991;
e. The Fund's most recent Registration Statement on Form N-1A
under the Securities Act of 1933 (the "1933 Act") (File No. 33-41395) and under
the Investment Company Act (File No. 811-06340), as filed with the SEC relating
to shares of beneficial interest in the Fund, and all amendments thereto;
f. The Fund's most current Prospectuses and Statements of
Additional Information relating to the Portfolio(s); and
g. The executed Fund agreements listed on Schedule B hereto;
h. All documents and records held by previous transfer agency
service providers on behalf of the Fund reasonably necessary to enable Xxxxxx
Square to perform it obligations under this Agreement; and
i. If required, a copy of either (i) a filed notice of
eligibility to claim the exclusion from the definition of "commodity pool
operator" contained in Section 2(a)(1)(A) of the Commodity Exchange Act ("CEA")
that is provided in Rule 4.5 under the CEA, together with all supplements as
are required by the Commodity Futures Trading Commission ("CFTC"), or (ii) a
letter which has been granted the Fund by the CFTC which states that the Fund
will not be treated as a "pool" as defined in Section 4.10(d) of the CFTC's
General Regulations, or (iii) a letter which has been granted the Fund by the
CFTC which states that CFTC will not take any enforcement action if the Fund
does not register as a "commodity pool operator."
The Fund will xxxxxxx Xxxxxx Square from time to time with copies
of all material additions, amendments or supplements to the foregoing, if any.
3. Definitions.
a. Authorized Person. As used in this Agreement, the term
"Authorized Person" means any officer of the Fund and any other person, whether
or not any such person is an officer or employee of the Fund, duly authorized
by a resolution of the Directors of the Fund to give Oral and Written
Instructions on behalf of the Portfolio(s), certified by the Secretary or
Assistant Secretary of the Fund, or any amendment thereto as may be received by
Xxxxxx Square from time to time.
b. Oral Instructions. As used in this Agreement, the term
"Oral Instructions" means oral instructions actually received by Xxxxxx Square
from an Authorized Person or from a person reasonably believed by Xxxxxx Square
to be an Authorized Person. The Fund agrees to deliver to Xxxxxx Square, at
the time and in the manner specified in Section 4(b) of this Agreement, Written
Instructions confirming Oral Instructions.
c. Written Instructions. As used in this Agreement, the term
"Written Instructions" means written instructions delivered by hand, courier,
mail, telegram, cable, telex or facsimile, signed by an Authorized Person and
received by Xxxxxx Square.
4. Instructions Consistent with the Fund's Articles of Incorporation
and By-laws, etc.
a. Unless otherwise provided in this Agreement, Xxxxxx Square
shall act only upon Oral or Written Instructions. Although Xxxxxx Square may
know of the provisions of the Fund's Articles of Incorporation and By-laws (the
"Charter Documents"), Xxxxxx Square may assume that any Oral or Written
Instructions received hereunder are not in any way inconsistent with any
provisions of such Charter Documents or any vote, resolution or proceeding of
the shareholders, or of the Directors, or of any committee thereof.
b. Rodney Square shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by Xxxxxx Square
pursuant to this Agreement. The Fund agrees to forward to Xxxxxx Square
Written Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by Xxxxxx Square, if practicable, by the
close of business of the same day that such Oral Instructions are given to
Xxxxxx Square. The Fund agrees that the fact that such confirming Written
Instructions are not received by Xxxxxx Square shall in no way affect the
validity of the transactions or enforceability of the transactions authorized
by such Oral Instructions. The Fund agrees that Xxxxxx Square shall incur no
liability to the Fund in acting upon Oral Instructions given to Xxxxxx Square
hereunder concerning such transactions, provided such instructions reasonably
appear to have been received from an Authorized Person.
5. Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, Xxxxxx Square is authorized to take the
following actions:
a. Issuance of Shares. Upon receipt of a purchase order from
a Co-Distributor (as defined in the Co-Distributor Agreement among the Fund and
the Co-Distributors), a shareholder or a prospective shareholder for the
purchase of Shares and sufficient information to enable Xxxxxx Square to
establish a shareholder account or to issue Shares to an existing shareholder
account, and after confirmation of receipt or crediting of Federal funds for
such order from Xxxxxx Square's designated bank, Xxxxxx Square shall issue and
credit the account of the investor or other record holder with Shares in the
manner described in the Prospectus. Xxxxxx Square shall deposit all checks or
other instruments of payment received from prospective shareholders into an
account in the name of and on behalf of the Fund, and shall promptly transfer
all Federal funds received from such checks or other instruments of payment or
by wire transfer, together with appropriate documentation, to the Custodian (as
defined in the Custodian Contract between the Fund and the Custodian).
