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EXHIBIT 9F
FUND SERVICES, INC.
TRANSFER AGENT AGREEMENT
THIS AGREEMENT, between The Monument Series Fund, Inc. (the "Fund"), a
corporation operating as an open-end investment company under the Investment
Company Act of 1940, duly organized and existing under the laws of the State of
Maryland, and FUND SERVICES, INC., a corporation organized under the laws of
the State of Virginia ("FSI"), provides as follows:
WHEREAS, FSI has agreed to act as transfer agent for the purpose of
recording the transfer, issuance and redemption of Shares of the Fund,
transferring the Shares of the Fund, disbursing dividends and other
distributions to Shareholders, filing various tax forms, mailing shareholder
information and receiving and responding to various shareholder inquiries;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:
SECTION 1. The Fund hereby appoints FSI as its transfer agent and FSI
agrees to act in such capacity upon the terms set forth in this Agreement,
effective October 1, 1998.
SECTION 2. The Fund shall furnish to FSI a supply of blank Share
Certificates and, from time to time, will renew such supply upon FSI's request.
Blank Share Certificates shall be signed manually or by facsimile signatures of
officers of the Fund and, if required by FSI, shall bear the Fund's seal or a
facsimile thereof.
SECTION 3. FSI shall make original issues of Shares of the Fund in
accordance with SECTIONS 13 and 14 below and the Fund's then current
prospectus, upon receipt of (i) Written Instructions requesting the issuance,
(ii) a certified copy of a resolution of the Fund's Board of Directors
authorizing the issuance, (iii) necessary funds for the payment of any original
issue tax applicable to such additional Shares, (iv) an opinion of the Fund's
counsel as to the legality and validity of the issuance, which opinion may
provide that it is contingent upon the filing by the Fund of an appropriate
notice with the Securities and Exchange Commission, as required by Rule 24f-2
of the Investment Company Act of 1940, as amended from time to time. If the
opinion described in (iv) above is contingent upon a filing under such rule,
the Fund shall fully
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indemnify FSI for any liability arising from the failure of the Fund to comply
with such rule.
SECTION 4. Transfers of Shares of the Fund shall be registered and,
subject to the provisions of SECTION 10, new Share Certificates shall be issued
by FSI upon surrender of outstanding Share Certificates in the form deemed by
FSI to be properly endorsed for transfer, which form shall include (i) all
necessary endorsers' signatures guaranteed by a member firm of a national
securities exchange or a domestic commercial bank, (ii) such assurances as FSI
may deem necessary to evidence the genuineness and effectiveness of each
endorsement and (iii) satisfactory evidence of compliance with all applicable
laws relating to the payment or collection of taxes. FSI shall take reasonable
measures as instructed by the Fund and agreed upon by FSI to enable the Fund to
identify proposed transfers that, if effected, will likely cause the Fund to
fall within the Internal Revenue Code definitions of a personal holding
company and shall not make such transfers contrary to the Fund's instructions
without the prior written approval of the Fund and its counsel.
SECTION 5. FSI shall forward Share Certificates in "non-negotiable" form
by first-class or registered mail, or by whatever means FSI deems equally
reliable and expeditious. While in transit to the addressee, all deliveries of
Share Certificates shall be insured by FSI as it deems appropriate. FSI shall
not mail Share Certificates in "negotiable" form, unless requested in writing
by the Fund and fully indemnified by the Fund to FSI's satisfaction.
SECTION 6. In registering transfers of Shares the Fund, FSI may rely
upon the Uniform Commercial Code or any other statutes that, in the opinion of
FSI's counsel, protect FSI and the Fund from liability arising from (i) not
requiring complete documentation, (ii) registering a transfer without an
adverse claim inquiry, (iii) delaying registration for purposes of such
inquiry, or (iv) refusing registration whenever an adverse claim requires such
refusal.
SECTION 7. FSI may issue new Share Certificates in place of those lost,
destroyed or stolen, upon receiving indemnity satisfactory to FSI and may issue
new Share Certificates in exchange for, and upon surrender of, mutilated Share
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Certificates as FSI deems appropriate.
SECTION 8. Unless otherwise directed by the Fund, FSI may issue or
register Share Certificates reflecting the signature, or facsimile thereof, of
an officer who has died, resigned or been removed by the Fund. The Fund shall
file promptly with FSI any approvals, adoptions, or ratifications of such
actions as may be required by law or FSI.
SECTION 9. FSI shall maintain customary stock registry records for the
Fund, noting the issuance, transfer or redemption of Shares and the issuance
and transfer of Share Certificates. FSI may also maintain for the Fund an
account entitled "Unissued Certificate Account," in which it will record the
Shares, and fractions thereof, issued and outstanding from time to time for
which issuance of Share Certificates has not been requested. FSI is authorized
to keep records for the Fund, containing the names and last known addresses of
Shareholders and Planholders, and the number of Shares, and fractions thereof,
from time to time owned by them for which no Share Certificates are
outstanding. Each Shareholder or Planholder will be assigned a single account
number for the Fund, even though Shares held under each Plan and Shares for
which Certificates have been issued will be accounted for separately. Whenever
a Shareholder deposits Shares represented by Share Certificates in a Plan that
permits the deposit of Shares thereunder, FSI upon receipt of the Share
Certificates registered in the name of the Shareholder (or if not registered,
in proper form for transfer), shall cancel such Share Certificates, debit the
Shareholder's individual account, credit the Shares to the Unissued Share
Certificate Account pursuant to SECTION 10 below and credit the deposited
Shares to the proper Plan account.
