SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 *
(File No. 33-41395)
Pre-Effective Amendment No. __
Post-Effective Amendment No. 9 *
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 *
(File No. 811-6340)
Amendment No. 10 *
(Check appropriate box or boxes.)
GREAT HALL INVESTMENT FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
60 South Sixth Street, Minneapolis, Minnesota 55402
(Address of Principal Executive Offices) (Zip Code)
(612) 371-7765
(Registrant's Telephone Number, including Area Code)
J. Scott Spiker
60 South Sixth Street, Minneapolis, Minnesota 55402
(Name and Address of Agent for Service)
Copies to:
Matthew L. Thompson John R. Houston
Faegre & Benson LLP Lindquist & Vennum PLLP
2200 Norwest Center 80 South Eighth Street
90 South Seventh Street Minneapolis, Minnesota 55402
Minneapolis, Minnesota 55402
It is proposed that this filing will become effective (check appropriate box):
___ immediately upon filing pursuant to paragraph (b) of Rule 485
___ on December 1, 1996 pursuant to paragraph (b) of Rule 485
___ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
___ on [date] pursuant to paragraph (a)(1) of Rule 485
___ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
X on August 1, 1997 pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
___ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
The Registrant has registered an indefinite number of shares of common stock
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The Registrant's most recent Rule 24f-2 Notice was filed
with the Commission on or about September 26, 1996.
<PAGE>
CROSS REFERENCE SHEET FOR ITEMS REQUIRED BY FORM N-1A
(Great Hall Institutional Prime Money Market Fund)
Item No.
of Form N-1A Caption in Prospectus
------------ ---------------------
1 Cover Page
2 Fees and Expenses
3 Not applicable.
4 Investment Objective and Policies; Certain Investment
Strategies and Restrictions; Description of the Fund
5 Investment Management; Description of the Fund; Custodian
and Accounting Services Agents
5A Not Applicable
6 Description of the Fund; Distributions; Taxes
7 How to Invest; Net Asset Value
8 How to Redeem Shares; Net Asset Value
9 Not Applicable
Caption in Statement of Additional Information
----------------------------------------------
10 Cover Page
11 Contents
12 Not Applicable
13 Investment Policies; Investment Restrictions
14 Directors and Officers
15 General Information
16 Management and Distribution Agreements
17 Portfolio Transactions
18 General Information
19 Determination of Net Asset Value
20 Taxes
21 Not Applicable
22 Calculation of Performance Data
23 Financial and Other Information
<PAGE>
GREAT HALL INVESTMENT FUNDS, INC.
Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A
Explanatory Note to Registration Statement
Great Hall Investment Funds, Inc. (the "Registrant") currently is
authorized to issue its shares in four series, as follows:
Series A -- Great Hall Prime Money Market Fund ("Prime Fund");
Series B -- Great Hall U.S. Government Money Market Fund
("Government Fund");
Series C -- Great Hall Tax-Free Money Market Fund ("Tax-Free
Fund"); and
Series F -- Great Hall Institutional Prime Money Market Fund
("Institutional Fund").
Part A consists of two prospectuses -- one prospectus for Prime Fund,
Government Fund and Tax-Free Fund, and a separate prospectus for Institutional
Fund. This Post-Effective Amendment effects the registration of Institutional
Fund and its shares (Series F) and does not effect any amendment to the
Prospectus of Prime Fund, Government Fund and Tax-Free Fund; therefore, such
prospectus is not included herewith, and only the prospectus of the
Institutional Fund is included in this Post-Effective Amendment.
Likewise, Part B consists of two Statements of Additional Information
("SAIs") -- one SAI for Prime Fund, Government Fund and Tax-Free Fund, and a
separate SAI for Institutional Fund. This Post-Effective does not effect any
amendment to the SAI of Prime Fund, Government Fund and Tax-Free Fund;
therefore, such SAI is not included herewith, and only the SAI of the
Institutional Fund is included in this Post-Effective Amendment.
<PAGE>
GREAT HALL INVESTMENT FUNDS, INC.
Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A
PART A
PROSPECTUS
OF
GREAT HALL INSTITUTIONAL PRIME MONEY MARKET FUND
(a series of Great Hall Investment Funds, Inc.)
<PAGE>
GREAT HALL
INSTITUTIONAL PRIME MONEY MARKET FUND [LOGO]
60 South Sixth Street
Minneapolis, Minnesota 55402
(800) 934-6674
Great Hall Institutional Prime Money Market Fund (the "Fund"), is a
diversified series of Great Hall Investment Funds, Inc. ("Great Hall"), an
open-end management investment company which currently offers its common shares
in four series.
The Fund's investment objective is to achieve as high a level of current
income obtainable from investments in short-term securities as is consistent
with prudent investment management, the preservation of capital and the
maintenance of liquidity. The Fund invests in a variety of high quality money
market instruments. The Fund seeks to maintain a net asset value of $1.00 per
share. However, investments in the Fund is neither insured nor guaranteed by
the U.S. Government, and there is no assurance that the Fund will be able to
maintain a stable net asset value of $1.00 per share.
AS WITH ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus pertains only to the Fund and does not pertain to any
other series of Great Hall. This Prospectus sets forth concisely the
information about the Fund that a prospective investor should know before
investing. Please read this Prospectus carefully before investing and retain
it for future reference. A Statement of Additional Information containing more
information about the Fund, dated August 1, 1997 (which is incorporated herein
by reference), has been filed with the Securities and Exchange Commission (the
"SEC") and is available upon request and without charge by calling Great Hall
at the number listed above.
Prospectus dated August 1, 1997
The "Great Hall" name is a trademark of Interra Financial Inc.
("Interra"). Interra licenses this trademark in connection with a number of
investment products and services (including the Great Hall Investment Funds,
Inc.) sponsored or distributed by Interra or its subsidiaries.
No person is authorized to give any information or to make any
representations not contained in this Prospectus or in the Fund's official
sales literature; and any information or representation not contained herein
must not be relied upon as having been authorized by the Fund. Great Hall is
registered as an open-end management investment company under the Investment
Company Act of 1940 (the "1940 Act"). Such registration does not imply that
the Fund or any of its shares have been guaranteed, sponsored, recommended or
approved by the United States or any state or any agency or officer thereof
This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, securities in any state to any person to whom it is not
lawful to make such an offer or solicitation in such state.
FEES AND EXPENSES
The Fund is sold without a sales charge or any deferred sales load, and
there are no redemption fees or exchange fees. The following table illustrates
all anticipated fees and expenses that a shareholder of a Fund will incur.
Annual Fund Operating Expenses
(as a percentage of average net assets):
Management Fees 0.25%
12b-1 Fees none
Other Expenses 0.15%
Total Fund Operating Expenses 0.40%
Example
You would pay the following expenses on a $1,000 investment assuming
(1) a 5% annual return and (2) redemption at the end of each time period
One Year $4
Three Years 13
The purpose of the above fees and expenses table is to assist the
investor in understanding the various costs and expenses that an investor in a
Fund will bear directly or indirectly. The above example should not be
considered representative of past or future expenses. Actual expenses may be
greater or less than those shown. The Fund's investment adviser, Insight
Investment Management ("Insight"), a division of Interra Advisory Services,
Inc. ("IAS"), and/or each Fund's co-distributors, Dain Bosworth Incorporated
and Rauscher Pierce Refsnes, Inc. (the "Co-Distributors"), from time to time
may voluntarily waive or absorb certain Fund fees and expenses. Any such
program may be instituted or discontinued at any time in the sole discretion of
Insight and/or the Co-Distributors. IAS and the Co-Distributors are wholly
owned subsidiaries of Interra.
INVESTMENT OBJECTIVES AND POLICIES
The Fund's investment objective (set forth on the cover page), along with
the investment policies identified as "fundamental", may not be changed without
the affirmative vote of the majority of the Fund's outstanding voting shares
(as defined in the 1940 Act). All other policies may be changed by the Board
of Directors of Great Hall without shareholder approval. There can be no
guarantee that the Fund's investment objective.
The Fund is designed for investors with cash reserves or temporary cash
balances seeking to maximize current income with a minimum of capital risk and
inconvenience while maintaining liquidity on a day-to-day basis without
penalty. The Fund has adopted procedures that are designed to maintain a net
asset value of $1.00 per share for purposes of purchases and redemptions.
However, there can be no assurance that the Fund will be able to maintain a
$1.00 per share net asset value.
The securities in which the Fund invests may not earn as high a level of
current income as longer-term or lower-quality securities, which generally have
less liquidity, greater market risk and more fluctuation in market value.
The Fund may invest in obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; corporate debt obligations rated
AA or better by Standard & Poor's Corporation ("S&P") or Aa or better by
Moody's Investors Service, Inc. ("Moody's); obligations of banks and savings
and loans that are members of the Federal Deposit Insurance Corporation (the
"FDIC"), which obligations may include, but are not limited to, certificates of
deposit, bankers acceptances (bills of exchange used to finance foreign trade)
and letters of credit (commercial paper backed by a commercial bank or other
financial institution); high grade commercial paper (unsecured indebtedness of
business or banking firms); and repurchase agreements secured by the foregoing.
The Fund does not intend to concentrate its investments in any one industry but
reserves the freedom of action to concentrate in government securities and
securities issued or guaranteed by domestic banks and United States branches of
foreign banks that are subject to the same regulation as United States banks
The Fund may invest in deposit obligations of banks and savings and loans
that are members of the FDIC. Such obligations are not necessarily guaranteed
by the FDIC. Deposit obligations of domestic banks and savings and loans are
insured by the FDIC up to a maximum of $100,000, which limitation applies to
all funds that the Fund may have on deposit at any one bank or savings and
loan.
The Fund may also invest in U.S. dollar-denominated commercial paper and
other short-term obligations issued by foreign entities and U.S.
dollar-denominated obligations of foreign depository institutions and their
foreign branches and subsidiaries, such as certificates of deposit, bankers'
acceptances, time deposits and deposit notes. Obligations of foreign branches
and subsidiaries of foreign deposit institutions may be the general obligation
of the parent institution or may be limited to the issuing branch or subsidiary
by the terms of the specific obligation or by government regulation. The Fund
will not invest more than 25% of its total assets (taken at market value at the
time of each investment) in the obligations specified in this paragraph
The Fund may also invest in obligations of states and their agencies,
instrumentalities and political subdivisions that bear interest generally
includable in gross income for federal income tax purposes (collectively,
"taxable municipal securities"). Certain taxable municipal securities are not
"general obligations" (obligations secured by the full faith and credit or
taxing power of a governmental body) and, in those cases, are repayable only
from such revenues as may be pledged to repay such securities. The Fund will
not invest more than 5% of its total assets (taken at market value at the time
of each investment) in taxable municipal securities.
Investments in foreign securities and taxable municipal securities are
subject to the same general credit review and credit quality standards as are
applicable to the securities in which the Fund is permitted to invest.
However, the financial information available on these obligations may be more
limited than what is available for securities that are registered with the SEC
or that otherwise are issued by entities that are required to file reports
under the Securities Exchange Act of 1934, as amended. Foreign securities are
subject to other risks that may include unfavorable political and economic
developments and possible withholding taxes or other governmental restrictions
that might affect the principal or interest on securities owned by the Fund.
Rule 2a-7 Standards
The Fund is managed in accordance with Rule 2a-7 under the 1940 Act
("Rule 2a-7"), which imposes strict portfolio quality, maturity and
diversification standards on money market funds. Great Hall's Board of
Directors has adopted guidelines designed to ensure the Fund's compliance with
Rule 2a-7, and the Board oversees Insight's day-to-day determinations that the
Fund is in compliance with Rule 2a-7. In certain respects, as described below,
the Fund is managed in accordance with standards that are more strict than
those required by Rule 2a-7.
Quality Standards. The Fund must invest exclusively in U.S. dollar-
denominated investments that present minimal credit risk and are within Rule
2a-7's definition of "Eligible Securities." Eligible Securities include, among
others, securities that are rated by two Nationally Recognized Statistical
Rating Organizations ("NRSROs") (or if only one NRSRO has rated such security,
then by that one NRSRO) in one of the two highest short-term rating categories
(such as A-1 or A-2 by S&P and/or Prime-1 or Prime-2 by Moody's), or unrated
securities that are deemed to be of comparable quality. The Fund invests
exclusively in securities with two NRSRO ratings. Although permitted by Rule
2a-7, the Fund currently does not intend to invest in unrated securities.
Maturity Standards. Each Fund investment must mature (or be deemed by
Rule 2a-7 to mature) within 397 days of the time of investment. In addition,
the Fund must maintain a dollar-weighted average portfolio maturity of 90 days
or less.
Diversification Standards. Immediately after the purchase of any
investment (other than a U.S. Government security or a security that is subject
to a certain form of unconditional demand feature), the Fund may not have
invested more than 5% of its total assets in securities issued by such issuer,
except for certain temporary investments.
In addition, Rule 2a-7 imposes strict limits on the Fund's investments in
"Second Tier Securities," generally requiring that at least 95% of the Fund's
investments must be in "First Tier Securities." The Fund will invest
exclusively in First Tier Securities. "First Tier Securities" are defined
generally as Eligible Securities rated by two NRSROs (or if only one NRSRO has
rated such security, then by that one NRSRO) in the highest short-term rating
categories (such as A-1 by S&P and/or Prime-1 by Moody's), or unrated
securities that are deemed to be of comparable quality. Second Tier Securities
are all Eligible Securities other than First Tier Securities.
CERTAIN INVESTMENT STRATEGIES AND RESTRICTIONS
Repurchase Agreements. The Fund may invest in repurchase agreements. A
repurchase agreement involves the purchase by a Fund of securities with the
condition that, after a stated period of time, the original seller (which must
be approved by the Board of Directors of Great Hall and which must be among the
100 largest commercial banks or a primary reporting dealer that reports to the
Federal Reserve Bank of New York) will repurchase the security at a mutually
agreed upon time and price. Repurchase agreements, and risks associated with
investments therein, are more fully described in the Statement of Additional
Information.
Illiquid Investments. The Fund is permitted to invest up to 10% of its
assets in all forms of "illiquid" investments and may invest without limitation
in certain "restricted" securities which Insight (pursuant to standards
established by Great Hall's Board of Directors, as described more fully in the
Statement of Additional Information), has determined are liquid.
Investment Restrictions. The Fund has adopted certain fundamental
investment restrictions (set forth in their entirety in the Statement of
Additional Information), which may not be changed without approval of
shareholders owning a majority of the Fund's outstanding shares, as defined in
the 1940 Act. These restrictions provide, among other matters, that the Fund
may not invest more than 25% of its total assets in any one industry. This
restriction will not apply to securities issued or guaranteed by United States
banks or United States branches of foreign banks that are subject to the same
regulation as United States banks, or to securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities (including repurchase
agreements fully collateralized by such U.S. Government or agency securities).
In addition, the Fund has adopted certain non-fundamental investment
restrictions (also set forth in their entirety in the Statement of Additional
Information), which may be changed by Great Hall's Board of Directors without
approval by the Fund's shareholders. These restrictions provide, among other
matters, that the Fund may not invest in securities issued by other investment
companies in excess of limits imposed by applicable law, or invest more than
10% of its net assets in illiquid investments, including but not limited to
repurchase agreements maturing in more than seven days. If any fundamental or
non-fundamental percentage restriction is adhered to at the time of investment,
a later increase or decrease in such percentage resulting from a change in
values or net assets will not be considered a violation thereof.
INVESTMENT MANAGEMENT
Insight, 60 South Sixth Street, Minneapolis, Minnesota 55402, serves as
the Fund's investment adviser. Pursuant to the investment advisory agreement
in effect between the Fund and Insight (the "Advisory Agreement"), Insight
manages the investment and reinvestment of the Fund's assets in accordance with
the Fund's investment objective, policies and limitations, subject to the
general supervision and control of Great Hall's Board of Directors. In
addition, Insight is responsible for the overall management of the Fund's
business affairs, subject to the authority of the Board of Directors of Great
Hall. Under the Advisory Agreement, Insight furnishes office facilities and
clerical and administrative services to the Fund and, together with its
affiliates, the Co-Distributors, may also bear certain promotional expenses,
including a portion of the costs of printing and distributing prospectuses
utilized for promotional purposes. Insight also performs and bears the
internal costs of research, statistical analysis and continuous supervision of
the investment portfolios of the Fund. Insight has been registered with the
SEC as an investment adviser since 1983, and has been a portfolio manager of
publicly offered investment companies since 1986.
Under the Advisory Agreement, Insight is entitled to receive a monthly
advisory fee equal on an annual basis to 0.25% of the Fund's average daily net
assets.
The Fund pays all its expenses that are not expressly assumed by Insight.