(References herein to "Custodian" shall also be construed to refer to a
"Sub-Custodian" if such appointment has been made.) If so directed by a
Co-Distributor, the confirmation supplied to the shareholder to xxxx such
issuance will be accompanied by a Prospectus. Xxxxxx Square shall maintain a
record of the total number of Shares which are authorized, issued and
outstanding, based upon data provided to it by the Fund, and Xxxxxx Square
shall record the issuance and redemption of Shares and shall also furnish the
Fund with such information on a regular basis.
b. Transfer of Shares; Uncertificated Securities. Where a
shareholder does not hold a certificate representing the number of Shares in
its account and does provide Xxxxxx Square with instructions for the transfer
of such Shares which include a signature guaranteed by a commercial bank, trust
company or member firm of a national securities exchange and such other
appropriate documentation to permit a transfer, then Xxxxxx Square shall
register such Shares and shall deliver them pursuant to instructions received
from the transferor, pursuant to the rules and regulations of the SEC, and the
laws of the State of Delaware relating to the transfer of shares of beneficial
interest.
c. Share Certificates. If at any time the Portfolio issues
share certificates, the following provisions will apply:
(1) The Fund will supply Xxxxxx Square with a
sufficient supply of share certificates representing
Shares, in the form approved from time to time by the
Directors of the Fund, and, from time to time, shall
replenish such supply upon request of Xxxxxx Square. Such
share certificate shall be properly signed, manually or by
facsimile signature, by the duly authorized officers of the
Fund, and shall bear the corporate seal or facsimile
thereof of the Fund, and notwithstanding the death,
resignation or removal of any officer of the Fund, such
executed certificates bearing the manual or facsimile
signature of such officer shall remain valid and may be
issued to shareholders until Xxxxxx Square is otherwise
directed by Written Instructions.
(2) In the case of the loss or destruction of any
certificate representing Shares, no new certificate shall
be issued in lieu thereof, unless there shall first have
been furnished an appropriate bond of indemnity issued by a
surety company approved by Xxxxxx Square.
(3) Upon receipt of signed share certificates, which
shall be in proper form for transfer, and upon cancellation
or destruction thereof, Xxxxxx Square shall countersign,
register and issue new certificates for the same number of
Shares and shall deliver them pursuant to instructions
received from the transferor, the rules and regulations of
the SEC, and the laws of the State of Delaware relating to
the transfer of shares of beneficial interest.
(4) Upon receipt of the share certificates, which shall
be in proper form for transfer, together with the
shareholder's instructions to hold such share certificates
for safekeeping, Xxxxxx Square shall reduce such Shares to
uncertificated status, while retaining the appropriate
registration in the name of the shareholder upon the
transfer books.
(5) Upon receipt of written instructions from a
shareholder of uncertificated securities for a certificate
in the number of shares in its account, Xxxxxx Square will
issue such share certificates and deliver them to the
shareholder.
d. Redemption of Shares. Upon receipt of a redemption order
from a Co-Distributor or a shareholder, Xxxxxx Square shall redeem the number
of Shares indicated thereon from the redeeming shareholder's account and
receive from the Fund's Custodian and disburse pursuant to the instructions of
a redeeming shareholder or his or her agent the redemption proceeds therefor,
or arrange for direct payment of redemption proceeds by the Custodian to the
redeeming shareholder or as instructed by the shareholder or his or her agent,
in accordance with such procedures and controls as are mutually agreed upon
from time to time by and among the Fund, Xxxxxx Square and the Fund's
Custodian.
6. Authorized Issued and Outstanding Shares. The Fund agrees to
notify Xxxxxx Square promptly of any change in the number of authorized Shares
and of any change in the number of Shares registered under the 1933 Act, as
amended or termination of the Fund's declaration under Rule 24f-2 of the 1940
Act. The Fund has advised Xxxxxx Square, as of the date hereof, of the number
of Shares (i) held in any redemption or repurchase account, and (ii) registered
under the 1933 Act, as amended, which are unsold. In the event that the Fund
shall declare a stock dividend, a stock split or a reverse stock split, the
Fund shall deliver to Xxxxxx Square a certificate, upon which Xxxxxx Square
shall be entitled to rely for all purposes, certifying (i) the number of Shares
involved, (ii) that all appropriate corporate action has been taken, and (iii)
that any amendment to the Fund's Charter Documents which may be required has
been filed and is effective. Such certificate shall be accompanied by an
opinion of counsel to the Fund relating to the legal adequacy and effect of the
transaction.