SECTION 10. FSI shall issue Share Certificates for Shares of the Fund
only upon receipt of a written request from a Shareholder. If Shares are
purchased without such request, FSI shall merely note on its stock registry
records the issuance of the Shares and fractions thereof and credit the
Unissued Certificate Account and the respective Shareholders' accounts with the
Shares. Whenever Shares, and fractions thereof, owned by Shareholders are
surrendered for redemption, FSI may process the transactions by making
appropriate entries in the
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stock transfer records, and debiting the Unissued Certificate Account and the
record of issued Shares outstanding; it shall be unnecessary for FSI to reissue
Share Certificates in the name of the Fund.
SECTION 11. FSI shall also perform the usual duties and functions
required of a stock transfer agent for a corporation, including but not limited
to (i) issuing Share Certificates as Treasury Shares, as directed by Written
Instructions, and (ii) transferring Share Certificates from one Shareholder to
another in the usual manner. FSI may rely conclusively and act without further
investigation upon any list, instruction, certification, authorization, Share
Certificate or other instrument or paper reasonably believed by it in good
faith to be genuine and unaltered, and to have been signed, countersigned or
executed or authorized by a duly-authorized person or persons, or by the Fund,
upon the advice of counsel for the Fund or for FSI, or upon the net asset value
quotation of the Service Agent, as hereinafter defined. FSI may record any
transfer of Share Certificates which it reasonably believes in good faith to
have been duly-authorized, or may refuse to record any transfer of Share
Certificates if, in good faith, it deems such refusal necessary in order to
avoid any liability on the part of either the Fund or FSI. The Fund agrees to
indemnify and hold harmless FSI from and against any and all losses, costs,
claims, and liability that it may suffer or incur by reason of such good faith
reliance, action or failure to act.
SECTION 12. FSI shall notify the Fund of any request or demand for the
inspection of the Fund's share records. FSI shall abide by the Fund's
instructions for granting or denying the inspection; provided, however, FSI may
grant the inspection without such instructions if it is advised by its counsel
that failure to do so will result in liability to FSI.
SECTION 13. For purposes of this Section, the Fund hereby instructs FSI
to consider Shareholder and Planholder payments as federal funds on the day
indicated below:
(a) for a wire received prior to 12:00 noon Eastern time, on the same
day;
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(b) for a wire received on or after 12:00 noon Eastern time, on the
next business day;
(c) for a check received prior to 12:00 noon Eastern time, on the
second business day following receipt; and
(d) for a check received on or after 12:00 noon Eastern time, on the
third business day following receipt.
Immediately after 4:00 p.m. Eastern time or such other time as the Fund may
reasonably specify (the "Valuation Time") on each day that the Fund and FSI are
open for business, FSI shall obtain from the Fund's service agent, as specified
by the Fund in writing to FSI, a quotation (on which it may conclusively rely)
of the net asset value, determined as of the Valuation Time on that day. On
each day FSI is open for business, it shall use the net asset value determined
by the Service Agent to compute the number of Shares and fractional Shares to
be purchased and the aggregate purchase proceeds to be deposited with the
Custodian. As necessary but no more frequently than daily (unless a more
frequent basis is agreed to by FSI), FSI shall place a purchase order with the
Custodian for the proper number of Shares and fractional Shares to be purchased
and promptly thereafter shall send written confirmation of such purchase to the
Custodian and the Fund.
SECTION 14. Having made the calculations required by SECTION 13, FSI
shall thereupon pay the Custodian the aggregate net asset value of Shares of
the Fund purchased. The aggregate number of Shares and fractional Shares
purchased shall then be issued daily and credited by FSI to the Unissued
Certificate Account. FSI shall also credit each Shareholder's separate account
with the number of shares purchased by such Shareholder. FSI shall promptly
thereafter mail written confirmation of the purchase to each Shareholder or
Planholder, and if requested, to a specified broker-dealer and the Fund. Each
confirmation shall indicate the prior Share balance, the new Share balance, the
Shares held under a Plan (if any), the Shares for which Share Certificates are
outstanding (if any), the amount invested and the price paid for the
newly-purchased Shares.
SECTION 15. Prior to the Valuation Time on each business day, as
specified
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in accordance with SECTION 13 above, FSI shall process all requests to redeem
Shares of the Fund and advise the Custodian of (i) the total number of Shares
of the Fund available for redemption and (ii) the number of Shares and
fractional Shares of the Fund requested to be redeemed. Upon confirmation of
the net asset value, FSI shall notify the Fund and the Custodian of the
redemption, apply the redemption proceeds in accordance with SECTION 16 and the
Fund's prospectus, record the redemption in the stock registry books, and debit
the redeemed Shares from the Unissued Certificate Account and the individual
account of the Shareholder or Planholder.