These expenses include, among others, the advisory fee, the fees and expenses
of directors of Great Hall who are not "affiliated persons" of Insight,
interest expense, taxes, brokerage fees and commissions, fees and expenses of
registering and qualifying the Fund and its shares for distribution under
federal and state securities laws, expenses of preparing prospectuses and of
printing and distributing prospectuses annually to existing shareholders,
custodian and portfolio accounting charges, auditing and legal expenses,
insurance expense, association membership dues, and the expense of
shareholders' reports, meetings and proxy solicitations. The Fund is also
liable for such nonrecurring expenses as may arise, including litigation to
which the Fund may be a party. The Fund and/or Great Hall may have an
obligation to indemnify its directors and officers with respect to such
litigation.
HOW TO INVEST
You may purchase shares of the Fund through the Co-Distributors at the
net asset value next determined following receipt of an order in federal funds.
The Fund is sold without a sales charge. A minimum investment of $1 million is
required.
You may open an account and make your initial investment in the Fund by
contacting your investment executive. See "Shareholder Services." Great Hall
and the Co-Distributors reserve the right to reject in whole or in part any
order to purchase shares of the Fund. The Fund does not issue share
certificates.
HOW TO REDEEM SHARES
You may redeem shares for cash through one of the Co-Distributors at the
net asset value next computed after receipt of a redemption request in proper
form. If shares have been purchased by check and are being redeemed, the
purchase check must be collected before payment for the redemption can be made.
Redemption will be treated as a sale for federal income tax purposes. See
"Taxes."
Under the 1940 Act, the right of redemption may be suspended or the date
of payment postponed for more than seven days at times when the New York Stock
Exchange, Inc. (the "NYSE") is closed other than customary weekend or holiday
closings, or when trading on the NYSE is restricted, or under certain emergency
circumstances as determined by the SEC.
NET ASSET VALUE
The net asset value of the Fund is determined as of the primary closing
time of the NYSE (currently 4:00 p.m. New York time), Monday through Friday,
except on: (a) days during which no Fund shares are tendered for redemption and
no order to purchase or sell Fund shares is received by the Fund; or (b) the
following national holidays: New Year's Day, President's Day, Good Friday,
Memorial Day (observed), Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
The Fund seeks to maintain a net asset value of $1.00 per share; however,
there is no assurance that the Fund will be able to maintain a stable net asset
value of $1.00 per share. Net asset value per share is calculated by
subtracting the Fund's liabilities from the value of its assets (based on the
amortized cost method) and dividing the result by the number of outstanding
shares of the Fund. The amortized cost method values the Fund's portfolio
securities at the Fund's acquisition cost as adjusted for amortization of
premium or accretion of discount rather than at their value based on current
market factors.
DISTRIBUTIONS
The Fund will declare dividends from net investment income daily, Monday
through Friday (except on customary national business holidays or when the
Fund's transfer agent is not open for business) at 3:00 p.m. Central time,
immediately prior to the determination of net asset value. The Fund will
distribute such dividends monthly on the last business day of each month. The
Fund does not expect to realize any net long-term capital gains. If such gains
are realized, however, they will be distributed at least annually and will be
taxable as "long-term" capital gains, regardless of the length of time the
shareholder has held the shares. Each daily dividend is payable on "shares of
record" at the time of its declaration. For this purpose, "shares of record"
means shares purchased for which payment has been received by the Co-
Distributors or the applicable Fund and excludes shares redeemed on the day of
the dividend declaration.
All dividends and distributions of the Fund will be reinvested in
additional shares of the Fund (including fractional shares where necessary) at
net asset value.
TAXES
The Fund intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),
during each taxable year. If so qualified, the Fund will not be subject to
federal income taxes to the extent net investment income and net capital gain
are timely distributed to shareholders.
All dividends other than capital gain dividends that will be paid to
shareholders will be taxable as ordinary income, even if reinvested in
additional shares. In the case of corporate shareholders, no dividends paid by
the Fund will qualify for the dividends received deduction for corporations.
Capital gain dividends will be taxable as capital gain, even if reinvested in
additional shares.
Under federal law, the income derived from obligations issued by the U.S.
Government and certain of its agencies and instrumentalities is exempt from
state individual income taxes. Most states that tax personal income permit
mutual funds to pass through this tax exemption to shareholders.
SHAREHOLDER SERVICES
Shareholder inquiries may be directed to Insight or your investment
executive. Written inquiries to Insight should be directed to Insight
Investment Management at the address set forth on the cover of this Prospectus.
You may call Insight, toll free, at (800) 934-6674.
The Fund intends to send to shareholders written notification of their
purchase or redemption transactions on a monthly basis in lieu of immediate
confirmation, within five business days after the end of each month. If there
is no purchase or redemption activity in a shareholder's account, a quarterly
statement will be sent.
PERFORMANCE
From time to time, the Fund may advertise its yield, which reflects the
rate of income the Fund earns on its investments as a percentage of its price
per share. All yield figures are based on historical earnings and are not
intended to indicate future performance.
The current yield of the Fund refers to the income generated over a
seven-day period (which period will be stated in the advertisement). The
income is then annualized. That is, the amount of income generated by the
investment that week is assumed to be generated each week over a 52-week period
and is shown as a percentage of the investment. The Fund's effective or
compounded yield is calculated similarly, but, when annualized, the income
earned by an investment in the Fund is assumed to be reinvested. The effective
or compounded yield will be slightly higher than the current yield because of
the compounding effect of this assumed reinvestment.
Performance advertising by the Fund may include total return data. The
Fund's total return refers to its overall change in value, assuming all
dividends and gains distributions are reinvested. Total return is calculated
by finding the average annual compounded rates of return of a hypothetical
investment over a specified period of time that would compare the initial
amount to the ending redeemable value of such investment.
The Fund may also use aggregate total return figures for various periods,
representing the cumulative change in value of an investment in the Fund for
the specific period (again reflecting change in Fund share prices and assuming
reinvestment of dividends and distributions). Aggregate total returns may be
shown by means of schedules, charts or graphs, and may indicate subtotals of
the various components of total return (i.e., change in value of initial
investment, income dividends and capital gains distributions).
The Fund's performance from time to time in reports or promotional
literature may be compared to generally accepted indices or analyses such as
those provided by Lipper Analytical Service, Inc., S&P, Dow Jones, CDA
Investment Technologies, Inc., Morningstar and Investment Company Data
Incorporated. Performance ratings reported periodically in national financial
publications also may be used.
DESCRIPTION OF THE FUND
Great Hall was incorporated under the laws of the State of Minnesota in
June 1991 and is registered with the SEC under the 1940 Act as an open-end
management investment company (commonly known as a "mutual fund"). This
registration does not involve supervision of management or investment policy by
an agency of the federal government. Currently, Great Hall offers its shares
in four separate series, including the Fund. One hundred billion shares have
been designated for issuance by the Fund.
Great Hall is not required under Minnesota law to hold annual or
periodically scheduled regular meetings of shareholders, and does not intend to
hold such meetings. The Board of Directors may convene shareholder meetings
when it deems appropriate and is required under Minnesota law to schedule
regular or special meetings in certain circumstances. Additionally, under
Section 16(c) of the 1940 Act, the Board of Directors of Great Hall must
promptly call a meeting of shareholders for the purpose of voting upon the
question of removal of any director when requested in writing to do so by the
record holders of not less than 10% of the outstanding shares.
Under Minnesota law, the Board of Directors has overall responsibility
for managing Great Hall in good faith, in a manner reasonably believed to be in
the best interests of Great Hall, and with the care an ordinarily prudent
person in a like position would exercise in similar circumstances. The Articles
of Incorporation of Great Hall limit the liability of directors to the fullest
extent permitted by law.
CUSTODIAN AND ACCOUNTING SERVICES AGENTS
Norwest Bank Minnesota, N.A., 733 Marquette Avenue, Minneapolis,
Minnesota 55479-0040, serves as the Fund's custodian. Rodney Square Management
Corporation, 1105 North Market Street, Fifth Floor, Wilmington, Delaware 19890-
0001 serves as the Fund's transfer agent. Investors Fiduciary Trust Company,
127 West 10th Street, Kansas City, Missouri 64105-1716, serves as the Fund's
fund accounting agent. The Co-Distributors and Interra Clearing Inc., also a
wholly-owned subsidiary of Interra, perform certain shareholder accounting
services for the Fund.
TABLE OF CONTENTS
Page
Fees and Expenses 2
Investment Objective and Policies 3
Certain Investment Strategies and Restrictions 5
Investment Management 5
How To Invest 6
How To Redeem Shares 6
Net Asset Value 6
Distributions 7
Taxes 7
Shareholder Services 7
Performance 8
Description of the Fund 8
Custodian and Accounting Services Agents 9
<PAGE>
GREAT HALL INVESTMENT FUNDS, INC.
Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A
PART B
STATEMENT OF ADDITIONAL INFORMATION
OF
GREAT HALL INSTITUTIONAL PRIME MONEY MARKET FUND
(a series of Great Hall Investment Funds, Inc.)
<PAGE>
GREAT HALL
INSTITUTIONAL PRIME MONEY MARKET FUND
60 South Sixth Street
Minneapolis, Minnesota 55402
(800) 934-6674
_________________________________________________
STATEMENT OF ADDITIONAL INFORMATION
dated August 1, 1997
_________________________________________________
Great Hall Institutional Prime Money Market Fund (the "Fund") is a
diversified series of Great Hall Investment Funds, Inc. ("Great Hall"), an
open-end management investment company which currently offers its common shares
in four series. This Statement of Additional Information relates only to the
Fund and does not relate to any other series of Great Hall.
This Statement of Additional Information is not a prospectus and should
be read in conjunction with the Fund's Prospectus dated August 1, 1997, which
has been filed with the Securities and Exchange Commission (the "SEC"). To
obtain a copy of the Prospectus, please call Great Hall or your investment
executive.
TABLE OF CONTENTS
Page
Investment Policies B-2
Investment Restrictions B-3
Taxes B-4
Portfolio Transactions B-5
Management and Distribution Agreements B-6
Determination of Net Asset Value B-7
Calculation of Performance Data B-7
Directors and Officers B-8
General Information B-10
Counsel and Auditors B-11
Financial and Other Information B-11
Appendix--Ratings of Investments A-1
No person has been authorized to give any information or to make any
representations other than those contained in this Statement of Additional
Information or the Prospectus dated August 1, 1997, and, if given or made, such
information or representations may not be relied upon as having been authorized
by Great Hall or the Co-Distributors (as defined herein). This Statement of
Additional Information does not constitute an offer to sell, or a solicitation
of an offer to buy, securities in any state or jurisdiction in which such
offering or solicitation may not lawfully be made. The delivery of this
Statement of Additional Information at any time shall not imply that there has
been no change in the Fund's affairs since the date hereof.
INVESTMENT POLICIES
The following information supplements that set forth under "Investment
Objectives and Policies" and "Certain Investment Strategies and Restrictions"
in the Prospectus and does not, standing alone, present a complete explanation
of the matters disclosed.
The Fund invests in high quality, domestic money market instruments,
including but not limited to marketable obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities (described below); corporate
debt obligations that are rated AA or better by Standard & Poor's Corporation
("S&P"), or Aa or better by Moody's Investors Service, Inc. ("Moody's");
obligations of banks and savings and loans that are members of the Federal
Deposit Insurance Corporation (the "FDIC"), which obligations may include, but
are not limited to, certificates of deposit, bankers' acceptances and
documented discount notes and letters of credit; high-grade commercial paper
guaranteed or issued by domestic corporations; and instruments (including
repurchase agreements) secured by such obligations.
Investments in obligations of banks and savings and loans are limited to:
(a) certificates of deposit issued by banks with assets in excess of
$500,000,000 or branches of such banks; (b) certificates of deposit or other
deposit obligations of savings and loans with assets in excess of $500,000,000;
and (c) bankers' acceptances, letters of credit or other obligations guaranteed
by banks meeting the above criteria. Bankers' acceptances are short-term
credit instruments used to finance the import, export, transfer or storage of
goods. They are termed "accepted" when a bank guarantees their payment at
maturity. Obligations issued or guaranteed by FDIC member institutions are not
necessarily guaranteed by the FDIC. Deposit obligations of domestic banks and
savings and loans are only insured by the FDIC up to a maximum of $100,000,
which limitation applies to all funds that Prime Fund may have on deposit at
any one bank or savings and loan. Bankers' acceptances and letters of credit
are not so insured. Deposit obligations of foreign banks or foreign branches
of domestic banks also are not covered by FDIC insurance; in addition, such
investments may involve other risks different from risks associated with
investments in deposit obligations of domestic banks, such as future political
and economic developments and the possible imposition of governmental
restrictions.
Permissible commercial paper investments generally consist of obligations
rated Prime-1 or A-1, or their subsequent equivalents, by Moody's or S&P, or
unrated commercial paper issued by companies with an unsecured debt issue
outstanding that is rated Aa or better by Moody's or AA or better by S&P.
Commercial paper constitutes unsecured indebtedness of business or banking
firms issued to finance their short-term financial needs. The Fund may also
purchase corporate debt obligations maturing within 397 days from the date of
acquisition with a minimum rating of Aa or AA.
Government Securities. The Fund may invest without limitation in
obligations of the United States Government or agencies or instrumentalities of
the United States Government ("Government Obligations"). Government Obligations
are backed in a variety of ways by the U.S. Government or its agencies or
instrumentalities. Some Government Obligations, such as U.S. Treasury bills,
notes and bonds and securities issued by the Government National Mortgage
Association ("GNMA"), are backed by the full faith and credit of the United
States Treasury. Others, such as those of the Federal Home Loan Banks, are
backed by the right of the issuer to borrow from the U.S. Treasury. Still
other Government Obligations, such as those issued by the Federal National
Mortgage Association ("FNMA"), the Federal Home Loan Mortgage Corporation
("FHLMC") and the Student Loan Marketing Association, are backed only by the
credit of the agency or instrumentality issuing the obligations and, in certain
instances, by the discretionary authority of the U.S. Government to purchase
certain obligations of the agency or instrumentality. In none of these cases,
however, does the United States Government guarantee the value or yield of the
Government Obligations themselves or the net asset value of the Fund's shares.
Repurchase Agreements. The Fund may enter into repurchase agreements with
respect to any of the securities in which the Fund may invest directly. A
repurchase agreement is an agreement under which the Fund will purchase a
security subject to resale to a bank or dealer at an agreed-upon price and
date. The transaction requires the collateralization of the seller's
obligation by the transfer to the Fund's custodian of eligible securities with
an initial market value, including accrued interest, equal to at least the
dollar amount invested by the Fund in each agreement, and with the value of the
underlying securities marked to market daily to maintain at least 100%
collateralization of the repurchase price (including accrued interest). A
default by the seller might cause the Fund to experience a loss or delay in the
liquidation of the collateral securing the repurchase obligation and might also
cause the Fund to incur disposition costs in liquidating the collateral.
However, the Fund intends to enter into repurchase agreements only with primary
dealers that report to the Federal Reserve Bank of New York or with the 100
largest U.S. commercial banks (as measured by domestic deposits).
Additionally, the Fund intends to follow the collateral custody, protection and
perfection guidelines recommended by the Comptroller of the Currency for the
use of national banks in their direct repurchase agreement activities. As a
non-fundamental policy, the Fund will not invest more than 10% of its net
assets in repurchase agreements maturing in more than 7 days and other illiquid
investments.
Illiquid Investments; Liquidity Guidelines. The Fund is permitted to
invest up to 10% of its assets in all forms of "illiquid" investments and may
invest without limitation in "restricted" securities which Insight (pursuant to
liquidity standards established by Great Hall's Board of Directors) has
determined are liquid. An investment is generally deemed to be "illiquid" if
it cannot be disposed of within seven days in the ordinary course of business
at approximately the amount at which the investment company is valuing the
investment. "Restricted securities" are securities which were originally sold
in private placements and which have not been registered under the Securities
Act of 1933 (the "1933 Act"). Such securities generally have been considered
illiquid by the staff of the Securities and Exchange Commission (the "SEC"),
since such securities may be resold only subject to statutory restrictions and
delays or if registered under the 1933 Act. However, the SEC has acknowledged
that a market exists for certain restricted securities (for example, securities
qualifying for resale to certain "qualified institutional buyers" pursuant to
Rule 144A under the 1933 Act). Additionally, Insight and the Fund believe that
a similar market exists for commercial paper issued pursuant to the private
placement exemption of Section 4(2) of the 1933 Act. The Fund may invest
without limitation in these forms of restricted securities if such securities
are deemed by Insight to be liquid in accordance with liquidity guidelines
established by Great Hall's Board of Directors. Under these guidelines,
Insight must consider (a) the frequency of trades and quotes for the security,
(b) the number of dealers willing to purchase or sell the security and the
number of other potential purchasers, (c) dealer undertakings to make a market
in the security, and (d) the nature of the security and the nature of the
marketplace trades (for example, the time needed to dispose of the security,
the method of soliciting offers and the mechanics of transfer). Investing in
restricted securities could have the effect of increasing the level of the
Fund's illiquidity to the extent that qualified purchasers of the securities
become, for a time, uninterested in purchasing these securities.