7. Dividends and Distributions. The Fund shall xxxxxxx Xxxxxx Square
with appropriate evidence of action by the Fund's Directors authorizing the
declaration and payment of dividends and distributions as described in the
Prospectus. After deducting any amount required to be withheld by any
applicable tax laws, rules and regulations or other applicable laws, rules and
regulations, Xxxxxx Square shall in accordance with the instructions in proper
form from a shareholder and the provisions of the Fund's Charter Documents and
Prospectus, issue and credit the account of the shareholder with Shares, or, if
the shareholder so elects, pay such dividends or distributions in cash to the
shareholder in the manner described in the Prospectus. In lieu of receiving
from the Fund's Custodian and paying to shareholders cash dividends or
distributions, Xxxxxx Square may arrange for the direct payment of cash
dividends and distributions to shareholders by the Custodian, in accordance
with such procedures and controls as are mutually agreed upon from time to time
by and among the Fund, Xxxxxx Square and the Fund's Custodian.
Xxxxxx Square shall prepare, file with the Internal Revenue Service (the
"IRS") and other appropriate taxing authorities, and address and mail to
shareholders such returns and information relating to dividends and
distributions paid by the Fund as are required to be so prepared, filed and
mailed by applicable laws, rules and regulations, or such substitute form of
notice as may from time to time be permitted or required by the IRS, including
without limitation Forms 1099. On behalf of the Fund, Xxxxxx Square shall mail
certain requests for shareholders' certifications under penalties of perjury
and pay on a timely basis to the appropriate Federal authorities any taxes to
be withheld on dividends and distributions paid by the Fund, all as required by
applicable Federal tax laws and regulation.
In accordance with the Prospectus, resolutions of the Fund's Directors
that are not inconsistent with this Agreement and are provided to Xxxxxx Square
from time to time, and such procedures and controls as are mutually agreed upon
from time to time by and among the Fund, Xxxxxx Square and the Fund's
Custodian, Xxxxxx Square shall arrange for issuance of Shares obtained through
transfers of funds from shareholders' accounts at financial institutions.
8. Communications with Shareholders.
a. Communications to Shareholders. Xxxxxx Square will prepare
shareholder meeting lists, address and mail all communications by the Fund to
its shareholders, including without limitation reports to shareholders,
confirmations of purchases of Shares including Prospectuses when directed by a
Co-Distributor, confirmations of sales of Shares, periodic statements, dividend
and distribution notices, proxy material for its meetings of shareholders, and
such other communications as may from time to time be mutually agreed upon
between Xxxxxx Square and the Fund. Xxxxxx Square will receive and tabulate
the proxy cards for shareholder meetings.
b. Correspondence and Telephone Inquiries. Xxxxxx Square will
answer such correspondence and telephone inquires from shareholders, securities
brokers and others relating to its duties hereunder and such other
correspondence and inquiries as may from time to time be mutually agreed upon
between Xxxxxx Square and the Fund.
9. Services to be Performed. Xxxxxx Square shall be responsible for
administering and/or performing transfer agent functions, for acting as service
agent in connection with dividend and distribution functions and for performing
shareholder account functions in connection with the issuance, transfer and
redemption or repurchase (including coordination with the Fund's custodian bank
in connection with shareholder redemption by check) of the Fund's Shares as set
forth in Schedule B. The details of the operating standards and procedures to
be followed shall be determined from time to time by agreement between Xxxxxx
Square and the Fund and may be expressed in written schedules which shall
constitute attachments to this Agreement.
10. Recordkeeping and Other Information.
a. Rodney Square shall maintain records of the accounts for
each Shareholder showing the items listed in Schedule X.
x. Xxxxxx Square shall create and maintain all necessary
records in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the 1940 Act
and the rules thereunder and any applicable regulations of the Federal Deposit
Insurance Corporation ("FDIC") or any successor regulatory authority, as the
same may be amended from time to time, and those records pertaining to the
various functions performed by it hereunder. All records shall be the property
of the Fund at all times and shall be available for inspection and use by the
Fund. Where applicable, such records shall be maintained by Xxxxxx Square for
the periods and in the places required by Rule 31a-2 under the 1940 Act and any
applicable regulations of the FDIC or any successor regulatory authority.
c. Rodney Square shall not be responsible for the records
required to be maintained by any predecessor transfer agency service provider
except those provided to Xxxxxx Square together with proper documentation and
accepted in writing by Xxxxxx Square. Xxxxxx Square shall not be required to
bear the cost of any necessary conversion of any records or data nor shall
Xxxxxx Square assume any responsibility for the having available and
maintaining any computer systems required to read or otherwise interpret any
predecessor transfer agency service provider's computer-formatted records.
