CO-DISTRIBUTOR AGREEMENT
This Agreement, made this 17th day of March, 1992, by and among Great
Hall Investment Funds, Inc., a Minnesota corporation ("Great Hall"), on behalf
of each portfolio represented by a series of shares of common stock of Great
Hall that adopts this Agreement (individually, a "Fund" and, collectively, the
"Funds") (the Funds, together with the 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 Delaware corporation, and Xxxxxxxx Xxxxxx Refsnes, Inc., a
Delaware corporation, as co-underwriters of the Funds' shares of common stock
(individually, a "Co-Distributor" and, together, the "Co-Distributors"),
WITNESSETH:
1. UNDERWRITING SERVICES.
Each Fund hereby engages the Co-Distributors, and each of the Co-
Distributors hereby agrees to act, as a principal underwriter for the Funds in
connection with the sale and distribution of the Funds' shares of common stock
to the public, either through dealers or otherwise. Each Co-Distributor
agrees to offer such shares for sale at all times when such shares are
available for sale and may lawfully be offered for sale and sold.
2. SALE OF FUND SHARES.
Shares of each Fund are to be sold only on the following terms:
(a) All subscriptions, offers or sales shall be subject to acceptance
or rejection by Great Hall. Any offer or sale shall be conclusively presumed
to have been accepted by Great Hall if Great Hall shall fail to notify the
applicable Co-Distributor of the rejection of such offer or sale prior to the
computation of the net asset value of the applicable Fund's shares next
following receipt by Great Hall of notice of such offer or sale.
(b) No share of any Fund shall be sold by either Co-Distributor for
any consideration other than cash or for any amount less than the net asset
value of such share, computed as provided in the Bylaws of Great Hall and in
the current Prospectus and Statement of Additional Information of the
applicable Fund.
3. REGISTRATION OF SHARES.
Great Hall agrees to make prompt and reasonable efforts to effect and
keep in effect, at each Fund's own expense, the registration or qualification
of each Fund's shares for sale in such jurisdictions as Great Hall may
designate.
4. INFORMATION TO BE FURNISHED BY GREAT HALL TO THE CO-DISTRIBUTORS.
Great Hall agrees that it will furnish each Co-Distributor with such
information with respect to the affairs and accounts of each Fund as the Co-
Distributors may from time to time reasonably require, and further agrees that
each Co-Distributor, at all reasonable times, shall be permitted to inspect
the books and records of the Funds.
5. ALLOCATION OF EXPENSES.
During the period of this contract, Great Hall shall cause the Funds to
pay all expenses, costs and fees incurred by the Fund which are not assumed by
the Co-Distributors or by the Funds' investment adviser. The Co-Distributors
shall pay all promotional expenses in connection with the distribution of each
Fund's shares including paying for prospectuses, shareholder reports and sales
literature for new or prospective shareholders.
6. COMPENSATION TO THE CO-DISTRIBUTORS.
It is understood and agreed by the parties hereto that the Co-
Distributors shall receive, in compensation for services performed by the Co-
Distributors hereunder: (a) a sales charge, if any, from certain of the Funds
as set forth in each applicable Fund's Prospectus and Statement of Additional
Information (as the same may be amended or supplemented from time to time) and
such other compensation as set forth on Exhibit A hereto. Payments, if any,
to each Co-Distributor for services rendered hereunder shall be made by Great
Hall quarterly in arrears not later than the fifth business day following the
end of each calendar quarter in which said services were rendered.