INVESTMENT RESTRICTIONS
Fundamental Investment Restrictions. In addition to the investment
objectives and those policies identified as fundamental in the Prospectus, the
Fund has adopted the following fundamental investment restrictions, which may
not be changed without approval of shareholders owning a majority of the Fund's
outstanding shares, which as used in the Prospectus and this Statement of
Additional Information means the lesser of: (a) 67% or more of the Fund's
shares present at a shareholders' meeting if more than 50% of the Fund's shares
are represented at the meeting in person or by proxy; or (b) more than 50% of
the Fund's outstanding shares. The Fund may not:
(1) borrow money or issue senior securities (as defined the
Investment Company Act of 1940, as amended), except that the Fund may
borrow money for temporary or emergency non-investment purposes such as
to accommodate abnormally heavy redemption requests, and then only in an
amount not exceeding 5% of the value of its total assets at the time of
borrowing;
(2) underwrite securities issued by other persons, except insofar
as the Fund may be deemed an underwriter under the Securities Act of
1933, as amended, in selling portfolio securities;
(3) invest more than 25% of its total assets in any one industry;
provided that this restriction shall not apply to (i) securities issued
or guaranteed by United States banks or United States branches of foreign
banks that are subject to the same regulation as United States banks, or
(ii) securities issued or guaranteed by the U.S. Government, its agencies
or instrumentalities and to repurchase agreement fully collateralized by
securities that are issued or guaranteed by the U.S. Government, its
agencies or instrumentalities;
(4) purchase or sell real estate or real estate mortgage loans
(although the Fund may invest in obligations secured by interests in real
estate), commodities, commodity contracts (including futures contracts),
real estate partnership interests and oil, gas and mineral leases; or
(5) make loans, other than by entering into repurchase agreements
and through the purchase of other permitted investments in accordance
with its investment objective and policies.
If the issuer of a security is within a given industry and the security
is guaranteed by an entity within a different industry, the industry of the
guarantor rather than that of the issuer shall be deemed to be the industry for
purposes of applying the test in investment restriction number 3 above.
Non-Fundamental Investment Restrictions. In addition, the Fund has
adopted certain non-fundamental investment restrictions, which may be changed
by the Board of Directors of Great Hall without approval by the Fund's
shareholders. As non-fundamental policies, the Fund may not:
(1) invest in companies for the purpose of exercising control or
management;
(2) invest in securities issued by other investment companies in
excess of limits imposed by applicable law.
(3) invest more than 10% of its net assets in illiquid
investments, including but not limited to repurchase agreements maturing
in more than seven days;
(4) pledge, mortgage or hypothecate its assets, except that to
secure permitted borrowings; or
(5) sell securities short or purchase any securities on margin,
except for such short-term credits as are necessary for clearance of
portfolio transactions.
Percentage Restrictions. If a fundamental or a non-fundamental
percentage restriction or limitation is adhered to at the time of investment, a
later increase or decrease in such percentage resulting from a change in values
or net assets will not be considered a violation thereof.
TAXES
Taxation of the Fund-In General
The Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). To
so qualify, the Fund must, among other things; (a) derive in each taxable year
at least 90% of its gross income from dividends, interest, payments with
respect to securities loans, gains from the sale or other disposition of stock,
securities or foreign currencies, or other income derived with respect to its
business of investing in such stock, securities or currencies (the "90% test");
(b) derive in each taxable year less than 30% of its gross income from the sale
or other disposition of stock or securities held for less than three months
(the "30% test"); and (c) satisfy certain diversification requirements at the
close of each quarter of the Fund's taxable year.
As a regulated investment company, the Fund will not be liable for
federal income taxes on the part of its taxable net investment income and net
capital gains, if any, that it distributes to shareholders if at least 90% of
its net investment income and net short-term capital gain for the taxable year
is distributed. However, if for any taxable year the Fund does not satisfy the
requirements of Subchapter M of the Code, all of its taxable income will be
subject to tax at regular corporate rates without any deduction for
distributions to shareholders, and such distributions will be taxable to
shareholders as ordinary income to the extent of the Fund's current or
accumulated earnings and profits.
The Fund will be liable for a nondeductible 4% excise tax on amounts not
distributed on a timely basis. To avoid the tax, during each calendar year the
Fund must distribute: (a) at least 98% of its ordinary income (not taking into
account any capital gains or losses) for the calendar year; (b) at least 98% of
its capital gain net income for the twelve-month period ending on October 31
(or December 31, if the Fund so elects); and (c) any portion (not taxed to the
Fund) of the respective balances from the prior year. The Fund intends to make
sufficient distributions to avoid this 4% excise tax.
The Fund, or a shareholder's broker with respect to the Fund, is required
to withhold federal income tax at a rate of 31% of the dividends, capital gains
distributions and proceeds of redemptions if a shareholder fails to furnish the
Fund with a correct taxpayer identification number ("TIN") or to certify that
the shareholder is exempt from such withholding or if the Internal Revenue
Service notifies the Fund or broker that the shareholder has provided the Fund
with an incorrect TIN or failed to properly report dividend or interest income
for federal income tax purposes. Any such withheld amount will be fully
creditable on each shareholder's individual federal income tax return. An
individual's TIN is his or her social security number.
The foregoing is only a summary of some of the important federal tax
considerations generally affecting the Fund and its shareholders. No attempt
is made to present a detailed explanation of the federal or state income tax
treatment of the Fund or its shareholders, and this discussion is not intended
as a substitute for careful tax planning. Each investor is advised to consult
his or her tax adviser regarding specific questions as to federal, state, local
and foreign taxation.
PORTFOLIO TRANSACTIONS
As provided in the investment advisory agreement in effect between
Insight and the Fund, Insight makes investment decisions and decisions as to
the execution of portfolio transactions for the Fund, subject to the general
supervision of the Board of Directors of Great Hall. At times, investment
decisions may be made to purchase or sell the same investment security for more
than one account over which Insight exercises investment discretion (including
the Fund), in which case the transactions will be allocated as to amount and
price in a manner considered equitable to each such account.
Under the 1940 Act, persons affiliated with Great Hall are prohibited
from dealing with Great Hall as a principal in the purchase and sale of
investments. Since over-the-counter transactions are usually principal
transactions, affiliated persons of Great Hall may not serve as a dealer in
connection with such transfers or commitments. The 1940 Act also prohibits
Great Hall from purchasing a security being publicly underwritten from a
syndicate in which any affiliated person is a principal underwriter except in
accordance with certain limitations. Furthermore, Great Hall may not use any
affiliated person as a broker or dealer in executing portfolio transactions
without complying with the limitations imposed by the rules of the SEC, which
rules require the commissions, fees or other remuneration received by such
affiliated broker or dealer be: (a) reasonable and fair compared to the
commissions, fees or other remuneration paid to other brokers or dealers in
connection with comparable transactions involving similar securities being
purchased or sold on a securities exchange during a comparable period of time;
and (b) at least as favorable as commissions contemporaneously charged by such
affiliated broker or dealer on comparable transactions for its most favored
comparable unaffiliated customers.
Most purchase and sale transactions with respect to the Fund are with the
issuer or an underwriter or with major dealers of securities acting as
principals. Such transactions are normally on a net basis and generally do not
involve payment of brokerage commissions. However, the cost of securities
purchased from an underwriter normally includes a commission paid by the issuer
to the underwriter. Purchases or sales from or to dealers will normally
reflect the spread between bid and ask prices.
In effecting purchases and sales of portfolio securities for the Fund,
Insight will place orders in such manner as in its opinion will offer the best
price and market for the execution of each transaction. Among two or more
dealers offering the best price and execution, such dealers may also evaluated
by Insight on the basis of their furnishment of research information and
statistical and other services to Insight. It is not always possible to place
a dollar value on information and services received from dealers. Since it is
only supplementary to Insight's own research efforts, the receipt of research
information is not expected to reduce significantly Insight's expenses.
Insight may also consider, subject to its requirement to seek best execution,
sales by dealers of the Fund shares.
MANAGEMENT AND DISTRIBUTION AGREEMENTS
Investment Adviser; Investment Advisory Agreement
Insight serves as the Fund's investment adviser. Insight is a division
of Interra Advisory Services Inc. ("IAS"), a wholly-owned subsidiary of Interra
Financial Incorporated ("Interra"). Each Co-Distributor likewise is a wholly-
owned subsidiary of Interra.
Pursuant to an investment advisory agreement (the "Advisory Agreement"),
Insight performs and bears the internal cost of research, statistical analysis
and continuous supervision of the Fund's investment portfolio and furnishes
office facilities and certain clerical and administrative services to the Fund.
In addition, Insight bears all promotional expenses, including the cost of
printing and distributing prospectuses utilized for promotional purposes.
Other expenses are borne by the Fund including, but not limited to, taxes,
interest, brokerage fees and commissions, and costs and expenses associated
with the following matters and services: registration and qualification of
Great Hall, the Fund and its shares with the SEC and the various states;
services of the Fund's custodian, transfer agent, dividend disbursing agent,
accounting services agent, shareholder services agent, independent auditors and
outside legal counsel; maintenance of corporate existence; preparation,
printing and distribution of prospectuses to existing Fund shareholders;
services of Great Hall directors who are not employees of Insight or of the Co-
Distributors or any of their affiliates; directors' and shareholders' meetings,
including the printing and mailing of proxy materials; insurance premiums for
fidelity and other coverage; issuance and sale of Fund shares (to the extent
not borne by the Co-Distributors under their agreement with Great Hall);
redemption of Fund shares; association membership dues; preparation, printing
and mailing of shareholder reports; and portfolio pricing services, if any.
Expenses borne by Great Hall and attributable to only one series of Great Hall
will be allocated to that series; expenses that are not specifically allocable
to any one series will be allocated among all series (including the Fund) in a
manner and on a basis determined in good faith by the Board of Directors of
Great Hall, including a majority of the Directors who are not "interested"
persons of Great Hall or Insight, to be fair and equitable.
Under the Advisory Agreement, Insight receives a monthly advisory fee
equal on an annual basis to .25% of the average daily value of the Fund's net
assets.
The Advisory Agreement continues in effect from year to year, if
specifically approved at least annually by a vote cast in person at a meeting
called for such purpose by a majority of the Directors of Great Hall, and a
majority of the Directors who are not "interested persons" (as defined in the
1940 Act) of Great Hall or Insight ("Independent Directors"). The Advisory
Agreement may be terminated by either party thereto, by the Independent
Directors or by a vote of the holders of a majority of the outstanding
securities of Great Hall, at any time, without penalty, upon 60 days' written
notice, and automatically terminates in the event of an assignment.
Termination will not affect the right of Insight to receive payment of any
unpaid balance of the compensation earned prior to termination.
The Co-Distributors
Shares of the Fund are continuously offered by and through the Co-
Distributors pursuant to a Co-Distributor Agreement. The Co-Distributors are
not obligated under such agreement to sell any certain number of Fund shares.
The Co-Distributors may enter into dealer agreements with other dealers,
pursuant to which such dealers also may sell Fund shares. The Fund has agreed
to indemnify the Co-Distributors and their affiliates, to the extent permitted
by applicable law, against certain liabilities under the 1933 Act.
DETERMINATION OF NET ASSET VALUE
The Fund's net asset value per share will be calculated in accordance
with generally accepted accounting principles and the applicable rules and
regulations of the SEC. The Fund values its portfolio securities using the
amortized cost method. This method involves valuing a security at its cost and
thereafter accruing any discount or premium at a constant rate to maturity. By
declaring these accruals to the Fund's shareholders in the daily dividend, the
value of the Fund's assets and, thus, its net asset value per share, will
generally remain constant. Although this method provides certainty in
valuation, it may result in periods during which the value of the Fund's
securities, as determined by amortized cost, is higher or lower than the price
the Fund would receive if it sold the securities. During such periods, the
yields on Fund shares may differ somewhat from that obtained in similar funds
with identical investments utilizing a method of valuation based upon market
prices and estimates of market prices for all of their portfolio securities.
In connection with the use of the amortized cost method, the Fund
maintains a dollar-weighted average portfolio maturity of 90 days or less and
purchase only portfolio securities having remaining maturities of 397 days or
less. Great Hall's Board of Directors has established procedures designed to
stabilize, to the extent reasonably possible, the Fund's net asset value per
share, as computed for purposes of sales and redemptions, at $1.00. Such
procedures include review of the Fund's portfolio holdings by the Board of
Directors of Great Hall at such intervals as it may deem appropriate to
determine whether the Fund's net asset value calculated by using available
market quotations deviates from $1.00 per share and, if so, whether such
deviation may result in material dilution or may be otherwise unfair to
existing shareholders. In the event that the Board of Directors determines
that a material deviation from net asset value exists, the Board will take such
corrective action as it deems necessary and appropriate, which action might
include selling portfolio securities prior to maturity to realize capital gains
or losses or to shorten average portfolio maturity, withholding dividends, or
establishing net asset values per share by using available market quotations.
CALCULATION OF PERFORMANCE DATA
Yield
As stated in the Prospectus, the Fund from time to time may advertise its
yield.
The Fund's current yield will be computed by determining the change,
exclusive of capital changes, in the value of a hypothetical pre-existing
account having a balance of one share at the beginning of a seven-day period,
and dividing the change by the value of the account at the beginning of the
base period to obtain the base period return, and then multiplying the base
period return by (365/7), with the resulting yield figure carried to at least
the nearest hundredth of one percent.
The Fund's effective or compounded yield will be computed by determining
the change, exclusive of capital changes, in the value of a hypothetical pre-
existing account having a balance of one share at the beginning of a seven-day
period, and dividing the change by the value of the account at the beginning of
the base period to obtain the base period return, and then compounding the base
period return by adding 1, raising the sum to a power equal to 365 divided by
7, and subtracting 1 from the result, according to the following formula:
Effective yield = [(Base period return + 1) 365/7] - 1
DIRECTORS AND OFFICERS
Directors and officers of Great Hall, together with information as to
their principal occupations during the past five years, are set forth below.
Except as otherwise set forth below, the address of each officer and director
is the same as that of Great Hall - 60 South Sixth Street, Minneapolis,
Minnesota 55402.
Principal Occupations During the
Name and Address Position Past Five Years and Other Affiliations
- ---------------- -------- --------------------------------------
T. Geron ("Jerry") Bell Director President of the Minnesota Twins
34 Puckett Place Baseball Club Incorporated since 1987.
Minneapolis, MN 55415
Sandra J. Hale Director President of Enterprise Management,
2308 West Lake of the Int'l. since 1991; Minnesota
Isles Pkwy. Commissioner of Administration from
Minneapolis, MN 55405 1982 to 1990.
Ron James* Director President and Chief Executive Officer
150 South Fifth Street, of Ceridian Corporation-Human Resources
Suite 3300 Group since January 1996; Vice-
Minneapolis, MN 55402 President - Minnesota of U.S. West
Communications from 1990 to
December 1995; Vice President and
General Manager-Large Business
Markets of U.S. West
Communications from 1987 to 1990;
Director of The St. Paul Companies
since 1993.
Jay H. Wein Director Independent consultant since April
7401 Metro Drive 1995; Chairman of Information
Edina, MN 55439 Advantage, Inc. from 1992 to April
1995; Retired in August 1989 after
15 years as Office Managing Partner
of the Minneapolis/St. Paul Office
of Arthur Andersen & Co.
J. Scott Spiker Chief President, Chief Executive Officer
Executive and Director of IAS and Executive
Officer Vice President of Interra since 1994;
Executive Vice President and
Business Manager, Employee Benefits
Services, of Norwest Corporation
from 1990 through January 1994;
Product Manager, Institutional
Collective Funds, of Norwest
Corporation from 1989 through
January 1994.
Raye C. Kanzenbach Vice Vice President and Chief Investment
President Officer of Insight; prior to 1991,
Director, Senior Vice President and
Secretary of Insight Bond Management,
Inc. since 1983.
Julie K. Getchell Chief President and Chief Operating Officer
Financial of Insight and Senior Vice President,
Officer Secretary, Treasurer and Chief
Financial Officer of IAS.
Matthew L. Thompson Secretary Partner of Faegre & Benson LLP,
2200 Norwest Center Great Hall's general counsel, since
90 South Seventh Street May 1995; Vice President, Assistant
Minneapolis, MN 55402 Secretary and Corporate/Fund Counsel
of Interra from January 1994 to May
1995; prior thereto, Partner of
Dorsey & Whitney since 1993 and
Associate of Dorsey & Whitney from
1985 through 1992.