11. Audit, Inspection and Visitation. Xxxxxx Square shall make
available during regular business hours all records and other data created and
maintained pursuant to this Agreement for reasonable audit and inspection by
the Fund or any person authorized or retained by the Fund. Upon reasonable
notice by the Fund, Xxxxxx Square shall make available during regular business
hours its facilities and premises employed in connection with its performance
of this Agreement for reasonable visitation by the Fund, or any person
authorized or retained by the Fund.
12. Right to Receive Advice.
a. Advice of Fund. If Xxxxxx Square shall be in doubt as to
any action to be taken or omitted by it, it may request, from the Fund
directions or advice, including Oral or Written Instructions where appropriate.
b. Advice of Counsel. If Xxxxxx Square shall be in doubt as
to any question of law involved in any action to be taken or omitted by Xxxxxx
Square, it may request advice at its own cost from counsel of its own choosing.
c. Conflicting Advice. In case of conflict between
directions, advice or Oral or Written Instructions received by Xxxxxx Square
pursuant to subsection a of this Section and advice received by Xxxxxx Square
pursuant to subsection b of this Section, Xxxxxx Square shall be entitled to
rely on and follow the advice received pursuant to the latter provision alone.
d. Protection of Xxxxxx Square. Xxxxxx Square shall be
protected in any action or inaction which it takes in reliance on any
directions, advice or Oral or Written Instructions received pursuant to
subsections a or b of this Section which Xxxxxx Square, after receipt of any
such directions, advice or Oral or Written Instructions, in good faith believes
to be consistent with such directions, advice or Oral or Written Instructions,
as the case may be. However, nothing in this Section shall be construed as
imposing upon Xxxxxx Square any obligation (i) to seek such direction, advice
or Oral or Written Instructions, or (ii) to act in accordance with such
directions, advice or Oral or Written Instructions when received, unless, under
the terms of another provision of this Agreement, the same is a condition to
Xxxxxx Square's properly taking or omitting to take such action. Nothing in
this subsection shall excuse Xxxxxx Square when an action or omission on the
part of Xxxxxx Square constitutes willful misfeasance, bad faith, negligence or
reckless disregard by Xxxxxx Square of its duties under this Agreement.
13. Compensation. For the performance of its obligations under this
Agreement, the Fund shall pay Xxxxxx Square with respect to each Portfolio in
accordance with the fee arrangements described in Schedule E attached hereto,
as such schedule may be amended from time to time. Certain other fees and
expenses incurred pursuant to this Agreement are payable by the Fund or the
shareholder on whose behalf the service is performed are also listed in
Schedule E. The Fund shall reimburse Xxxxxx Square for all reasonable out-of-
pocket expenses incurred by Xxxxxx Square or its agents in the performance of
its obligations hereunder. The Fund agrees to pay all fees and reimbursable
out-of-pocket expenses promptly following receipt of an itemized billing
notice.
The term "out-of-pocket expenses" shall mean the following expenses
incurred by Xxxxxx Square in the performance of its obligations hereunder: the
cost of stationery and forms (including but not limited to checks, proxy cards,
and envelopes), the cost of postage, the cost of insertion of non-standard size
materials in mailing envelopes and other necessary special mailing preparation
by outside firms, the cost of first-class mailing insurance, the cost of
external electronic communications as approved by the Directors (to include
telephone and telegraph equipment and an allocable portion of the cost of
personnel responsible for the maintenance of such equipment), toll charges,
data communications equipment and line charges, the cost of microfilming of
shareholder records (including both the cost of storage as well as charges for
access to such records) and the cost (if any) of converting/transferring any
records from any prior service provider. If Xxxxxx Square shall undertake the
responsibility for microfilming shareholder records, it may be separately
compensated therefor in an amount agreed upon by the principal financial
officer of the Fund and Xxxxxx Square, such amount not to exceed the amount
which would be paid to an outside firm for providing
such microfilming services.