7. LIMITATION OF THE CO-DISTRIBUTORS' AUTHORITY.
Each Co-Distributor shall be deemed to be an independent contractor and,
expect as specifically provided or authorized herein, shall have no authority
to act for or represent Great Hall or the Funds. In connection with each Co-
Distributors' role as an underwriter of Fund shares, each Co-Distributor shall
at all times be deemed an agent of Great Hall and the Funds and shall sell
Fund shares to purchasers thereof as agent and not as principal
8. SUBSCRIPTION FOR SHARES - REFUND FOR CANCELED ORDERS.
Each Co-Distributor shall effect the subscription of Fund shares as
agent for Great Hall and the applicable Fund. In the event that an order for
the purchase of shares of a Fund is placed with a Co-Distributor by a customer
or dealer and subsequently canceled, the applicable Co-Distributor, on behalf
of such customer or dealer, shall forthwith cancel the subscription for such
shares entered on the books of the applicable Fund, and, if such Co-
Distributor has paid the applicable Fund for such shares, such Co-Distributor
shall be entitled to receive from the applicable Fund in refund of such
payment the lesser of:
(a) the consideration received by the Fund for said shares;
(b) the net asset value of such shares at the time of cancellation by
the Co-Distributor.
9. REPORTS TO GREAT HALL DIRECTORS.
Appropriate officers of each Co-Distributor shall provide the directors
of Great Hall with such information as is required by any plan of distribution
adopted by Great Hall on behalf of any Fund pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "1940 Act") (said plan of
distribution, a "Plan").
10. INDEMNIFICATION OF GREAT HALL AND THE FUNDS.
Each Co-Distributor agrees to indemnify Great Hall and the Funds against
any and all litigation and other legal proceedings of any kind or nature and
against any liability, judgment, cost or penalty imposed as a result of such
litigation or proceedings in any way arising out of or in connection with the
sale or distribution of the Fund shares by such Co-Distributor. In the event
of the threat or institution of any such litigation or legal proceedings
against Great Hall or the Funds, the applicable Co-Distributor shall defend
such action on behalf of the applicable Fund(s) at such Co-Distributor's own
expense, and shall pay any such liability, judgment, cost or penalty resulting
therefrom, whether imposed by legal authority or agreed upon by way of
compromise and settlement; provided, however, neither Co-Distributor shall be
required to pay or reimburse Great Hall or the Funds for any liability,
judgment, cost or penalty incurred as a result of information supplied by, or
as the result of the omission to supply information by, Great Hall, or to
either or both Co-Distributors by a director, officer, or employee of Great
Hall who is not an interested person of the applicable Co-Distributor, unless
the information so supplied or omitted was available to the Co-Distributor or
the Funds' investment adviser without recourse to Great Hall or any such
interested person of Great Hall.
11. FREEDOM TO DEAL WITH THIRD PARTIES.
Each Co-Distributor shall be free to render services to others similar
to those rendered under this Agreement or of a different nature except as such
services may conflict with the services to be rendered or the duties to be
assumed hereunder.
12. EFFECTIVE DATE, DURATION, TERMINATION, AMENDMENT OF AGREEMENT.
(a) The effective date of this Agreement with respect to each Fund
shall be the date set forth on Exhibit A hereto.
(b) Unless sooner terminated as hereinafter provided, this Agreement
shall continue in effect with respect to each Fund for a period of one year
from the date of its execution but only as long as such continuance is
specifically approved at least annually (at a meeting in person called for the
purpose of voting on this Agreement) by (i) the Board of Directors of Great
Hall or by the vote of a majority of the outstanding voting securities of the
applicable Fund, and (ii) by the vote of a majority of the directors of Great
Hall who are not parties to this Agreement or "interested persons", as defined
in the 1940 Act, of either Co-Distributor or of Great Hall and, with respect
to any Fund for which Great Hall has adopted a Plan, who have no direct or
indirect financial interest in the operation of the Plan or in any agreement
related to the Plan (including, but not limited to, this Agreement).
(c) This Agreement may be terminated with respect to any Fund at any
time, without the payment of any penalty, by the vote (cast in person at a
meeting called for the purpose of voting on such approval) a majority of the
directors of Great Hall who are not parties to this Agreement or "interested
persons", as defined in the 1940 Act, of either Co-Distributor or of Great
Hall and, with respect to any Fund for which Great Hall has adopted a Plan,
who have no direct or indirect financial interest in the operation of the Plan
or in any agreement related to the Plan, or by the vote of a majority of the
outstanding voting securities of such Fund, or by either Co-Distributor, upon
60 days' written notice to the other parties.