__________________________
* Mr. James may be deemed to be an "interested" Director because he is a
director of The St. Paul Companies, which owns a majority interest in a
registered broker-dealer.
The annual compensation of each Director is $6,000 plus $1,000 for each
meeting attended. No compensation is paid by Great Hall to its officers. The
following table sets forth for such period the aggregate compensation
(excluding expenses) paid by Great Hall to its directors during the fiscal year
ended July 31, 1996:
COMPENSATION TABLE
Pensions or Retirement
Aggregate Benefits Accrued
Compensation as part of
Name of Director from Great Hall Great Hall Expenses
T. Geron (Jerry) Bell $11,000 None
Sandra J. Hale $11,000* None
Ron James $10,000 None
Jay H. Wein $11,000* None
________________________
* Director was paid an additional $6,000 from Insight for additional work
during the year.
Additional directors of IAS are as follows:
Name Other Positions
------------------ --------------------------------------
Irving Weiser Chairman, Chief Executive Officer and
President of Interra; Chairman and Chief
Executive Officer of Dain Bosworth Inc.
John C. Appel President and Chief Operating Officer of
Dain Bosworth Inc.
Louis C. Fornetti Executive Vice President, Chief Financial
Officer and Treasurer of Interra; Chief
Executive Officer and President of Interra
Clearing Services Inc.
William A. Johnstone Chief Executive Officer of Rauscher Pierce
Refsnes Inc.
Sharon R. Quay Executive Vice President and Director of
Human Resources of Interra
GENERAL INFORMATION
Under the terms of the Custodian Agreement, Norwest Bank Minnesota, N.A.
(the "Custodian") holds and safekeeps all of the Fund's assets. For its
services, the Custodian is paid a monthly fee based upon the average market
value of the Fund's assets held in custody plus securities transaction charges;
it is also reimbursed for certain out-of-pocket expenses.
Under the terms of an Investment Account Agreement, Investors Fiduciary
Trust Company (the "Fund Accounting Agent") performs necessary investment
accounting and recordkeeping services for the Fund. For its services, the Fund
Accounting Agent is paid a monthly fee and is reimbursed for certain out-of-
pocket expenses.
Under the terms of a Transfer Agency Agreement, Rodney Square Management
Corporation (the "Transfer Agent") maintains the Fund's shareholder account
records, handles certain shareholder communications, distributes dividends and
distributions and produces activity statements. For these services, the
Transfer Agent receives a monthly fee computed on the basis of the number of
shareholder accounts the Transfer Agent maintains for the Fund during the month
and is also reimbursed for certain out-of-pocket expenses.
The Co-Distributors and Interra Clearing Services Inc. ("Clearing"), also
a wholly-owned subsidiary of Interra, 312 South Third Street, Minneapolis,
Minnesota, perform certain shareholder account services for the Fund pursuant
to a Shareholder Account Service Agreement. Under the terms of the Shareholder
Account Service Agreement, the Co-Distributors and Clearing disburse or credit
all proceeds of redemptions, dividends and other distributions to shareholders,
handle certain shareholder communications, prepare shareholder records,
maintain a master account with the Transfer Agent on behalf of shareholders and
perform other related services. For their services, the Co-Distributors and
Clearing receive a monthly fee computed on the basis of the number of
shareholder accounts that are maintained for the Fund during the month and are
also reimbursed for certain out-of-pocket expenses.
Great Hall maintains accounting records that specifically allocate assets
and liabilities on a series by series basis. The shares of each series
represent an undivided interest in the assets and liabilities specifically
allocated to that series. Creditors and other persons contracting with Great
Hall with respect to a series may look solely to the assets of that series to
satisfy claims against Great Hall.
All Fund shares are the same class and are freely transferable. Each
share has equal dividend rights and is entitled to one vote at all shareholder
meetings. Separate votes are taken by each series of Great Hall except to the
extent that the 1940 Act requires shares of all series to be voted in the
aggregate. Shares have non-cumulative voting rights, so that the holders of
more than 50% of the shares can, if they choose to do so, elect all the
directors of Great Hall, in which event the holders of the remaining shares
will be unable to elect any person as a director. Whenever the approval of a
majority of the outstanding shares of a series of Great Hall is required in
connection with shareholder approval of an investment advisory agreement,
changes in the investment objectives, policies or limitations of that series,
or changes in the distribution expense plan, a "majority" shall mean the vote
of the lesser of: (a) 67% or more of the shares of such series present at a
meeting, if the holders of more than 50% of the outstanding shares of such
series are present in person or by proxy; or (b) more than 50% of the
outstanding shares of such series.
Great Hall is not required under Minnesota law to hold annual or
periodically scheduled regular meetings of shareholders, and does not intend to
hold such meetings. The Board of Directors may convene shareholder meetings
when it deems appropriate. In addition, if a regular meeting of shareholders
has not been held during the immediately preceding fifteen months, a
shareholder or shareholders holding three percent or more of the voting shares
of Great Hall may demand a regular meeting of shareholders by written notice of
demand given to the chief executive officer or the chief financial officer of
Great Hall. Within ninety days after receipt of the demand, a regular meeting
of shareholders must be held at the expense of Great Hall. Irrespective of
whether a regular meeting of shareholders has been held during the immediately
preceding fifteen months, in accordance with Section 16(c) of the 1940 Act, the
Board of Directors of Great Hall shall promptly call a meeting of shareholders
for the purpose of voting upon the question of removal of any director when
requested in writing to do so by the record holders of not less than 10% of the
outstanding shares, and Great Hall will assist in communications with other
shareholders as required by the 1940 Act.
Under Minnesota law, the Board of Directors has overall responsibility
for managing Great Hall in good faith, in a manner reasonably believed to be in
the best interests of Great Hall, and with the care an ordinarily prudent
person in a like position would exercise in similar circumstances. Under
Minnesota law, directors owe Great Hall and its shareholders certain fiduciary
duties, including a duty of "loyalty" (to act in good faith and in the best
interests of Great Hall) and a duty of "care" (to act with the care that a
reasonably prudent person would exercise under similar circumstances).
Minnesota law authorizes corporations to eliminate the personal monetary
liability of directors to the corporation or its shareholders for breach of the
duty of "care." Directors of corporations adopting such a limitation provision
still owe the corporation this duty of "care," but under most circumstances
cannot be sued for monetary damages for breaches of such duty. The Articles of
Incorporation of Great Hall limit the liability of directors to the fullest
extent permitted by law. The directors of Great Hall remain fully liable
(including possibly for monetary damages) for breaches of their duty of
"loyalty," for self-dealing, for bad faith and intentional misconduct, and for
violations of the 1933 Act, the Securities Act of 1934, and certain provisions
of Minnesota corporation law. Additionally, the 1940 Act prohibits limiting a
director's liability for willful misfeasance, bad faith, gross negligence, or
reckless disregard of the director's duties in the conduct of the director's
office, and it is uncertain whether and to what extent directors remain liable
for monetary damages for violations of the 1940 Act. The SEC staff has taken
the position that investment company directors remain liable for monetary
damages under certain circumstances.
Upon issuance and sale in accordance with the terms of the Fund's
Prospectus and Statement of Additional Information, each Fund share will be
fully paid and non-assessable. Shares have no preemptive, subscription or
conversion rights and are redeemable as set forth under "How To Redeem Shares"
in the Prospectus. In the event of the dissolution or liquidation of Great
Hall, the holders of the Fund shares are entitled to receive, as a class, the
underlying assets of the Fund available for distribution to shareholders.
COUNSEL AND AUDITORS
Faegre & Benson LLP, 2200 Norwest Center, 90 South Seventh Street,
Minneapolis, Minnesota 55402, serves as Great Hall's general counsel.
Lindquist & Vennum PLLP, 4200 IDS Center, 80 South Eighth Street, Minneapolis,
Minnesota 55402, serves as counsel to Great Hall's disinterested directors.
KPMG Peat Marwick LLP, 90 South Seventh Street, 4200 Norwest Tower,
Minneapolis, Minnesota 55402, has been selected as the independent auditors of
Great Hall for its fiscal year ending July 31, 1997.
FINANCIAL AND OTHER INFORMATION
The Fund's prospectus and this Statement of Additional Information do not
contain all the information included in Great Hall's Registration Statement
filed with the SEC under the 1933 Act and the 1940 Act (the "Registration
Statement") with respect to the securities offered by the Prospectus and this
Statement of Additional Information. Certain portions of the Registration
Statement have been omitted from the Prospectus and this Statement of
Additional Information pursuant to the rules and regulations of the SEC. The
Registration Statement including the exhibits thereto may be examined at the
office of the SEC in Washington, D.C.
Statements contained in the Fund's Prospectus or in this Statement of
Additional Information as to any contract or other document referred to are not
necessarily complete, and, in each instance, reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement of which the Prospectus and this Statement of Additional Information
for a part, each such statement being qualified in all respects by such
reference.
APPENDIX
RATINGS OF INVESTMENTS
The following is a description of Standard & Poor's Corporation ("S&P")
and Moody's Investors Service, Inc. ("Moody's") commercial paper, loan, note
and bond ratings. To the extent that ratings accorded by S&P or Moody's may
change as a result of changes in such organizations, the Fund will attempt to
use comparable rating standards for their permissible investments.
Description of Moody's Commercial Paper, Loan and Note Ratings.
The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations.
Repayment capacity will normally be evidenced by the following
characteristics:
Leading market positions in well established industries.
High rates of return on funds employed.
Conservative capitalization structures with moderate reliance on debt
and ample asset protection.
Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.
Well established access to a range of financial markets and assured
sources of alternate liquidity.
Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternative liquidity is
maintained.
Issuers rated Prime-3 (or related supporting institutions) have an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternate liquidity is maintained.
Loans bearing the designation MIG-1 by Moody's are of the best quality,
enjoying strong protection from established cash flows, superior liquidity
support or demonstrated broad-based access to the market for refinancing.
Loans bearing the designation of MIG-2 are of high quality, with margins
of protection ample although not so large as the preceding group.
Loans bearing the designation of MIG-3 are of favorable quality. All
security elements are accounted for but there is lacking the undeniable
strength of the preceding grades. Liquidity and cash flow protection may be
narrow and market access for refinancing is likely to be less well established
Description of S&P's Commercial Paper and Municipal Note Ratings
The rating A is the highest commercial paper rating assigned by S&P.
Issues in this category have the greatest capacity for timely payment and are
delineated with the numbers 1, 2 and 3 to indicate the relative degree of
safety.
The designation A-1 indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+) sign
designation.
The designation A-2 indicates that the capacity for timely payment is
strong. However, the relative degree of safety is not as high as for issues
designated "A-1."
The designation A-3 indicates a satisfactory capacity for timely payment.
However, issues with this designation are somewhat more vulnerable to the
adverse effects of changes in circumstances than issues carrying the higher
designations.
Municipal notes rated SP-1 have a very strong or strong capacity to pay
principal and interest. Those issuers determined to possess overwhelming
safety characteristics will be given a plus (+) designation.
Municipal notes rated SP-2 have a satisfactory capacity to pay principal
and interest.
Municipal notes rated SP-3 have a speculative capacity to pay principal
and interest.
Description of S&P's Bond Ratings
AAA-Bonds rated AAA have the highest rating assigned by S&P to a debt
obligation. Capacity to pay interest and repay principal is extremely strong
AA-Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from AAA issues only in a small degree.
A-Bonds rated A have a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than bonds in higher rated
categories.
BBB-Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Although they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds in this category than for bonds in higher-rated categories.
BB, B, CCC, CC, C-Bonds rated BB, B, CCC, CC and C are regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
Plus (+) or (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
Description of Moody's Bond Ratings
Aaa-Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa-Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than with respect
to Aaa securities.
A-Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa-Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba-Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B-Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa-Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest.
Within each rating classification from Aa through B, Moody's has assigned
the numerical modifiers 1, 2 and 3. The modifier 1 indicates that a security
ranks in the high end of that rating category, 2 in the mid-range of a category
and 3 nearer the low end of a category.
<PAGE>
GREAT HALL INVESTMENT FUNDS, INC.
Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A
PART C
OTHER INFORMATION
<PAGE>
PART C
OTHER INFORMATION
Item 24 -- Financial Statements and Exhibits
(a) Financial statements for each of Series A through Series C of Great
Hall Investment Funds, Inc. are included as part of such series' Statement of
Additional Information. No financial statements are required with respect to
Series F of Great Hall Investment Funds, Inc.
(b) Exhibits:
1 Articles of Incorporation(1)
2 Bylaws
3 Not applicable
4 Not applicable
5 Investment Advisory Agreement
6 Co-Distributor Agreement
7 Not applicable
8 Custodian Contract(1)
9.1 Transfer Agency Agreement(2)
9.2 Shareholder Account Services Agreement
9.3 Investment Accounting Agreement
10 Opinion and Consent of Faegre & Benson LLP
11 Not applicable
12 Not applicable
13 Letter of Investment Intent(1)
14 Not applicable
15 Not applicable
16 Schedules Supporting Computations of Performance Data(1)
17 Powers of Attorney(1)
18.1 Officers/Directors of Dain Bosworth Incorporated(2)
18.2 Officers/Directors of Rauscher Pierce Refsnes, Inc.(2)
19 Code of Ethics(1)
(1) Incorporated by reference to the like numbered exhibit to Post-Effective
Amendment No. 7 to the Registration Statement filed on or about November 29,
1995.
(2) Incorporated by reference to the like numbered exhibit to Post-Effective
Amendment No. 8 to the Registraton Statement filed on or about December 1,
1996.
Item 25 -- Persons Controlled by or Under Common Control with Registrant
See the information set forth under the caption "Investment Management"
in the accompanying Prospectuses (Part A of this Registration Statement) and
under the captions "Management and Distribution Agreements" and "Directors and
Officers" in the accompanying Statements of Additional Information (Part B of
this Registration Statement).
Item 26 -- Number of Holders of Securities
The following table sets forth the number of holders of shares of the
Registrant as of May 12, 1997:
Title of Class Number of Shareholders
-------------- ------------------------
Series A Common Shares,
par value $.01 per share 328,081
Series B Common Shares,
par value $.01 per share 7,491
Series C Common Shares,
par value $.01 per share 8,922
Series F Common Shares,
par value $.01 per share None
Item 27 -- Indemnification
The Articles of Incorporation (Exhibit 1) and Bylaws (Exhibit 2) of the
Registrant provide that the Registrant shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to the
full extent permitted by Section 302A.521 of the Minnesota Statutes, as now
enacted or hereafter amended, provided that no such indemnification may be made
if it would be in violation of Section 17(h) of the Investment Company Act of
1940, as now enacted or hereafter amended. Section 302A.521 of the Minnesota
Statutes, as now enacted, provides that a corporation shall indemnify a person
made or threatened to be made a party to a proceeding against judgments,
penalties, fines, settlements and reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person complained
of in the proceeding, the person: (a) has not been indemnified by another
organization for the same judgments, penalties, fines, settlements and
reasonable expenses incurred by the person in connection with the proceeding
with respect to the same acts or omissions; (b) acted in good faith;
(c) received no improper personal benefit; (d) complied with the Minnesota
Statute dealing with directors' conflicts of interest, if applicable; (e) in
the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and (f) reasonably believed that the conduct was in the
best interests of the corporation or, in certain circumstances, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 28 -- Business and Other Connections of Investment Adviser
Information on the business of the Registrant's investment adviser and on
the officers and directors of the investment adviser is set forth under the
caption "Investment Management" in the accompanying Prospectuses (Part A of
this Registration Statement) and under the captions "Management and
Distribution Agreements" and "Directors and Officers" in the accompanying
Statements of Additional Information (Part B of this Registration Statement)
Item 29 -- Principal Underwriters
(a) As set forth in the accompanying Prospectus and Statement of
Additional Information, Dain Bosworth Incorporated ("Dain") and Rauscher Pierce
Refsnes, Inc. ("Rauscher") serve as the principal underwriters of the
Registrant's shares of common stock. As of the date of this filing, neither
Dain nor Rauscher serves as a principal underwriter to any other registered
investment companies.
(b) The names, positions and offices of directors and officers of each
Co-Distributor are set forth in Exhibits 18.1 and 18.2. The principal business
address of each director and officer of Dain is 60 South Sixth Street,
Minneapolis, Minnesota 55402, and the principal business address of each
director and executive officer of Rauscher is CityPlace, 2711 North Haskell
Avenue, Dallas, Texas 75204.
(c) Not applicable.
Item 30 -- Location of Accounts and Records
The custodian of the Registrant is Norwest Bank Minnesota, N.A., 90 South
Seventh Street, Minneapolis, Minnesota 55402. The dividend disbursing agent
and transfer agent of the Regitrant is Rodney Square Management Corporation,
1105 North Market Street, Fifth Floor, Wilmington, Delaware 19890-0001. The
fund accounting agent of the Registrant is Investors Fiduciary Trust Company,
127 West 10th Street, Kansas City, Missouri 64105-1716. Other records will be
maintained by the Registrant at its principal offices, which are located at 60
South Sixth Street, Minneapolis, Minnesota 55402.