14. Use of Names.
a. The Fund shall not use the name of Xxxxxx Square in any
Prospectus, SAI, sales literature or other material relating to the Fund in a
manner not approved prior thereto, which approval shall not be unreasonably
withheld; provided, however, that such approval shall not be required with
respect to any use of Xxxxxx Square's name which merely refers in accurate
terms to its appointments hereunder or which are required by the SEC or a state
securities commission.
b. Rodney Square shall not use the name of the Fund or the
Portfolios of the Fund or material relating to the Fund or the Portfolios on
any checks, bank drafts, bank statements or forms for other than internal use,
or any other documents, in a manner not approved prior thereto, which approval
shall not be unreasonably withheld; provided, however, such approval shall not
be required with respect to any use of the name of the Fund or the Portfolios
which merely refers in accurate terms to the appointment of Xxxxxx Square
hereunder or which are required by the FDIC, the SEC or a state securities
commission.
15. Confidentiality. All information relating to the Fund maintained
by, or furnished to Xxxxxx Square by the Fund shall be considered
confidential and proprietary information owned by the Fund, except any
information in the public domain, made public or received from a third party
("Confidential Information"), provided that Xxxxxx Square has no knowledge that
the release of the Confidential Information by the third party is in breach of
any confidentiality agreement. Xxxxxx Square agrees to use all reasonable
efforts to prevent any such Confidential Information from being disclosed to
third parties, other than to the SEC, the FDIC and the various state securities
commissioners and as otherwise required by law. In the case of such requests
or demands the SEC, the FDIC and/or the various state securities commissioners
for the release of Confidential Information, Xxxxxx Square will notify the Fund
and secure instructions from an Authorized Person as to such release. In the
case of any requests or demands for the inspection of the shareholder records
of the Fund, Xxxxxx Square will notify the Fund and secure instructions from an
Authorized Person as to such inspection.
16. Security. Xxxxxx Square represents and warrants that the various
procedures and systems which Xxxxxx Square has implemented with regard to
safeguarding from loss or damage attributable to fire, theft or any other cause
(including provision for twenty-four hours a day restricted access) the Fund's
blank checks, records and other data and Xxxxxx Square's records, data,
equipment, facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as in its judgment are required for the secure performance of
its obligations hereunder. The parties shall review such systems and
procedures on a periodic basis.
17. Insurance. Upon request Xxxxxx Square shall provide the Fund with
details regarding its insurance coverage, and Xxxxxx Square shall notify the
Fund should any of its insurance coverage be materially changed. Such
notification shall include the date of change and the reason or reasons
therefor. Xxxxxx Square shall notify the Fund of any material claims against
it, whether or not they may be covered by insurance and shall notify the Fund
from time to time as may be appropriate of the total outstanding claims made by
Xxxxxx Square under its insurance coverage.
18. Assignment of Duties to Others. Neither this Agreement nor any
rights or obligations hereunder may be assigned by Xxxxxx Square without the
written consent of the Fund.
19. Indemnification.
a. The Fund agrees to indemnify and hold harmless Xxxxxx
Square, its directors, officers, employees, agents and representatives from all
taxes, charges, expenses, assessments, claims and liabilities including,
without limitation, liabilities arising under the 1933 Act, the Securities
Exchange Act of 1934 and any applicable state and foreign laws, and amendments
thereto (the "Securities Laws"), and expenses, including without limitation
reasonable attorneys' fees and disbursements arising directly or indirectly
from any action or omission to act which Xxxxxx Square takes (i) at the request
of or on the direction of or in reliance on the advice of the Fund or (ii) upon
Oral or Written Instructions. Neither Xxxxxx Square nor any of its nominees
shall be indemnified against any liability (or any expenses incident to such
liability) arising out of Xxxxxx Square's or its directors', officers',
employees', agents' and representatives own willful misfeasance, bad faith,
negligence or reckless disregard of its duties and obligations under this
Agreement.
b. Rodney Square agrees to indemnify and hold harmless the
Fund, its directors, officers, employees, agents and representatives from all
taxes, charges, expenses, assessments, claims and liabilities arising from
Xxxxxx Square's obligations pursuant to this Agreement (including, without
limitation, liabilities arising under the Securities Laws, and any state and
foreign securities and blue sky laws, and amendments thereto) and expenses,
including (without limitation) reasonable attorneys' fees and disbursements
arising directly or indirectly out of Xxxxxx Square's or its directors',
officers', employees', agents' and representatives own willful misfeasance, bad
faith, negligence or reckless disregard of its duties and obligations under
this Agreement.
c. In order that the indemnification provisions contained in
this Section 19 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.