(d) This Agreement shall automatically terminate in the event of its
"assignment" (as defined in the 1940 Act).
(e) No amendment to this Agreement shall be effective with respect to
any Fund until approved by the vote (cast in person at a meeting called for
the purpose of voting on such approval) of a majority of the directors of
Great Hall who are not parties to this Agreement or "interested persons", as
defined in the 1940 Act, of either Co-Distributor or of Great Hall and, with
respect to any Fund for which Great Hall has adopted a Plan, who have no
direct or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan.
(f) Wherever referred to in this Agreement, the vote or approval of the
holders of a majority of the outstanding voting securities or shares of a Fund
shall mean the lesser of (i) the vote of 67% or more of the voting securities
of such Fund present at a regular or special meeting of shareholders duly
called, if more than 50% of the Fund's outstanding voting securities are
present or represented by proxy, or (ii) the vote of more than 50% of the
outstanding voting securities of such Fund.
13. NOTICES.
Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate in writing for receipt of such notice.
14. INTERPRETATION; GOVERNING LAW.
This Agreement shall be subject to and interpreted in accordance with
all applicable provisions of law including, but not limited to, the Investment
Company Act of 1940, as amended, and the rules and regulations promulgated
thereunder. To the extent that the provisions herein contained conflict with
any such applicable provisions of law, the latter shall control. The laws of
the State of Minnesota shall otherwise govern the construction, validity and
effect of this Agreement.
IN WITNESS WHEREOF, Great Hall and the Co-Distributors have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
GREAT HALL INVESTMENT FUNDS, INC.
By Xxxxx X. Xxxxxx
Its Chief Executive Officer
XXXX XXXXXXXX INCORPORATED
By Xxxxx Xxxxx
Its Vice President
XXXXXXXX XXXXXX RESFNES, INC.
By Xxxxxxx Xxx
Its Senior Vice President
EXHIBIT A
to
CO-DISTRIBUTOR AGREEMENT
FUND EFFECTIVE DATE COMPENSATION
Great Hall Prime Money Market March 17, 1992 (1)
Fund (Series A)
Great Hall U.S. Government March 17, 1992 (1)
Money Market Fund (Series B)
Great Hall Tax-Free Money March 17, 1992 (1)
Market Fund (Series C)
Great Hall National Tax- March 17, 1992 (2)
Exempt Fund (Series D)
Great Hall Minnesota March 17, 1992 (2)
Insured Tax-Exempt Fund
(Series E)
___________________________________
(1) It is understood and agreed by the parties hereto that, with
respect to each of Series A, Series B and Series C of Great Hall,
sales of shares of each of said series by the Co-Distributors will
benefit the investment adviser of each of said series (which
investment adviser is an affiliate of each Co-Distributor), and,
therefore, neither Co-Distributor shall receive any additional
compensation for services it performs hereunder with respect to
Series A, Series B and Series C.
(2) In addition to the sales charge applicable to each of Series D and
Series E of Great Hall (as set forth in each series' current
prospectus), each Co-Distributor shall receive a quarterly
distribution fee equal to one-quarter of .30% of that portion of
each series' respective average daily net assets (during such
calendar quarter) that are attributable to shareholder accounts of
such Co-Distributor. Such quarterly fee shall be used by each Co-
Distributor to compensate broker-dealers, including the Co-
Distributors and their registered representatives, for their sale
of shares of Series D and Series E and may also be used to pay
other advertising and promotional expenses in connection with the
distribution of said shares, as more fully set forth in the Plan
applicable to Series D and Series E. Such quarterly fee may be
waived in whole or in part by the parties hereto.
