EXHIBIT (h)(7)
ANTI-MONEY LAUNDERING PROGRAM
SERVICES AGREEMENT
This Agreement, dated as of May 15, 2002, is made by and between Great
Hall Investment Funds, Inc., a Minnesota corporation (the "Company") and RBC
Xxxx Xxxxxxxx Inc., a Delaware corporation (the "Distributor").
WHEREAS, Section 352 of the USA Patriot Act (the "Act") and the Interim
Final Rule (Section 103.130) adopted by the U.S. Department of the Treasury's
Financial Crimes Enforcement Network (the "Rule") requires the Company to
develop and implement an anti-money laundering program (the "AML Program") and
monitor the operation of the program and assess the effectiveness; and
WHEREAS, Section 326 of the Act, as proposed, requires the Company to
develop and implement a Customer Identification Program as part of the Company's
AML Program to ensure, among other things, that the Company obtains certain
information from each of its customers and to be reasonably sure it knows each
of its customers; and
WHEREAS, the Company and the Distributor have previously entered into a
Distribution Agreement dated as of May 16, 2001 (the "Distribution Agreement"),
pursuant to which the Distributor provides services to the Company on behalf of
each portfolio represented by a series of shares of common stock of the Company;
and
WHEREAS, the U.S. Department of Treasury permits an investment company
to delegate the implementation and operation of its anti-money laundering
program to an affiliated service provider; and
WHEREAS, in order to assist the Company with its anti-money laundering
compliance responsibilities under the Act and the Rule, the Distributor has
agreed to implement and operate the Company's AML Program, including the
development and implementation of procedures designed to promote the detection
and reporting of potential money laundering activity by monitoring shareholder
activities and verify a shareholder's identity (the "Procedures"); and
WHEREAS, the Company desires to delegate to the Distributor the
implementation and day-to-day operation of the AML Program and the Procedures on
behalf of the Company, subject to the supervision of the compliance officer of
the AML Program (the "Compliance Officer").
NOW THEREFORE, in consideration of the mutual covenants contained in
this Agreement, the parties agree as follows:
1. Pursuant to the Company's AML Program, the Distributor agrees to develop
Procedures reasonably designed to prevent the Company from being used for
money laundering or the financing of terrorist activities and to ensure
compliance with the applicable provision of the Bank Secrecy Act and the
implementing regulations thereunder.
2. The Distributor agrees to provide the Compliance Officer with written
copies of the Procedures, as may be amended from time to time by the
Distributor, and agrees to
implement and monitor such Procedures, subject to the oversight and
approval of the Compliance Officer.
3. The parties to this Agreement contemplate that the Procedures will be
amended from time to time by the Distributor based on the Distributor's
experience implementing and monitoring the AML Program and the Procedures
and as additional regulations are adopted and/or regulatory guidance is
provided relating to the Company's anti-money laundering responsibilities.
The Distributor agrees to promptly advise the Compliance Officer regarding
amended Procedures, as necessary.
4. The Distributor agrees to provide to the Compliance Officer (a) prompt
written notification of any transaction or combination of transactions that
the Distributor believes, based on the Procedures, evidence possible money
laundering activity in connection with the Company or any shareholder of
the Company ("Suspicious Activity"), (b) prompt written notification of any
shareholder(s) of the Company that the Distributor reasonably believes,
based upon the Procedures, to be engaged in Suspicious Activity, (c) any
reports received by the Distributor from any government agency or
applicable industry self-regulatory organization pertaining to the AML
Program or the Procedures as provided in this Agreement, (d) prompt written
notification of any action taken in response to Suspicious Activity as
described in (a), (b) or reports received as described in (c), and (e) an
annual report of the effectiveness of the AML Program and the Procedures,
as amended, including recommendations to improve the effectiveness of the
AML Program and the Procedures. The Distributor shall provide such other
reports on the AML Program and the Procedures at the direction of the
Compliance Officer as may be agreed to from time to time by the Distributor
and the Compliance Officer.
5. The Company hereby directs, and the Distributor acknowledges, that the
Distributor shall (a) permit federal regulators access to such information
and records maintained by the Distributor and relating to the Distributor's
implementation of the Procedures on behalf of the Company, as they may
request, and (b) permit such federal regulators to inspect the
Distributor's implementation of the AML Program and the Procedures on
behalf of the Company.
6. It is understood and agreed by the parties hereto that the Distributor
shall not receive any additional compensation for services it performs
hereunder with respect to the Company.
IN WITNESS HEREOF, the undersigned have executed this Agreement as of the date
and year first above written.
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(the "Company") (the "Distributor")
By: By:
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Authorized Officer Authorized Officer
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