20. Responsibility of Xxxxxx Square. Xxxxxx Square shall be under no
duty to take any action on behalf of the Fund except as specifically set forth
herein or as may be specifically agreed to by Xxxxxx Square in writing. Xxxxxx
Square shall be obligated to exercise due care and diligence in the performance
of its duties hereunder, to act in good faith and to use its best efforts in
performing services provided for under this Agreement. Xxxxxx Square shall be
liable for any damages arising out of or in connection with Xxxxxx Square's
performance of or omission or failure to perform its duties under this
Agreement to the extent such damages arise out of Xxxxxx Square's negligence,
reckless disregard of its duties, bad faith or willful misfeasance.
Without limiting the generality of the foregoing or of any other provision
of this Agreement, Xxxxxx Square, in connection with its duties under this
Agreement, shall not be under any duty or obligation to inquire into and shall
not be liable for (i) the validity or invalidity or authority or lack thereof
of any Oral or Written Instruction, notice or other instrument which conforms
to the applicable requirements of this Agreement, and which Xxxxxx Square
reasonably believes to be genuine; or (ii) subject to the provisions of
Section 21 hereof, delays or errors or loss of data occurring by reason of
circumstances beyond Xxxxxx Square's control, including acts of civil or
military authority, national emergencies, fire, flood or catastrophe, acts
of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
21. Acts of God, etc. Xxxxxx Square shall not be liable for delays or
errors occurring by reason of circumstances beyond its control, including but
not limited to acts of civil or military authority, national emergencies, fire,
flood or catastrophe, acts of God, insurrection, war, riots, or failure of the
mails, transportation, communication or power supply. In the event of
equipment breakdowns beyond its control, Xxxxxx Square shall, at no additional
expense to the Fund, take reasonable steps to minimize service interruptions
but, so long as Xxxxxx Square has taken reasonable steps to minimize service
interruptions, shall have no liability with respect thereto. Xxxxxx Square
shall enter into and shall maintain in effect with appropriate parties one or
more agreements making reasonable provision for emergency use of electronic
data processing equipment to the extent appropriate equipment is available.
22. Amendments. This Agreement or any part hereof including schedules
may be changed or waived only by an instrument in writing signed by the party
against which enforcement of such change or waiver is sought.
Xxxxxx Square and the Fund shall regularly consult with each other
regarding Xxxxxx Square's performance of its obligations and its compensation
hereunder. In connection therewith, the Fund shall submit to Xxxxxx Square at
a reasonable time in advance of filing with the SEC copies of any amended or
supplemented registration statements (including exhibits) under the 1933 Act
and the 1940 Act, and a reasonable time in advance of their proposed use,
copies of any amended or supplemented forms relating to any plan, program or
service offered by the Fund. Any change in such material which would require
any change in Xxxxxx Square's obligations hereunder shall be subject to Xxxxxx
Square's approval, which shall not be unreasonably withheld. In the event that
such change materially increases the cost to Xxxxxx Square of performing its
obligations hereunder, Xxxxxx Square shall be entitled to receive reasonable
compensation therefor.
23. Duration, Termination, etc. Neither this Agreement nor any
provisions hereof may be changed, waived, discharged or terminated orally, but
only by written instrument which shall make specific reference to this
Agreement and which shall be signed by the party against which enforcement of
such change, waiver, discharge or termination is sought.
This Agreement shall become effective as of the date first written above,
and shall continue in effect until terminated with respect to one or more
Portfolios by 90 days' written notice given by either party to the other party,
provided that this Agreement may be terminated immediately at any time for
cause either by the Fund or by Xxxxxx Square in the event that such cause
remains unremedied for a period of time not to exceed 90 days after receipt of
written specification of such cause. Any such termination shall not affect the
rights and obligations of the parties under Section 19 hereof.
Upon the Fund's termination of this Agreement for any reason, the Fund
shall reimburse Xxxxxx Square any fees incurred as a result of the termination
conversion and for any out-of-pocket expenses reasonably incurred by Xxxxxx
Square including or during the period prior to the date of such termination.
Upon Xxxxxx Square's termination of this Agreement for, any reason other than
the parties' failure to agree upon changes to this Agreement, Xxxxxx Square
shall reimburse the Fund any fees incurred as a result of the termination
conversion and any out-of-pocket expenses reasonably incurred by the Fund as a
result of a termination conversion including or during the period prior to the
date of such termination. In the event that the Fund designates a successor to
any of Xxxxxx Square's obligations hereunder, Xxxxxx Square shall, at the
direction of the Fund, transfer to such successor a certified list of the
shareholders of the Fund (with name, address, and, if provided, tax
identification or Social Security number), a complete record of the account of
each shareholder, and all other relevant books, records and other data
established or maintained by Xxxxxx Square hereunder. Xxxxxx Square shall be
liable for any losses sustained by the Fund as a result of Xxxxxx Square's
failure to accurately and promptly provide these materials.