Item 31 -- Management Services
Not applicable.
Item 32 -- Undertakings
(a) Not applicable.
(b) Registrant undertakes to file a post-effective amendment solely
with respect to its Series F Common Shares, using financial statements which
need not be certified, within four to six months from the effective date of
this Post-Effective Amendment.
(c) Registrant hereby undertakes to furnish to each person to whom a
prospectus of any series of the Registrant the latest Annual Report of such
series. Such Annual Report will be furnished by the Registrant without charge
upon request by any such person.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Post-
Effective Amendment to its Registration Statement on Form N-1A to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, and State of Minnesota, on the 15th day of May, 1997.
GREAT HALL INVESTMENT FUNDS, INC.
By /s/ J. Scott Spiker
---------------------------------
J. Scott Spiker
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement on Form N-1A has been signed
below by the following persons in the capacities and on the date indicated.
Name/Signature Title Date
- -------------- ----- ----
/s/ J. Scott Spiker Chief Executive Officer
- ------------------------------ (Principal Executive
J. Scott Spiker Officer) May 15, 1997
/s/ Julie K. Getchell Chief Financial Officer
- ------------------------------ (Principal Financial and
Julie K. Getchell Accounting Officer) May 15, 1997
T. Geron Bell* Director
Sandra J. Hale* Director
Ron James* Director
Jay H. Wein* Director
*By /s/ Julie K. Getchell
-----------------------------
Julie K. Getchell,
Attorney-in-Fact May 15, 1997
(Pursuant to Powers of Attorney dated August 17, 1994, filed as Exhibit 17 to
Post-Effective Amendment No. 7 to the Registration Statement on November 29,
1995.)
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
------- ----------- ----
1 Articles of Incorporation(1)
2 Bylaws Filed Electronically
3 Not applicable
4 Not applicable
5 Investment Advisory Agreement Filed Electronically
6 Co-Distributor Agreement Filed Electronically
7 Not applicable
8 Custodian Contract(1)
9.1 Transfer Agency and Service Agreement(2)
9.2 Shareholder Account Services Agreement Filed Electonically
9.3 Investment Accounting Agreement Filed Electronically
10 Opinion and Consent of Faegre & Benson LLP Filed Electronically
11 Not applicable
12 Not applicable
13 Letter of Investment Intent(1)
14 Not applicable
15 Not applicable
16 Schedules Supporting Computations of Performance Data(1)
17 Powers of Attorney(1)
18.1 Officers/Directors of Dain Bosworth Incorporated(2)
18.2 Officers/Directors of Rauscher Pierce Refsnes, Inc.(2)
19 Code of Ethics(1)
(1) Incorporated by reference to the like numbered exhibit to Post-Effective
Amendment No. 7 to the Registration Statement filed on or about November 29,
1995.
(2) Incorporated by reference to the like numbered exhibit to Post-Effective
Amendment No. 8 to the Registration Statement filed on or about December 1,
1996.
GREAT HALL INVESTMENT FUNDS, INC.
REGISTRATION STATEMENT 1997
EXHIBIT INDEX
EX-99.INDEX Exhibit Index
EX-99.B2 BYLAWS Bylaws
EX-99.B5 ADVSR CONTR Investment Advisory Agreement
EX-99.B6 DISTR CONTR Co-Distributor Agreement
EX-99.B9.2 OTH CONTR Shareholder Account Services Agreement
EX-99.B9.3 OTH CONTR Investment Accounting Agreement
EX-99.B10 OPIN COUNS Opinion and Consent of Faegre and Benson, LLP
GREAT HALL INVESTMENT FUNDS, INC.
Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A
EXHIBIT 2
BYLAWS
BYLAWS
OF
GREAT HALL INVESTMENT FUNDS, INC.
(as amended through May 21, 1997)
ARTICLE I
OFFICES, CORPORATE SEAL
Section 1.01. Name. The name of the corporation is "Great Hall
Investment Funds, Inc." The name of the series represented by the
corporation's Series A Common Shares shall be "Great Hall Prime Money Market
Fund;" the name of the series represented by the corporation's Series B Common
Shares shall be "Great Hall U.S. Government Money Market Fund;" the name of the
series represented by the corporation's Series C Common Shares shall be "Great
Hall Tax-Free Money Market Fund;" and the name of the series represented by the
corporation's Series F Common Shares shall be "Great Hall Institutional Prime
Money Market Fund."
Section 1.02. Registered Office. The registered office of the
corporation in Minnesota shall be that set forth in the Articles of
Incorporation or in the most recent amendment of the Articles of Incorporation
or resolution of the directors filed with the Secretary of State of Minnesota
changing the registered office.
Section 1.03. Other Offices. The corporation may have such other
offices, within or without the State of Minnesota, as the directors shall, from
time to time, determine.
Section 1.04. No Corporate Seal. The corporation shall have no
corporate seal.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01. Place and Time of Meeting. Except as provided otherwise
by Minnesota Statutes Chapter 302A, meetings of the shareholders may be held at
any place, within or without the State of Minnesota, designated by the
directors and, in the absence of such designation, shall be held at the
registered office of the corporation in the State of Minnesota. The directors
shall designate the time of day for each meeting and, in the absence of such
designation, every meeting of shareholders shall be held at ten o'clock a.m.
Section 2.02. Regular Meetings. Annual meetings of shareholders are not
required by these Bylaws. Regular meetings shall be held only with such
frequency and at such times and places as provided in and required by Minnesota
Statutes Section 302A.431.
Section 2.03. Special Meetings. Special meetings of the shareholders
may be held at any time and for any purpose and may be called by the Chairman
of the Board, the President, any two directors, or by one or more shareholders
holding ten percent (10%) or more of the shares entitled to vote on the matters
to be presented to the meeting.
Section 2.04. Quorum, Adjourned Meetings. The holders of ten percent
(10%) of the shares outstanding and entitled to vote shall constitute a quorum
for the transaction of business at any regular or special meeting. In case a
quorum shall not be present at a meeting, those present in person or by proxy
shall adjourn the meeting to such day as they shall, by majority vote, agree
upon without further notice other than by announcement at the meeting at which
such adjournment is taken. If a quorum is present, a meeting may be adjourned
from time to time without notice other than announcement at the meeting. At
adjourned meetings at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally noticed. If a
quorum is present, the shareholders may continue to transact business until
adjournment notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
Section 2.05. Voting. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Each shareholder, unless the Articles of Incorporation provide
otherwise, shall have one vote for each share having voting power registered in
his name on the books of the corporation. Except as otherwise specifically
provided by these Bylaws or as required by provisions of the Investment Company
Act of 1940 or other applicable laws, all questions shall be decided by a
majority vote of the number of shares entitled to vote and represented at the
meeting at the time of the vote. If the matter(s) to be presented at a regular
or special meeting relates only to particular classes or series of the
corporation, then only the shareholders of such classes or series are entitled
to vote on such matter(s).
Section 2.06. Voting - Proxies. The right to vote by proxy shall exist
only if the instrument authorizing such proxy to act shall have been executed
in writing by the shareholder himself or by his attorney thereunto duly
authorized in writing. No proxy shall be voted after eleven months from its
date unless it provides for a longer period.
Section 2.07. Closing of Books. The Board of Directors may fix a time,
not exceeding sixty (60) days preceding the date of any meeting of
shareholders, as a record date for the determination of the shareholders
entitled to notice of, and to vote at, such meeting, notwithstanding any
transfer of shares on the books of the corporation after any record date so
fixed. The Board of Directors may close the books of the corporation against
the transfer of shares during the whole or any part of such period. If the
Board of Directors fails to fix a record date for determination of the
shareholders entitled to notice of, and to vote at, any meeting of
shareholders, the record date shall be the thirtieth (30th) day preceding the
date of such meeting.
Section 2.08. Notice of Meetings. There shall be mailed to each
shareholder, shown by the books of the corporation to be a holder of record of
voting shares, at his address as shown by the books of the corporation, a
notice setting out the date, time and place of each regular meeting and each
special meeting, except where the meeting is an adjourned meeting and the date,
time and place of the meeting were announced at the time of adjournment, which
notice shall be mailed within the period required by law. Every notice of any
special meeting shall state the purpose or purposes for which the meeting has
been called, pursuant to Section 2.03, and the business transacted at all
special meetings shall be confined to the purpose stated in such notice.
Section 2.09. Waiver of Notice. Notice of any regular or special
meeting may be waived either before, at or after such meeting orally or in a
writing signed by each shareholder or representative thereof entitled to vote
the shares so represented. A shareholder by his attendance at any meeting of
shareholders, shall be deemed to have waived notice of such meeting, except
where the shareholder objects at the beginning of the meeting to the
transaction of business because the item may not lawfully be considered at that
meeting and does not participate at that meeting in the consideration of the
item at that meeting.
Section 2.10. Written Action. Any action which might be taken at a
meeting of the shareholders may be taken without a meeting if done in writing
and signed by all of the shareholders entitled to vote on that action. If the
action to be taken relates to particular classes or series of the corporation,
then only shareholders of such classes or series are entitled to vote on such
action.
ARTICLE III
DIRECTORS
Section 3.01. Number, Qualification and Term of Office. Until the first
meeting of shareholders, the number of directors shall be the number named in
the Articles of Incorporation. Thereafter, the number of directors shall be
established by resolution of the shareholders (subject to the authority of the
Board of Directors to increase or decrease the number of directors as permitted
by law). In the absence of such shareholder resolution, the number of
directors shall be the number last fixed by the shareholders, the Board of
Directors or the Articles of Incorporation. Directors need not be
shareholders. Each of the directors shall hold office until the regular
meeting of shareholders next held after his election and until his successor
shall have been elected and shall qualify, or until the earlier death,
resignation, removal or disqualification of such director.
Section 3.02. Election of Directors. Except as otherwise provided in
Sections 3.11 and 3.12 hereof, the directors shall be elected at the regular
shareholders' meeting. In the event that directors are not elected at a
regular shareholders' meeting, then directors may be elected at a special
shareholders' meeting, provided that the notice of such meeting shall contain
mention of such purpose. At each shareholders' meeting for the election of
directors, the directors shall be elected by a plurality of the votes validly
cast at such election. Each holder of shares of each class or series of stock
of the corporation shall be entitled to vote for directors and shall have equal
voting power for each share of each class or series of the corporation.
Section 3.03. General Powers.
(a) Except as otherwise permitted by statute, the property, affairs and
business of the corporation shall be managed by the Board of Directors, which
may exercise all the powers of the corporation except those powers vested
solely in the shareholders of the corporation by statute, the Articles of
Incorporation or these Bylaws, as amended.
(b) All acts done by any meeting of the Directors or by any person
acting as a director, so long as his successor shall not have been duly elected
or appointed, shall, notwithstanding that it be afterwards discovered that
there was some defect in the election of the directors or such person acting as
aforesaid or that they or any of them were disqualified, be as valid as if the
directors or such other person, as the case may be, had been duly elected and
were or was qualified to be directors or a director of the corporation.
Section 3.04. Power to Declare Dividends.
(a) The Board of Directors, from time to time as they may deem
advisable, may declare and pay dividends in cash or other property of the
corporation, out of any source available for dividends, to the shareholders of
each class or series of stock of the corporation according to their respective
rights and interests in the investment portfolio of the corporation issuing
such class or series of stock.
(b) The Board of Directors shall cause to be accompanied by a written
statement any dividend payment wholly or partly from any source other than
(i) the accumulated and accrued undistributed net income of each
class or series (determined in accordance with generally accepted
accounting practice and the rules and regulations of the Securities and
Exchange Commission then in effect) and not including profits or losses
realized upon the sale of securities or other properties; or
(ii) the net income of each class or series so determined for the
current or preceding fiscal year.
Such statement shall adequately disclose the source or sources of such payment
and the basis of calculation and shall be in such form as the Securities and
Exchange Commission may prescribe.
(c) Notwithstanding the above provisions of this Section 3.04, the Board
of Directors may at any time declare and distribute pro rata among the
shareholders of each class or series of stock a "stock dividend" out of the
authorized but unissued shares of stock of each class or series, including any
shares previously purchased by a class or series of the corporation.
Section 3.05. Board Meetings. Meetings of the Board of Directors may be
held from time to time at such time and place within or without the State of
Minnesota as may be designated in the notice of such meeting.
Section 3.06. Calling Meetings, Notice. A director may call a board
meeting by giving ten (10) days notice to all directors of the date, time and
place of the meeting; provided that if the day or date, time and place of a
board meeting have been announced at a previous meeting of the board, no notice
is required.
Section 3.07. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by any director either before, at or after such meeting
orally or in a writing signed by such director. A director, by his attendance
and participation in the action taken at any meeting of the Board of Directors,
shall be deemed to have waived notice of such meeting, except where the
director objects at the beginning of the meeting to the transaction of business
because the item may not lawfully be considered at that meeting and does not
participate at that meeting in the consideration of the item at that meeting.
Section 3.08. Quorum. A majority of the directors holding office
immediately prior to a meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting; provided however,
notwithstanding the above, if the Board of Directors is taking action pursuant
to the Investment Company Act of 1940, as now enacted or hereafter amended, a
majority of directors who are not "interested persons" (as defined by the
Investment Company Act of 1940, as now enacted or hereafter amended) of the
corporation shall constitute a quorum for taking such action.
Section 3.09. Advance Consent or Opposition. A director may give
advance written consent or opposition to a proposal to be acted on at a meeting
of the Board of Directors. If such director is not present at the meeting,
consent or opposition to a proposal does not constitute presence for purposes
of determining the existence of a quorum, but consent or opposition shall be
counted as a vote in favor of or against the proposal and shall be entered in
the minutes or other record of action at the meeting, if the proposal acted on
at the meeting is substantially the same or has substantially the same effect
as the proposal to which the director has consented or objected. This
procedure shall not be used to act on any investment advisory agreement or plan
of distribution adopted under Rule 12b-1 of the Investment Company Act of 1940,
as amended.
Section 3.10. Conference Communications. Any or all directors may
participate in any meeting of the Board of Directors, or of any duly
constituted committee thereof, by any means of communication through which the
directors may simultaneously hear each other during such meeting. For the
purposes of establishing a quorum and taking any action at the meeting, such
directors participating pursuant to this Section 3.11 shall be deemed present
in person at the meeting, and the place of the meeting shall be the place of
origination of the conference communication. This procedure shall not be used
to act on any investment advisory agreement or plan of distribution adopted
under Rule 12b-1 of the Investment Company Act of 1940, as amended.
Section 3.11. Vacancies; Newly Created Directorships. Vacancies in the
Board of Directors of this corporation occurring by reason of death,
resignation, removal or disqualification shall be filled for the unexpired term
by a majority of the remaining directors of the Board although less than a
quorum; newly created directorships resulting from an increase in the
authorized number of directors by action of the Board of Directors as permitted
by Section 3.01 may be filled by a two-thirds (2/3) vote of the directors
serving at the time of such increase; and each person so elected shall be a
director until his successor is elected by the shareholders at their next
regular or special meeting; provided, however, that no vacancy can be filled as
provided above if prohibited by the provisions of the Investment Company Act of
1940.
Section 3.12. Removal. The entire Board of Directors or an individual
director may be removed from office, with or without cause, by a vote of the
shareholders holding a majority of the shares entitled to vote at an election
of directors. In the event that the entire Board or any one or more directors
be so removed, new directors shall be elected at the same meeting, or the
remaining directors may, to the extent vacancies are not filled at such
meeting, fill any vacancy or vacancies created by such removal. A director
named by the Board of Directors to fill a vacancy may be removed from office at
any time, with or without cause, by the affirmative vote of the remaining
directors if the shareholders have not elected directors in the interim between
the time of the appointment to fill such vacancy and the time of the removal.
Section 3.13. Committees. A resolution approved by the affirmative vote
of a majority of the Board of Directors may establish committees having the
authority of the board in the management of the business of the corporation to
the extent provided in the resolution. A committee shall consist of one or
more persons, who need not be directors, appointed by affirmative vote of a
majority of the directors present. Committees are subject to the direction and
control of, and vacancies in the membership thereof shall be filled by, the
Board of Directors.
A majority of the members of the committee present at a meeting is a
quorum for the transaction of business, unless a larger or smaller proportion
or number is provided in a resolution approved by the affirmative vote of a
majority of the directors present.
Section 3.14. Written Action. Except as provided in the Investment
Company Act of 1940, as amended, any action which might be taken at a meeting
of the Board of Directors, or any duly constituted committee thereof, may be
taken without a meeting if done in writing and signed by that number of
directors or committee members that would be required to take the same action
at a meeting of the board or committee thereof at which all directors or
committee members were present; provided, however, that any action which also
requires shareholder approval may be taken by written action only if such
writing is signed by all of the directors or committee members entitled to vote
on such matter.