24. Representations and Warranties of Xxxxxx Square. Xxxxxx Square
represents and warrants to the Fund the following:
a. It is a corporation duly organized, existing and in good
standing under the laws of the State of Delaware.
b. It is duly qualified to carry on its business in the State
of Delaware.
c. It is empowered under the applicable laws and by its
Charter and By-laws to enter into and perform this Agreement.
d. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
e. It is currently registered with the appropriate Federal
agency for the registration of transfer agents, and that it will remain so
registered for the duration of this Agreement. Xxxxxx Square further agrees
that it will promptly notify the Fund in the event of any material change in
its status as a registered transfer agent. Should Xxxxxx Square fail to be
registered with the FDIC or any successor regulatory authority as a transfer
agent at any time during this Agreement, the Fund may, on written notice to
Xxxxxx Square, immediately terminate this Agreement.
25. Notice. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed, postage prepaid, to the other party to this
Agreement at its principal place of business.
26. Further Actions. Each Party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
27. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
28. Governing Law. To the extent that state law has not been
preempted by the provisions of any law of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of the
State of Delaware.
29. Miscellaneous. Both parties agree to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two counterparts, each of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of
the day and year first above written.
GREAT HALL INVESTMENT FUNDS, INC.
By: J. Xxxxx Xxxxxx, President
-----------------------------
Name, Title
XXXXXX SQUARE MANAGEMENT
CORPORATION
By: Xxxxxx X. Xxxxxxxx, President
-----------------------------
TRANSFER AGENCY AGREEMENT
SCHEDULE A
GREAT HALL INVESTMENT FUNDS, INC.
PORTFOLIO LISTING
Institutional Funds
-------------------
Prime Money Market Fund
U.S. Government Money Market Fund
Tax-Free Money Market Fund
Retail Funds
------------
National Tax-Exempt Fund
Minnesota Insured Tax -Exempt Fund
TRANSFER AGENCY AGREEMENT
SCHEDULE B
GREAT HALL INVESTMENT FUNDS, INC.
FUND AGREEMENTS SCHEDULE
1. The Investment Advisory Agreement between Great Hall Investment
Funds, Inc. (the "Fund") and Insight Investment Management, Inc. ,
a Minnesota corporation, dated as of August 29, 1991;
2. The Custodian Contract between the Fund and Norwest Bank
Minnesota, N.A., dated as of August 29, 1991;
3. The Co-Distributor Agreement among the Fund, Xxxx Xxxxxxxx
Incorporated and Xxxxxxxx Xxxxxx Refsnes, Inc., dated as of March
17, 1992.
TRANSFER AGENCY AGREEMENT
SCHEDULE C
GREAT HALL INVESTMENT FUNDS, INC.
Services to be Performed
Xxxxxx Square will perform the following functions as transfer agent on an
ongoing basis with respect to each Portfolio:
a. furnish state-by-state registration reports;
b. provide toll-free lines for direct shareholder use, plus customer
liaison staff with on-line inquiry capacity;
c. mail duplicate confirmations to dealers and other financial
institutions ("Service Organization") of their clients' activity, whether
executed through the Service Organization or directly with Xxxxxx Square;
d. provide detail for underwriter or Service Organization
confirmations and other Service Organization shareholder accounting, in
accordance with such procedures as may be agreed upon between the Fund
and Xxxxxx Square;
e. provide shareholder lists and statistical information concerning
shareholder accounts to the Fund;
f. provide timely notification of Portfolio activity and such other
information as may be agreed upon from time to time among Xxxxxx Square
and the Fund or the Custodian, to the Fund or the Custodian; and
g. with respect to dividends and distributions, prepare and file
required reports with the Internal Revenue Service ("IRS"), prepare and
mail reports to shareholders as required by the IRS and described in the
Prospectus and Statements of Additional Information.
TRANSFER AGENCY AGREEMENT
SCHEDULE D
GREAT HALL INVESTMENT FUNDS, INC.
Shareholder Records
Xxxxxx Square shall maintain records of the accounts for each shareholder
showing the following information:
a. name, address and United States Tax Identification or Social
Security number;
b. number of Shares held and number of Shares for which certificates,
if any, have been issued, including certificate numbers and
denominations;
c. historical information regarding the account of each shareholder,
including dividends and distributions paid and the date and price for all
transactions on a shareholder's account;
d. any stop or restraining order placed against a shareholder's
account;
e. any correspondence relating to the current maintenance of a
shareholder's account;
f. information with respect to withholding; and,
g. any information required in order for Xxxxxx Square to perform any
calculations contemplated or required by this Agreement.
TRANSFER AGENCY AGREEMENT
SCHEDULE E
GREAT HALL INVESTMENT FUNDS, INC.
FEE SCHEDULE
For the services Xxxxxx Square provides under the Transfer Agency Agreement
attached hereto Great Hall Investment Funds, Inc. (the "Fund") agrees to pay
Xxxxxx Square a fee for transfer agency services equal to the following:
Fee per Annum
Type of Fund/Account per Account
-------------------- -------------
Annual Dividend $12.00/year
Semi/Quarterly Dividend $12.00/year
Monthly Dividend $15.00/year
Daily Accrual Fund $18.00/year
calculated on a group basis and subject to the following minimums:
Institutional Funds: Minimum monthly fee $1,625 ($19,500 per annum)
-------------------- Minimum duration Six (6) months ($9,750)
Minimum monthly fee
after first year $1,250 ($15,000 per annum)*
Retail Funds: Minimum monthly fee $2,000 ($24,000 per annum)
------------- Minimum duration Six (6) months ($12,000)
Rebate: After one full year of service for all five (5)
------- original Portfolios:
Institutional Funds:
--------------------
Prime Money Market Fund
U.S. Government Money Market Fund
Tax-Free Money Market Fund
Retail Funds:
-------------
National Tax-Exempt Fund
Minnesota Insured Tax-Exempt Fund
Xxxxxx Square will rebate a fee of $13,500 to the Fund
* Subject further to the provision that the aggregate minimum fee
payable to Xxxxxx Square by the Great Hall Investment Funds, Inc. for
services to the original Portfolios, and any other Portfolios that the
parties may add under this Agreement, after the first full year of
services will be $4,875 monthly ($58,500 annually).
This transfer agency fee shall be pro-rated and payable monthly as soon
as practicable after the last day of each month based on the average of
the daily net assets of each Portfolio, as determined at the close of
business on each day throughout the month.
Out of pocket expenses shall be reimbursed by the Fund to Xxxxxx Square
or paid directly by the Fund. Such expenses include but are not limited
to the following:
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort, first-class at current prevailing
rates)
d. Hardware/phone lines for remote terminal(s) (if required)
e. Microfiche/Microfilm
f. Wire fee for receipt or disbursement - $7.00 per wire
g. Mailing fees
h. Cost of proxy solicitation, mailing and tabulation (if required)
I. Certificate issuance - $2.00 per certificate
j. Record retention storage - $15.00 per cubic foot per year
k. Development/programming costs/special projects
(i.e. ad-hoc reports)
l. ACH transaction charges - $0.25 per transaction
m. "B" notice mailings - $5.00 per item
n. Locating lost shareholders in anticipation of escheating - $5.00
per name
Additional Expenses (paid by shareholder):
------------------------------------------
Direct XXX/Xxxxx processing $ 10.00 per account per annum
$ 10.00 per transfer out
National Securities Clearing Corporation (NSCC) Charges
-------------------------------------------------------
1. - FUND/SERV
Participation Fee $ 50.00 per month
CPU Access Fee $ 40.00 per month
Transaction Fee $ .50 per transaction
NSCC will deduct it's monthly fee on the 15th of each month from Xxxxxx
Square's cash settlement that day. These charges will be included on the
next month's T/A xxxx as out-of-pocket expenses.
2. - Networking
Participation Fee $250.00 per month
CPU Access Fee $ 40.00 per month
Account Fee $ .045 per month on
monthly dividend funds
$ .030 per month on all
other dividend payables
Xxxxxx Square System Access Charges for NSCC
--------------------------------------------
1. - FUND/SERV
Base Facility Use Fee $150.00 per month
Transaction Fee $ .25 per transaction
Plus: out-of-pocket expenses for settlements, wire charges, NSCC pick-up
charges, etc.
2. - Networking
Base Facility Use Fee $150.00 per month
Matrix Level Charges:
Level 1, 2 or 4 $ .24 per account per month
Xxxxx 0 $ .06 per account per month
Xxxxxx Square Wire Order Desk:
------------------------------
Master/Omnibus Account $ 1.00 Per Purchase/redemption
transaction
Payment
-------
The Fund agrees to pay all fees and reimbursable out-of-pocket expenses
promptly following receipt of an itemized billing notice.