Section 3.15. Compensation. Directors shall receive such fixed sum per
meeting attended or such fixed annual sum as shall be determined, from time to
time, by resolution of the Board of Directors. All directors shall receive
their expenses, if any, of attendance at meetings of the Board of Directors or
any committee thereof. Nothing herein contained shall be construed to preclude
any director from serving this corporation in any other capacity and receiving
proper compensation therefor.
ARTICLE IV
OFFICERS
Section 4.01. Number. The officers of the corporation shall consist of
a Chairman of the Board (if one is elected by the Board), the President, one or
more Vice Presidents (if desired by the Board), a Secretary, a Treasurer and
such other officers and agents as may, from time to time, be elected by the
Board of Directors. Any number of offices may be held by the same person.
Section 4.02. Election, Term of Office and Qualifications. The Board of
Directors shall elect, from within or without their number, the officers
referred to in Section 4.01 of these Bylaws, each of whom shall have the
powers, rights, duties, responsibilities and terms in office provided for in
these Bylaws or a resolution of the Board not inconsistent therewith. The
President and all other officers who may be directors shall continue to hold
office until the election and qualification of their successors,
notwithstanding an earlier termination of their directorship.
Section 4.03. Resignation. Any officer may resign his office at any
time by delivering a written resignation to the corporation. Unless otherwise
specified therein, such resignation shall take effect upon delivery.
Section 4.04. Removal and Vacancies. Any officer may be removed from
his office by a majority of the Board of Directors with or without cause. Such
removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy among the officers of the corporation
by reason of death, resignation or otherwise, such vacancy shall be filled for
the unexpired term by the Board of Directors.
Section 4.05. Chairman of the Board. The Chairman of the Board, if one
is elected, shall preside at all meetings of the shareholders and directors and
shall have such other duties as may be prescribed, from time to time, by the
Board of Directors.
Section 4.06. President. The President shall have general active
management of the business of the corporation. In the absence of the Chairman
of the Board, he shall preside at all meetings of the shareholders and
directors. He shall be the chief executive officer of the corporation and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He shall be ex officio a member of all standing committees. He
may execute and deliver, in the name of the corporation, any deeds, mortgages,
bonds, contracts or other instruments pertaining to the business of the
corporation and, in general, shall perform all duties usually incident to the
office of the President. He shall have such other duties as may, from time to
time, be prescribed by the Board of Directors.
Section 4.07. Vice President. Each Vice President shall have such
powers and shall perform such duties as may be specified in the Bylaws or
prescribed by the Board of Directors or by the President. In the event of
absence or disability of the President, Vice Presidents shall succeed to his
power and duties in the order designated by the Board of Directors.
Section 4.08. Secretary. The Secretary shall be secretary of, and shall
attend, all meetings of the shareholders and Board of Directors and shall
record all proceedings of such meetings in the minute book of the corporation.
He shall give proper notice of meetings of shareholders and directors. He
shall keep the seal of the corporation and shall affix the same to any
instrument requiring it and may, when necessary, attest the seal by his
signature. He shall perform such other duties as may, from time to time, be
prescribed by the Board of Directors or by the President.
Section 4.09. Treasurer. The Treasurer shall be the chief financial
officer and shall keep accurate accounts of all money of the corporation
received or disbursed. He shall deposit all moneys, drafts and checks in the
name of, and to the credit of, the corporation in such banks and depositories
as a majority of the Board of Directors shall, from time to time, designate.
He shall have power to endorse, for deposit, all notes, checks and drafts
received by the corporation. He shall disburse the funds of the corporation,
as ordered by the Board of Directors, making proper vouchers therefor. He
shall render to the President and the directors, whenever required, an account
of all his transactions as Treasurer and of the financial condition of the
corporation, and shall perform such other duties as may, from time to time, be
prescribed by the Board of Directors or by the President.
Section 4.10. Assistant Secretaries. At the request of the Secretary,
or in his absence or disability, any Assistant Secretary shall have power to
perform all the duties of the Secretary, and, when so acting, shall have all
the powers of, and be subject to all restrictions upon, the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them by the Board of Directors or the President.
Section 4.11. Assistant Treasurers. At the request of the Treasurer, or
in his absence or disability, any Assistant Treasurer shall have power to
perform all the duties of the Treasurer, and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Treasurer. The
Assistant Treasurers shall perform such other duties as from time to time may
be assigned to them by the Board of Directors or the President.
Section 4.12. Compensation. The officers of this corporation shall
receive such compensation for their services as may be determined, from time to
time, by resolution of the Board of Directors.
Section 4.13. Surety Bonds. The Board of Directors may require any
officer or agent of the corporation to execute a bond (including, without
limitation, any bond required by the Investment Company Act of 1940 and the
rules and regulations of the Securities and Exchange Commission) to the
corporation in such sum and with such surety or sureties as the Board of
Directors may determine, conditioned upon the faithful performance of his
duties to the corporation, including responsibility for negligence and for the
accounting of any of the corporation's property, funds or securities that may
come into his hands. In any such case, a new bond of like character shall be
given at least every six years, so that the dates of the new bond shall not be
more than six years subsequent to the date of the bond immediately preceding.
ARTICLE V
SHARES AND THEIR TRANSFER AND REDEMPTION
Section 5.01. Certificate for Shares.
(a) The corporation may have certificated or uncertificated shares, or
both, as designated by resolution of the Board of Directors. Every owner of
certificated shares of the corporation shall be entitled to a certificate, to
be in such form as shall be prescribed by the Board of Directors, certifying
the number of shares of the corporation owned by him. Within a reasonable time
after the issuance or transfer of uncertificated shares, the corporation shall
send to the new shareholder the information required to be stated on
certificates. Certificated shares shall be numbered in the order in which they
shall be issued and shall be signed, in the name of the corporation, by the
President or a Vice President and by the Secretary or an Assistant Secretary or
by such officers as the Board of Directors may designate. Such signatures may
be by facsimile if authorized by the Board of Directors. Every certificate
surrendered to the corporation for exchange or transfer shall be canceled, and
no new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled, except
in cases provided for in Section 5.08.
(b) In case any officer, transfer agent or registrar who shall have
signed any such certificate, or whose facsimile signature has been placed
thereon, shall cease to be such an officer (because of death, resignation or
otherwise) before such certificate is issued, such certificate may be issued
and delivered by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
Section 5.02. Issuance of Shares. The Board of Directors is authorized
to cause to be issued shares of the corporation up to the full amount
authorized by the Articles of Incorporation in such classes or series and in
such amounts as may be determined by the Board of Directors and as may be
permitted by law. No shares shall be allotted except in consideration of cash
or other property, tangible or intangible, received or to be received by the
corporation under a written agreement, of services rendered or to be rendered
to the corporation under a written agreement, or of an amount transferred from
surplus to stated capital upon a share dividend. At the time of such allotment
of shares, the Board of Directors making such allotments shall state, by
resolution, their determination of the fair value to the corporation in
monetary terms of any consideration other than cash for which shares are
allotted. No shares of stock issued by the corporation shall be issued, sold
or exchanged by or on behalf of the corporation for any amount less than the
net asset value per share of the shares outstanding as determined pursuant to
Article X hereunder.
Section 5.03. Redemption of Shares. Upon the demand of any shareholder,
this corporation shall redeem any share of stock issued by it held and owned by
such shareholder at the net asset value thereof as determined pursuant to
Article X hereunder. The Board of Directors may suspend the right of
redemption or postpone the date of payment during any period when: (a) trading
on the New York Stock Exchange is restricted or such Exchange is closed for
other than weekends or holidays; (b) the Securities and Exchange Commission has
by order permitted such suspension; or (c) an emergency as defined by rules of
the Securities and Exchange Commission exists, making disposal of portfolio
securities or valuation of net assets of the corporation not reasonably
practicable.
If following a redemption request by any shareholder of this corporation,
the value of such shareholder's interest in the corporation falls below the
required minimum investment, as may be set from time to time by the Board of
Directors, the corporation's officers are authorized, in their discretion and
on behalf of the corporation, to redeem such shareholder's entire interest and
remit such amount, provided that such a redemption will only be effected by the
corporation following: (a) a redemption by a shareholder, which causes the
value of such shareholder's interest in the corporation to fall below the
required minimum investment; (b) the mailing by the corporation to such
shareholder of a "notice of intention to redeem"; and (c) the passage of at
least sixty (60) days from the date of such mailing, during which time the
shareholder will have the opportunity to make an additional investment in the
corporation to increase the value of such shareholder's account to at least the
required minimum investment.
Section 5.04. Transfer of Shares. Transfer of shares on the books of
the corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, and upon surrender of the certificate or the
certificates for such shares or a duly executed assignment covering shares held
in uncertificated form. The corporation may treat, as the absolute owner of
shares of the corporation, the person or persons in whose name shares are
registered on the books of the corporation.
Section 5.05. Registered Shareholders. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by the laws of Minnesota.
Section 5.06. Transfer of Agents and Registrars. The Board of Directors
may from time to time appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the corporation, and it may appoint the same
person as both transfer agent and registrar. Upon any such appointment being
made all certificates representing shares of capital stock thereafter issued
shall be countersigned by one of such transfer agents or by one of such
registrars of transfers or by both and shall not be valid unless so
countersigned. If the same person shall be both transfer agent and registrar,
only one countersignature by such person shall be required.
Section 5.07. Transfer Regulations. The shares of stock of the
corporation may be freely transferred, and the Board of Directors may from time
to time adopt rules and regulations with reference to the method of transfer of
shares of stock of the corporation.
Section 5.08. Lost, Stolen, Destroyed and Mutilated Certificates. The
holder of any stock of the corporation shall immediately notify the corporation
of any loss, theft, destruction or mutilation of any certificate therefor, and
the Board of Directors may, in its discretion, cause to be issued to him a new
certificate or certificates of stock, upon the surrender of the mutilated
certificate or in case of loss, theft or destruction of the certificate upon
satisfactory proof of such loss, theft or destruction. A new certificate or
certificates of stock will be issued to the owner of the lost, stolen or
destroyed certificate only after such owner, or his legal representatives,
gives to the corporation and to such registrar or transfer agent as may be
authorized or required to countersign such new certificate or certificates a
bond, in such sum as they may direct, and with such surety or sureties, as they
may direct, as indemnity against any claim that may be made against them or any
of them on account of or in connection with the alleged loss, theft or
destruction of any such certificate.
ARTICLE VI
DIVIDENDS
Section 6.01. The net investment income of each class or series of the
corporation will be determined, and its dividends shall be declared and made
payable at such time(s) as the Board of Directors shall determine; dividends
shall be payable to shareholders of record as of the date of declaration.
It shall be the policy of each class or series of the corporation to
qualify for and elect the tax treatment applicable to regulated investment
companies under the Internal Revenue Code, so that such class or series will
not be subjected to federal income tax on such part of its income or capital
gains as it distributes to shareholders.
ARTICLE VII
BOOKS AND RECORDS, AUDIT, FISCAL YEAR
Section 7.01. Share Register. The Board of Directors of the corporation
shall cause to be kept at its principal executive office, or at another place
or places within the United States determined by the board:
(1) a share register not more than one year old, containing the
names and addresses of the shareholders and the number and classes or
series of shares held by each shareholder; and
(2) a record of the dates on which certificates or transaction
statements representing shares were issued.
Section 7.02. Other Books and Records. The Board of Directors shall
cause to be kept at its principal executive office, or, if its principal
executive office is not in Minnesota, shall make available at its registered
office within ten days after receipt by an officer of the corporation of a
written demand for them made by a shareholder or other person authorized by
Minnesota Statutes Section 302A.461, originals or copies of:
(1) records of all proceedings of shareholders for the last
three years;
(2) records of all proceedings of the Board of Directors for the
last three years;
(3) its articles and all amendments currently in effect;
(4) its bylaws and all amendments currently in effect;
(5) financial statements required by Minnesota Statutes Section
302A.463 and the financial statement for the most recent interim period
prepared in the course of the operation of the corporation for
distribution to the shareholders or to a governmental agency as a matter
of public record;
(6) reports made to shareholders generally within the last three
years;
(7) a statement of the names and usual business addresses of its
directors and principal officers;
(8) any shareholder voting or control agreements of which the
corporation is aware; and
(9) such other records and books of account as shall be
necessary and appropriate to the conduct of the corporate business.
Section 7.03. Audit; Accountant.
(a) The Board of Directors shall cause the records and books of account
of the corporation to be audited at least once in each fiscal year and at such
other times as it may deem necessary or appropriate.
(b) The corporation shall employ an independent public accountant or
firm of independent public accountants to examine the accounts of the
corporation and to sign and certify financial statements filed by the
corporation. The independent accountant's certificates and reports shall be
addressed both to the Board of Directors and to the shareholders.
Section 7.04. Fiscal Year. The fiscal year of each series of the
corporation shall be determined by the Board of Directors.
ARTICLE VIII
INDEMNIFICATION OF CERTAIN PERSONS
Section 8.01. The corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by Section 302A.521 of the Minnesota Statutes, as now
enacted or hereafter amended, provided, however, that no such indemnification
may be made if it would be in violation of Section 17(h) of the Investment
Company Act of 1940, as now enacted or hereinafter amended.
ARTICLE IX
VOTING OF STOCK HELD
Section 9.01. Unless otherwise provided by resolution of the Board of
Directors, the President, any Vice President, the Secretary or the Treasurer,
may from time to time appoint an attorney or attorneys or agent or agents of
the corporation, in the name and on behalf of the corporation, to cast the
votes which the corporation may be entitled to cast as a stockholder or
otherwise in any other corporation or association, any of whose stock or
securities may be held by the corporation, at meetings of the holders of the
stock or other securities of any such other corporation or association, or to
consent in writing to any action by any such other corporation or association,
and may instruct the person or persons so appointed as to the manner of casting
such votes or giving such consent, and may execute or cause to be executed on
behalf of the corporation and under its corporate seal, or otherwise, such
written proxies, consents, waivers or other instruments as it may deem
necessary or proper; or any of such officers may themselves attend any meeting
of the holders of stock or other securities of any such corporation or
association and thereat vote or exercise any or all other rights of the
corporation as the holder of such stock or other securities of such other
corporation or association, or consent in writing to any action by any such
other corporation or association.
ARTICLE X
VALUATION OF NET ASSET VALUE
Section 10.01. The net asset value per share of each class or series of
stock of the corporation shall be determined in good faith by or under
supervision of the officers of the corporation as authorized by the Board of
Directors as often and on such days and at such time(s) as the Board of
Directors shall determine, or as otherwise may be required by law, rule,
regulation or order of the Securities and Exchange Commission.
ARTICLE XI
CUSTODY OF ASSETS
Section 11.01. All securities and cash owned by this corporation shall,
as hereinafter provided, be held by or deposited with a bank or trust company
having (according to its last published report) not less than Two Million
Dollars ($2,000,000) aggregate capital, surplus and undivided profits (the
"Custodian").
This corporation shall enter into a written contract with the custodian
regarding the powers, duties and compensation of the Custodian with respect to
the cash and securities of this corporation held by the Custodian. Said
contract and all amendments thereto shall be approved by the Board of Directors
of this corporation. In the event of the Custodian's resignation or
termination, the corporation shall use its best efforts promptly to obtain a
successor Custodian and shall require that the cash and securities owned by
this corporation held by the Custodian be delivered directly to such successor
Custodian.
ARTICLE XII
AMENDMENTS
Section 12.01. These Bylaws may be amended or altered by a vote of the
majority of the Board of Directors at any meeting provided that notice of such
proposed amendment shall have been given in the notice given to the directors
of such meeting. Such authority in the Board of Directors is subject to the
power of the shareholders to change or repeal such bylaws by a majority vote of
the shareholders present or represented at any regular or special meeting of
shareholders called for such purpose, and the Board of Directors shall not make
or alter any Bylaws fixing a quorum for meetings of shareholders, prescribing
procedures for removing directors or filling vacancies in the Board of
Directors, or fixing the number of directors or their classifications,
qualifications or terms of office, except that the Board of Directors may adopt
or amend any Bylaw to increase or decrease their number.
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Interpretation. When the context in which words are used
in these Bylaws indicates that such is the intent, singular words will include
the plural and vice versa, and masculine words will include the feminine and
neuter genders and vice versa.
Section 13.02. Article and Section Titles. The titles of Sections and
Articles in these Bylaws are for descriptive purposes only and will not control
or alter the meaning of any of these Bylaws as set forth in the text.
- -11-
GREAT HALL INVESTMENT FUNDS, INC.
Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A
EXHIBIT 5
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT
This Agreement, made this 29th day of August, 1991, by and between Great
Hall Investment Funds, Inc., a Minnesota corporation (Great Hall
Investment), on behalf of each portfolio represented by a series of shares of
common stock of Great Hall Investment 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 Insight Investment
Management, Inc., a Minnesota corporation (the Adviser),
WITNESSETH:
1. INVESTMENT ADVISORY SERVICES.
----------------------------
(a) Great Hall Investment hereby engages the Adviser on behalf of the
Funds, and the Adviser hereby agrees to act, as investment adviser for, and to
manage the investment of the assets of, the Funds.
(b) The investment of the assets of each Fund shall at all times be
subject to the applicable provisions of the Articles of Incorporation, the
Bylaws, the Registration Statement, and the current Prospectus and the
Statement of Additional Information, if any, of Great Hall Investment and each
Fund and shall conform to the policies and purposes of each Fund as set forth
in such documents and as interpreted from time to time by the Board of
Directors of Great Hall Investment. Within the framework of the investment
policies of each Fund, and except as otherwise permitted by this Agreement,
the Adviser shall have the sole and exclusive responsibility for the
management of each Fund's investment portfolio and for making and executing
all investment decisions for each Fund. The Adviser shall report to the Board
of Directors regularly at such times and in such detail as the Board may from
time to time determine appropriate, in order to permit the Board to determine
the adherence of the Adviser to the investment policies of the Funds.
(c) The Adviser shall, at its own expense, furnish all office
facilities, equipment and personnel necessary to discharge its
responsibilities and duties hereunder. The Adviser shall arrange, if
requested by Great Hall Investment, for officers or employees of the Adviser
to serve without compensation from any Fund as directors, officers, or
employees of Great Hall Investment if duly elected to such positions by the
shareholders of the Funds or directors of Great Hall Investment.
(d) The Adviser hereby acknowledges that all records pertaining to each
Fund's investments are the property of Great Hall Investment, and in the event
that a transfer of investment advisory services to someone other than the
Adviser should ever occur, the Adviser will promptly, and at its own cost,
take all steps necessary to segregate such records and deliver them to Great
Hall Investment.
2. COMPENSATION FOR SERVICES.
-------------------------
In payment for the investment advisory and management services to be
rendered by the Adviser hereunder, each Fund shall pay to the Adviser a fee,
which fee shall be paid to the Adviser on a monthly basis not later than the
fifth business day of the month following the month in which said services
were rendered. The fee payable by each Fund shall be as set forth in Exhibit
A hereto. The fee payable by each Fund shall be based on the average of the
net asset values of all of the issued and outstanding shares of the Fund as
determined as at the close of each business day of the month pursuant to the
Articles of Incorporation, Bylaws, and currently effective Prospectus and
Statement of Additional Information of Great Hall Investment and the Fund.
3. ALLOCATION OF EXPENSES.
----------------------
(a) In addition to the fee described in Section 2 hereof, each Fund
shall pay all its costs and expenses which are not assumed by the Adviser.
These Fund expenses include, by way of example, but not by way of limitation,
taxes, interest, brokerage fees and commissions, and fees, costs and expenses
associated with the following other matters and services: registration and
qualification of Great Hall Investment, the Funds and their shares with the
Securities and Exchange Commission and the various states; services of
custodians, transfer agents, dividend disbursing agents, accounting services
agents, shareholder services agents, independent auditors and outside legal
counsel; maintenance of corporate existence; preparation, printing and
distribution of prospectuses to existing Fund shareholders; services of Great
Hall Investment directors who are not employees of the Adviser or of the
principal underwriters of the Funds' shares (the Co-Distributors) or any of
their affiliates; directors' and shareholders' meetings, including the
printing and mailing of proxy materials; insurance premiums for fidelity and
other coverage; issuance and sale of Fund shares (to the extent not borne by
the Co-Distributors under their agreement or agreements with Great Hall
Investment); redemption of Fund shares; printing and mailing of stock
certificates representing shares of the Funds; association membership dues;
preparation, printing and mailing of shareholder reports; and portfolio
pricing services, if any.
(b) The Adviser or the Co-Distributors shall bear all advertising and
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. No Fund shall use any of its
assets to finance costs incurred in connection with the distribution of its
shares except pursuant to a plan of distribution, if any, adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940.
4. FREEDOM TO DEAL WITH THIRD PARTIES.
----------------------------------
The Adviser 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.
5. 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, which date shall not precede
the date that this Agreement is approved by a vote of the holders of at least
a majority of the outstanding voting securities of such Fund.
(b) Unless sooner terminated as hereinafter provided, this Agreement
shall continue in effect with respect to each Fund for a period more than two
years from the date of its execution but only as long as such continuance is
specifically approved at least annually by (i) the Board of Directors of Great
Hall Investment 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 Investment who are not parties to this Agreement or
interested persons (as defined in the Investment Company Act of 1940, as
amended) of the Adviser or of Great Hall Investment cast in person at a
meeting called for the purpose of voting on such approval.
(c) This Agreement may be terminated with respect to any Fund at any
time, without the payment of any penalty, by the Board of Directors of Great
Hall Investment or by the vote of a majority of the outstanding voting
securities of such Fund, or by the Adviser, upon 60 days' written notice to
the other party.
(d) This Agreement shall automatically terminate in the event of its
assignment (as defined in the Investment Company Act of 1940, as amended).
(e) No amendment to this Agreement shall be effective with respect to
any Fund until approved by the vote of: (i) a majority of the directors of
Great Hall Investment who are not parties to this Agreement or interested
persons (as defined in the Investment Company Act of 1940, as amended) of the
Adviser or of Great Hall Investment cast in person at a meeting called for the
purpose of voting on such approval; and (ii) a majority of the outstanding
voting securities of the applicable Fund.
(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.
6. 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.
7. 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 Investment and the Adviser 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
--------------------------------
Its
------------------------------
INSIGHT INVESTMENT MANAGEMENT, INC.
By
--------------------------------
Its
------------------------------
EXHIBIT A
to
INVESTMENT ADVISORY AGREEMENT
ANNUAL ADVISORY FEE
FUND EFFECTIVE DATE (as % of average daily net assets)
---- -------------- ----------------------------------
Great Hall Prime November 1, 1991 .55% of average daily net assets
Money Market Fund up to $700 million;
(Series A) .50% of the next $500 million of
average daily net assets;
.45% of the next $800 million of
average daily net assets; and
.40% of average daily net assets
in excess of $2 billion
Great Hall U.S. November 1, 1991 .50% of average daily net assets
Government Money up to $100 million;
Money Market Fund .40% of the next $200 million of
(Series B) average daily net assets; and
.35% of average net assets in
excess of $300 million
Great Hall Tax-Free November 1, 1991 .50% of average daily net assets
Money Market Fund
(Series C)
Great Hall May 21, 1997 .25% of average daily net assets
Institutional Prime
Money Market Fund
(Series F)
1
- -5-
GREAT HALL INVESTMENT FUNDS, INC.
Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A
EXHIBIT 6
CO-DISTRIBUTOR AGREEMENT
<PAGE>
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 Dain Bosworth
Incorporated, a Delaware corporation, and Rauscher Pierce 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 _______________________________
Its ___________________________
DAIN BOSWORTH INCORPORATED
By _______________________________
Its ___________________________
RAUSCHER PIERCE RESFNES, INC.
By _______________________________
Its ___________________________
<PAGE>
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 Institutional Prime Money May 21, 1997 (1)
Market Fund (Series F)
___________________________________
(1) It is understood and agreed by the parties hereto that, with respect to
each of Series A, Series B, Series C and Series F 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, Series C and Series F.
GREAT HALL INVESTMENT FUNDS, INC.
Post-Effective Amendment No. 9 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 14th day of February,
1996 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 Dain Bosworth Incorporated ("DBI") and Rauscher Pierce
Refsnes, Inc. ("RPR" and, together with DBI, the "Underwriters"), each a
corporation organized and existing under the laws of the State of Delaware.
This Agreement supersedes and takes the place of the Shareholder Account
Services Agreement dated as of May 17, 1995 between Great Hall and the
Underwriters.
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, DBI and RPR serve as principal underwriters of each Fund's
shares of common stock; and
WHEREAS, Norwest Bank Minnesota, N.A. ("Norwest"), a national banking
association, currently serves as the transfer agent, dividend disbursing agent
and shareholder accounting services agent for each of the Funds; and
WHEREAS, each Underwriter, itself or through its affiliated clearing
firm, Regional Operations Group, Inc. ("ROG"), performs various dividend
disbursing and shareholder account services (as outlined below) for owners of
Fund shares who maintain evidence of their Fund shares with the applicable
Underwriter or ROG in a master account (a separate master account being
maintained for each Fund) in the name of the applicable Underwriter or ROG 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 the Underwriters (the "Customers"); and
WHEREAS, in consideration for the Underwriter's agreement to perform (or
cause ROG to perform) the aforementioned services, Great Hall agrees to
compensate the Underwriters and to reimburse certain costs and expenses
incurred by Underwriters 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 the Underwriters hereby agree as follows:
1. Scope of Appointment; Services.
------------------------------
(a) Subject to the conditions set forth in this Agreement, the
Underwriters hereby undertake and agree to perform (or to cause ROG 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 Norwest 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
Underwriters or ROG: (A) that would necessitate that DBI, RPR or ROG 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) The Underwriters agree to provide (or to cause ROG to provide) the
necessary facilities, equipment and personnel to perform its duties and
obligations hereunder in accordance with industry practice.
2. Records; Miscellaneous Covenants.
--------------------------------
(a) The Underwriters represent and covenant that (1) during the term
of this Agreement, they will comply (or cause ROG to comply) with all laws,
rules and regulations applicable to its provision of the Services hereunder and
(2) they have, 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) The Underwriters will maintain (or cause ROG to maintain)
customary records in connection with the provision of Services hereunder. Upon
the request of Great Hall, the Underwriters shall provide (or cause ROG to
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. The
Underwriters and ROG agree that they 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.
-------------------------
The Underwriters hereby agrees to promptly notify Great Hall if for any
reason they or ROG are unable to perform fully and promptly any of the
Underwriters 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 ROG hereunder,
Great Hall agrees to cause each Fund to pay the Underwriters a fee (and to
reimburse the Underwriters 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 the Underwriters and ROG and to
hold the Underwriters and ROG 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 the Underwriters or ROG
pursuant to this Agreement, unless the Underwriters or ROG acted negligently or
in bad faith.
(b) The Underwriters 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 the Underwriters' or ROG'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 as of the date first above written.
This Agreement may be terminated without penalty at any time by the
Underwriters or by Great Hall 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.
By
--------------------------------
Name:
Title:
DAIN BOSWORTH INCORPORATED RAUSCHER PIERCE REFSNES, INC.
By By
-------------------------------- --------------------------------
Name: Name:
Title: Title:
Adopted and consented to as of the 14th day of February, 1996 by:
REGIONAL OPERATIONS GROUP, INC.
By
--------------------------------
Name:
Title:
EXHIBIT A
to
SHAREHOLDER ACCOUNT SERVICES AGREEMENT
FUND EFFECTIVE DATE MONTHLY FEE
- ---- -------------- -----------
Great Hall Prime Money February 14, 1996 1/12 of $12.00 per year
Market Fund (Series A) per customer
Great Hall U.S. Government February 14, 1996 1/12 of $12.00 per year
Money Market Fund (Series B) per customer
Great Hall Tax-Free Money February 14, 1996 1/12 of $12.00 per year
Market Fund (Series C) per customer
Great Hall Institutional Prime May 21, 1997 1/12 of $12.00 per year
Money Market Fund (Series F) per customer
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 the
Underwriters for reasonable postage and statement printing expenses incurred by
the Underwriters.
- -4-
INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT made and effective as of this 13th day of January, 1997, by
and between GREAT HALL INVESTMENT FUNDS, INC., a Minnesota corporation, having
its principal place of business at 60 South Sixth Street, Minneapolis,
Minnesota, 55402 ("Fund"), and INVESTORS FIDUCIARY TRUST COMPANY, a state
chartered trust company organized and existing under the laws of the State of
Missouri, having its principal place of business at 127 West 10th Street,
Kansas City, Missouri, 64105 ("IFTC").
WHEREAS, Fund is registered as an "investment company" under the
Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, IFTC performs certain investment accounting and recordkeeping
services on a computerized accounting system (the "Portfolio Accounting
System") which is suitable for maintaining certain accounting records of the
portfolios of the Fund ("Portfolios"); and
WHEREAS, Fund desires to appoint IFTC as investment accounting and
recordkeeping agent for the Portfolios of the Fund, and IFTC is willing to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto, intending to be legally bound, mutually covenant and agree
as follows:
1. Appointment of Recordkeeping Agent. Fund hereby constitutes and appoints
IFTC as investment accounting and recordkeeping agent for the Portfolios
of the Fund to perform accounting and recordkeeping functions related to
portfolio transactions required of Fund under Section 31 of the 1940 Act,
and the rules and regulations thereunder and to calculate the net asset
value of the Portfolios.
2. Representations and Warranties of Fund. Fund hereby represents, warrants
and acknowledges to IFTC:
A. That it is a corporation or trust (as specified above) duly organized
and existing and in good standing under the laws of Minnesota, and
that it is registered under the 1940 Act;
B. That it has the requisite power and authority under applicable law,
its charter or declaration of trust and its bylaws to enter into this
Agreement; that it has taken all requisite action necessary to
appoint IFTC as investment accounting and recordkeeping agent for the
Portfolios of the Fund; that this Agreement has been duly executed
and delivered by Fund; and that this Agreement constitutes a legal,
valid and binding obligation of Fund, enforceable in accordance with
its terms; and
C. That it has determined to its satisfaction that the Portfolio
Accounting System is appropriate and suitable for its needs.
3. Representations and Warranties of IFTC. IFTC hereby represents, warrants
and acknowledges to Fund:
A. That it is a trust company duly organized and existing and in good
standing under the laws of the State of Missouri;
B. That it has the requisite power and authority under applicable law,
its charter and its bylaws to enter into and perform this Agreement;
that this Agreement has been duly executed and delivered by IFTC; and
that this Agreement constitutes a legal, valid and binding obligation
of IFTC, enforceable in accordance with its terms; and
C. That the accounts and records maintained and preserved by IFTC shall
be the property of Fund and that it will not use any information made
available to it under the terms hereof for any purpose other than
complying with its duties and responsibilities hereunder or as
specifically authorized by Fund in writing.
4. Duties and Responsibilities of Fund.
A. Fund shall turn over to IFTC all of each Portfolio's accounts and
records previously maintained, if any, as are required by IFTC to
perform its duties hereunder.
B. Fund shall provide to IFTC the information necessary to perform
IFTC's duties and responsibilities hereunder in writing or its
electronic or digital equivalent prior to the close of the New York
Stock Exchange on each day on which IFTC prices the Portfolios'
securities and foreign currency holdings.
C. Fund shall furnish IFTC with the declaration, record and payment
dates and amounts of any dividends or income and any other special
actions required concerning the securities in the Portfolios when
such information is not readily available from generally accepted
securities industry services or publications.
D. Fund shall pay to IFTC such compensation at such time as may from
time to time be agreed upon in writing by IFTC and Fund. The initial
compensation schedule is attached as Exhibit A. Fund shall also
reimburse IFTC on demand for all out-of-pocket disbursements, costs
and expenses incurred by IFTC in connection with services performed
pursuant to this Agreement.
E. Fund shall notify IFTC of any changes in statutes, rules,
regulations, requirements, or policies which may necessitate changes
in IFTC's responsibilities or procedures.
F. Fund shall provide to IFTC, as conclusive proof of any fact or matter
required to be ascertained from Fund as determined by IFTC, a
certificate signed by Fund's president or other officer of Fund, or
other authorized individual, as requested by IFTC. Fund shall also
provide to IFTC instructions with respect to any matter concerning
this Agreement reasonably requested by IFTC. IFTC may rely upon any
instruction or information by any person reasonably believed by it
to be an officer or agent of Fund, and shall not be held to have
notice of any change of authority of any such person until receipt of
written notice thereof from Fund.
G. Fund shall use reasonable care to preserve the confidentiality of the
Portfolio Accounting System and the tapes, books, reference manuals,
instructions, records, programs, documentation and information of,
and other materials relevant to, the Portfolio Accounting System and
the Business of IFTC ("Confidential Information"). Fund shall use
reasonable care to not voluntarily disclose such Confidential
Information to any other person other than its own employees who
reasonably have a need to know such information pursuant to this
Agreement. Fund shall return all such Confidential Information to
IFTC (or destroy such Confidential Information upon IFTC's request)
upon termination or expiration of this Agreement. For purposes of
this Agreement, "Confidential Information" means any information
concerning IFTC or the Portfolio Accounting System which IFTC
provides to the Fund, its agents or affiliates, or to which IFTC
grants the Fund, its agent or affiliates access, in connection with
the IFTC's provision of services under this Agreement; provided,
however, that Confidential Information shall not include any
information concerning IFTC or the Portfolio Accounting System: (i)
that is or becomes generally known or publicly available; (ii) that
was rightfully known by or available to the Fund or any of its agents
or affiliates on a nonconfidential basis prior to or after disclosure
by IFTC to the Fund or such agents or affiliates; or (iii) that is
developed by the Fund or its agents or affiliates independent of the
disclosure thereof by IFTC and is not derived from other Confidential
Information.
H. Fund has be informed that the Portfolio Accounting System is licensed
for use by IFTC from DST Systems, Inc. ("Licensor"), and Fund
acknowledges that IFTC and Licensor have proprietary rights in and to
the Portfolio Accounting System and all other IFTC or Licensor
programs, code, techniques, know-how, data bases, supporting
documentation, data formats and procedures, including without
limitation any changes or modifications made at the request or
expense or both of Fund (collectively, the "Protected Information").
Fund acknowledges that the Protected Information constitutes
confidential material and trade secrets of IFTC and Licensor. Fund
shall preserve the confidentiality of the Protected Information, and
Fund hereby acknowledges that any unauthorized use, misuse,
disclosure or taking of Protected Information, residing or existing
internal or external to a computer, computer system, or computer
network, or the knowing and unauthorized accessing or causing to be
accessed of any computer, computer system, or computer network, may
be subject to civil liabilities and criminal penalties under
applicable law. Fund shall so inform employees and agents who have
access to the Protected Information or to any computer equipment
capable of accessing the same. Licensor is intended to be and shall
be a third party beneficiary of the Fund's obligations and
undertakings contained in this paragraph.
I. If IFTC shall provide Fund direct access to the computerized
recordkeeping and reporting system used hereunder or if IFTC and Fund
shall agree to utilize any electronic system of communication, Fund
shall be fully responsible for any and all consequences of the use or
misuse of the terminal device, passwords, access instructions and
other means of access to such systems(s) which are utilized by,
assigned to or otherwise made available to the Fund. Fund agrees to
implement and enforce appropriate security policies and procedures to
prevent unauthorized or improper access to or use of such system(s).
IFTC shall be fully protected in acting hereunder upon any
instructions, communications, data or other information received by
IFTC by such means as fully and to the same effect as if delivered to
IFTC by written instrument signed by the requisite authorized
representative(s) of the Fund.
5. Duties and Responsibilities of IFTC.
A. IFTC shall calculate each Portfolio's net asset value, in accordance
with Fund's prospectus. IFTC will price the securities and foreign
currency holdings of the Portfolios for which market quotations are
available by the use of outside services designated by Fund which are
normally used and contracted with for this purpose; all other
securities and foreign currency holdings will be priced in accordance
with Fund's prospectus and other instructions.
B. IFTC shall prepare and maintain, with the direction and as
interpreted by Fund or Fund's accountants and/or other advisors, in
complete, accurate, and current form, all accounts and records needed
to be maintained as a basis for calculation of each Portfolio's net
asset value, and as further agreed upon by the parties in writing,
and shall preserve such records in the manner and for the periods
required by law or for such longer period as the parties may agree
upon in writing. Fund shall advise IFTC in writing of all applicable
record retention requirements, other than those set forth in the 1940
Act.
C. IFTC shall make available to Fund for inspection or reproduction
within a reasonable time, upon demand, all accounts and records of
Fund maintained and preserved by IFTC.
D. IFTC shall be entitled to rely conclusively on the completeness and
correctness of any and all accounts and records turned over to it by
Fund.
E. IFTC shall assist Fund's independent accountants, or upon approval of
Fund or upon demand, any regulatory body, in any requested review of
Fund's accounts and records maintained by IFTC but shall be
reimbursed by Fund for all expenses and employee time invested in any
such review outside of routine or normal periodic reviews.
F. Upon receipt from Fund of any necessary information or instructions,
IFTC shall provide information from the books and records it
maintains for Fund that Fund needs for tax returns, questionnaires,
or periodic reports to shareholders and such other reports and
information requests as Fund and IFTC shall agree upon from time to
time.
G. Additional series or portfolios of Fund may be added to this
Agreement, provided that IFTC consents to such addition. Rates or
charges for each additional series or portfolio shall be as agreed
upon by IFTC and Fund in writing.
H. IFTC shall not have any responsibility hereunder to Fund, Fund's
shareowners or any other person or entity for moneys or securities of
Fund, whether held by Fund or custodians of Fund.
6. Indemnification.
A. IFTC shall not be responsible or liable for, and Fund shall indemnify
and hold IFTC, and its directors and officers harmless from and
against, any and all costs, expenses, losses, damages, charges,
counsel fees, payments and liabilities, which may be asserted against
or incurred by them or for which they may be liable, arising out of
or attributable to:
1. IFTC's action or omission to act pursuant hereto, except for any
loss or damage arising from any negligent act or willful
misconduct of IFTC; provided however, that IFTC shall not be
liable for consequential, special, or punitive damages in any
event.
2. IFTC's payment of money as requested by Fund, or the taking of
any action which might make IFTC liable for payment of money;
provided, however, that IFTC shall not be obligated to expend
its own moneys or to take any such action except in IFTC's sole
discretion.
3. IFTC's good faith and reasonable action or omission to act
hereunder upon any instructions, advice, notice, request,
consent, certification or other instrument or paper appearing to
it to be genuine and to have been properly executed.
4. IFTC's action or omission to act in good faith reliance on the
advice or opinion of counsel for Fund or its own counsel, which
advice or opinion may be obtained by IFTC at the expense of
Fund, or on the instructions, advice and statements of Fund,
Fund's accountants and officers or other authorized individuals,
and others believed by it in good faith to be expert in matters
upon which they are consulted.
5. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the foregoing,
IFTC shall be under no duty or obligation to inquire into:
(a) The validity of the issue of any securities purchased by
or for Fund, or the legality of the purchase thereof, or
the propriety of the purchase price;
(b) The legality of the sale of any securities by or for Fund,
or the propriety of the sale price;
(c) The legality of the issue, sale or purchase of any shares
of Fund, or the sufficiency of the purchase or sale price;
or
(d) The legality of the declaration of any dividend by Fund,
or the legality of the issue of any shares of Fund in
payment of any stock dividend.
6. Any error, omission, inaccuracy or other deficiency in Fund's
accounts and records or other information provided by or on
behalf of Fund to IFTC, or the failure of Fund to provide, or
provide in a timely manner, any accounts, records, or
information needed by IFTC to perform its functions hereunder.
7. The Fund's refusal or failure to comply with the terms of this
Agreement (including without limitation the Fund's failure to
pay or reimburse IFTC under this indemnification provision), the
Fund's negligence or willful misconduct, or the failure of any
representation or warranty of the Fund hereunder to be and
remain true and correct in all respects at all times.
8. The use or misuse, whether authorized or unauthorized, of the
Portfolio Accounting System or other computerized recordkeeping
and reporting system to which IFTC provides Fund direct access
hereunder or of any other electronic system of communication
used hereunder by Fund or by any person who acquires access to
such system(s) through the terminal device, passwords, access
instructions or other means of access to such system(s) which
are utilized by, assigned to or otherwise made available to the
Fund, except to the extent attributable to any negligence or
willful misconduct by IFTC.
B. The Fund shall not be responsible or liable for, and IFTC shall
indemnify and hold the Fund and its directors and officers harmless
from and against, any and all costs, expenses, losses, damages,
charges, counsel fees, payments and liabilities, which may be
asserted against or incurred by them, or for which they may be liable
arising out of or attributable to (i) any failure of any
representation, warranty or covenant of IFTC herein to be and remain
true and correct in all respects at all times, or (ii) any failure by
IFTC to perform its obligations as set forth herein or any breach by
IFTC of this Agreement.
7. Force Majeure. IFTC shall not be responsible or liable for its failure or
delay in performance of its obligations under this Agreement arising out
of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including, without limitation: any interruption, loss
or malfunction of any utility, transportation, computer (hardware or
software) or communication service; inability to obtain labor, material,
equipment or transportation, or a delay in mails; governmental or exchange
action, statute, ordinance, rulings, regulations or direction; war,
strike, riot, emergency, civil disturbance, terrorism, vandalism,
explosions, labor disputes, freezes, floods, fires, tornados, acts of God
or public enemy, revolutions, or insurrection.
8. Procedures. IFTC and Fund may from time to time adopt procedures as they
agree upon, and IFTC may conclusively assume that any procedure approved
or directed by Fund or its accountants or other advisors does not conflict
with or violate any requirements of Fund's prospectus, charter or
declaration of trust, bylaws, any applicable law, rule or regulation, or
any order, decree or agreement by which the Fund may be bound.
9. Term and Termination. The initial term of this Agreement shall be a
period of one year commencing on the effective date hereof. This
Agreement shall continue thereafter until terminated by either party by
notice in writing received by the other party not less than ninety (90)
days prior to the date upon which such termination shall take effect.
Upon termination of this Agreement:
A. Fund shall pay to IFTC its fees and compensation due hereunder and
its reimbursable disbursements, costs and expenses paid or incurred
to such date.
B. Fund shall designate a successor (which may be Fund) by notice in
writing to IFTC on or before the termination date.
C. IFTC shall deliver to the successor, or if none has been designated,
to Fund, all records, funds and other properties of Fund deposited
with or held by IFTC hereunder. In the event that IFTC does not
receive explicit delivery instructions and payment of the expenses to
be incurred by compliance with such instructions, delivery of such
records will be made at the offices of IFTC. In the event that
neither a successor nor Fund takes delivery of all records, funds and
other properties of Fund by the termination date, IFTC's sole
obligation with respect thereto from the termination date until
delivery to a successor or Fund shall be to exercise reasonable care
to hold the same in custody in its form and condition as of the
termination date, and IFTC shall be entitled to reasonable
compensation therefor, including but not limited to all of its out-
of-pocket costs and expenses incurred in connection therewith.
10. Notices. Notices, requests, instructions and other writings addressed to
Fund at 60 South Sixth Street, Minneapolis, Minnesota 55402, Attn: Tom
Vogel, or at such address as Fund may have designated to IFTC in writing,
shall be deemed to have been properly given to Fund hereunder; and
notices, requests, instructions and other writings addressed to IFTC at
its offices at 127 West 10th Street, Kansas City, MO 64105, Attn: Allen
Strain, or to such other address as it may have designated to Fund in
writing, shall be deemed to have been properly given to IFTC hereunder.
11. Limitation of Portfolio Liability. Each Portfolio shall be regarded for
all purposes hereunder as a separate party apart from each other
Portfolio. Unless the context otherwise requires, with respect to every
transaction covered by this Agreement, every reference herein to the Fund
shall be deemed to relate solely to the particular Portfolio to which such
transaction relates. Under no circumstances shall the rights, obligations
or remedies with respect to a particular Portfolio constitute a right,
obligation or remedy applicable to any other Portfolio. The use of this
single document to memorialize the separate agreement of each Portfolio is
understood to be for clerical convenience only and shall not constitute
any basis for joining the Portfolios for any reason.
12. Miscellaneous.
A. This Agreement shall be construed according to, and the rights and
liabilities of the parties hereto shall be governed by, the laws of
the State of Missouri, without reference to the choice of laws
principles thereof.
B. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.
C. The representations and warranties, the indemnification extended
hereunder, and the provisions of Sections 4.G. and 4.H. are intended
to and shall continue after and survive the expiration, termination
or cancellation of this Agreement.
D. No provisions (including, but not limited to, Exhibit A) of the
Agreement may be amended or modified in any manner except by a
written agreement properly authorized and executed by each party
hereto. The parties agree that the initial compensation to be paid
by the Fund to IFTC hereunder shall remain in effect for a period of
at least one year from the effective date of this Agreement and that
any proposed increase in such compensation following such one-year
period shall be preceded by not less than 120 days written notice by
IFTC to the Fund of IFTC's intention to increase its compensation
hereunder, including the proposed amount of such increase and the
time period during which such proposed increase shall remain in
effect.
E. The failure of either party to insist upon the performance of any
terms or conditions of this Agreement or to enforce any rights
resulting from any breach of any of the terms or conditions of this
Agreement, including the payment of damages, shall not be construed
as a continuing or permanent waiver of any such terms, conditions,
rights or privileges, but the same shall continue and remain in full
force and effect as if no such forbearance or waiver had occurred.
No waiver, release or discharge of any party's rights hereunder shall
be effective unless contained in a written instrument signed by the
party sought to be charged.
F. The captions in this Agreement are included for convenience of
reference only, and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect.
G. This Agreement may be executed in two or more separate counterparts,
each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
H. If any provision of this Agreement shall be determined to be invalid
or unenforceable, the remaining provisions of this Agreement shall
not be affected thereby, and every provision of this Agreement shall
remain in full force and effect and shall remain enforceable to the
fullest extent permitted by applicable law.
I. This Agreement may not be assigned by either party without the prior
written consent of the other.
J. Neither the execution nor performance of this Agreement shall be
deemed to create a partnership or joint venture by and between Fund
and IFTC.
K. Except as specifically provided herein, this Agreement does not in
any way affect any other agreements entered into among the parties
hereto and any actions taken or omitted by any party hereunder shall
not affect any rights or obligations of any other party hereunder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective and duly authorized officers, to be effective as of the day
and year first above written.
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/ Allen R. Strain
----------------------------
Allen R. Strain
Title: Executive Vice President
-------------------------
GREAT HALL INVESTMENT FUNDS, INC.
By: /s/ Thomas D. Vogel
----------------------------
Thomas D. Vogel
Title: Compliance Officer
-------------------------
INVESTORS FIDUCIARY TRUST COMPANY
PROPOSED FEE SCHEDULE
GREAT HALL FUNDS
I. INVESTMENT ACCOUNTING
A. Monthly Fee Per Portfolio
$3,125*
*The start-up fund will be charged $1,250 per month for the first
year of operations.
II. NOTES TO THE ABOVE FEE SCHEDULE
A. The above schedule does not include out-of-pocket expenses that would
be incurred by IFTC on the client's behalf. Examples of out-of-
pocket expenses include but are not limited to microfiche, disaster
recovery, pricing and research services, overnight mailing services,
foreign registration and script fees, etc. IFTC bills out-of-pocket
expenses separately from service fees.
B. The fees stated above are exclusive of terminal equipment required in
the client's location(s) and communication line costs.
C. Any fees or out-of-pocket expenses not paid within 30 days of the
date of the original invoice will be charged a late payment fee of 1%
per month until payment of the fees are received by IFTC.
D. The above fee schedule is applicable for selections made and
communicated within 90 days of the date of this proposal. The fees
are guaranteed for a one year period commencing on the effective date
of the service agreement between IFTC and the client. All changes to
the fee schedule will be communicated in writing at least 60 days
prior to their effective date.
/s/ Allen R. Strain /s/ Thomas D. Vogel
Allen R. Strain Thomas D. Vogel
- --------------------------------- ---------------------------------
Investors Fiduciary Trust Company Great Hall Funds
January 23, 1997 January 22, 1997
- --------------------------------- ---------------------------------
Date Date
GREAT HALL INVESTMENT FUNDS, INC.
Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A
EXHIBIT 10
OPINION AND CONSENT OF FAEGRE & BENSON LLP
FAEGRE & BENSON LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
Great Hall Investment Funds, Inc.
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form N1-A (File Nos:
33-41395 and 811-6340) (the "Registration Statement") which you have filed with
the Securities and Exchange Commission for the purposes of registering Great
Hall Investment Funds, Inc. (the "Company") as an open-end management
investment company pursuant to the Investment Company Act of 1940 and of
registering for sale by the Company an indefinite number of the Company's
common shares, par value $.01 per share, pursuant to the Securities Act of
1933. This opinion relates solely to the Company's Series A Common Shares,
Series B Common Shares, Series C Common Shares and Series F Common Shares
(collectively, the "Shares").
We are familiar with the proceedings to date with respect to the proposed
sales by the Company of the Shares, and have examined such records, documents
and matters of law, and have satisfied ourselves as to such matters of fact, as
we consider relevant for the purposes of this opinion.
We are of the opinion that:
(a) The Company is a legally organized corporation under
Minnesota law; and
(b) The Shares to be sold by the Company will be legally issued,
fully paid and nonassessable, if and when issued and sold upon the
terms and in the manner set forth in the Registration Statement.
We consent to the reference to this firm under the caption "Counsel and
Auditors" in each Statement of Additional Information contained in the
Registration Statement and to the use of its opinion as an exhibit to the
Registration Statement.
Dated: May 15, 1997
Very truly yours,
/s/ Faegre & Benson LLP
Faegre & Benson LLP