In lieu of carrying out the redemption procedures described in the
preceding paragraph, FSI may, at the request of the Fund, sell Shares of the
Fund to the Fund as repurchases from Shareholders and/or Planholders, provided
that the sales price is not less than the applicable redemption price. The
redemption procedures shall then be appropriately modified.
SECTION 16. The proceeds of redemption shall be remitted by FSI in
accordance with the Fund's then current prospectus as follows:
(a) By check mailed to the Shareholder or Planholder at his last known
address. The request and stock certificates, if any, for Shares being redeemed
must reflect a guarantee of the owner's signature by a domestic commercial bank
or trust company or a member firm of a national securities exchange. If Share
Certificates have not been issued to the redeeming Shareholder or Planholder,
the signature of the Shareholder or Planholder on the redemption request must
be similarly guaranteed. The Fund may authorize FSI in writing to waive the
signature guarantee for any specific transaction or classes of transactions;
(b) By wire to a designated bank or broker upon telephone request,
without signature guarantee, if such redemption procedure has been elected on
the Shareholder's or Planholder's account information form. Any change in the
designated bank or broker account will be acted upon by FSI only if made in
writing by the Planholder or Shareholder, with signature guaranteed as required
by paragraph (a) above;
(c) In case of an expedited telephone redemption, by check payable to the
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Shareholder or Planholder of record and mailed for deposit to the bank account
designated in the Shareholder account information form;
(d) By other procedures commonly followed by mutual funds, as set forth
in Written Instructions from the Fund and mutually agreed upon by the Fund and
FSI.
For purposes of redemption of shares of the Fund that have been purchased
by check within fifteen (15) days prior to receipt of the redemption request,
the Fund shall provide FSI with Written Instructions concerning the time within
which such requests may be honored.
The authority of FSI to perform its responsibilities under SECTIONS 15
and 16 shall be suspended if FSI receives notice of the suspension of the
determination of the Fund's net asset value.
SECTION 17. Upon the declaration of each dividend and each capital gains
distribution by the Fund's Board of Directors, the Fund shall notify FSI of the
date of such declaration, the amount payable per share, the record date for
determining the Shareholders entitled to payment, the payment and the
reinvestment date price.
SECTION 18. On or before each payment date the Fund will transfer, or
cause the Custodian to transfer, to FSI the total amount of the dividend or
distribution currently payable. FSI will, on the designated payment date,
reinvest all dividends in additional shares and shall thereupon pay the
Custodian the aggregate net asset value of the additional shares and shall
promptly mail to each Shareholder or Planholder at his last known address, a
statement showing the number of full and fractional shares (rounded to three
decimal places) then owned by the Shareholder or Planholder and the net asset
value of such shares; provided, however, that if a Shareholder or Planholder
elects to receive dividends in cash, FSI shall prepare a check in the
appropriate amount and mail it to him at his last known address within five (5)
business days after the designated payment date.
SECTION 19. FSI shall maintain records regarding the issuance and
redemption of Shares of the Fund and dividend reinvestments. Such records will
list the transactions effected for each Shareholder and Planholder and the
number
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of Shares and fractional Shares owned by each for which no Share Certificates
are outstanding. FSI agrees to make available upon request and to preserve for
the periods prescribed in Rule 31a-2 of the Investment Company Act of 1940 any
records related to services provided under this Agreement and required to be
maintained by Rule 31a-1 of such Act.
SECTION 20. FSI shall maintain those records necessary to enable the Fund
to file, in a timely manner, Form N-SAR (Semi-annual report) or any successor
monthly, quarterly or annual report required by the Investment Company Act of
1940, or rules and regulations thereunder.
SECTION 21. FSI shall cooperate with the Fund's independent public
accountants and shall take reasonable action to make all necessary information
available to such accountants for the performance of their duties.
SECTION 22. In addition to the services described above, FSI will perform
other services for the Fund as mutually agreed upon in writing from time to
time, including but not limited to preparing and filing federal tax forms with
the Internal Revenue Service, mailing federal tax information to Shareholders,
mailing semi-annual Shareholder reports, preparing the annual list of
Shareholders and mailing notices of Shareholders' meetings, proxies and proxy
statements. FSI shall answer Shareholder inquiries related to their share
accounts and other correspondence requiring an answer from the Fund. FSI shall
maintain dated copies of written communications from Shareholders, and replies
thereto.
SECTION 23. Nothing contained in this Agreement is intended to or shall
require FSI, in any capacity hereunder, to perform any functions or duties on
any holiday, weekend or weekday on which day FSI or the New York Stock Exchange
is closed. Functions or duties normally scheduled to be performed on such days
shall be performed on, and as of, the next business day on which both the New
York Stock Exchange and FSI are open, unless otherwise required by law;
provided, however, that all purchase or redemption requests received by the
Fund for a date on which the Exchange is open but FSI is not shall be priced
and executed "as of" such date on the next business day FSI is open, unless
otherwise required by law.
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SECTION 24. The Fund agrees to pay FSI compensation for its services as
set forth in Schedule A attached hereto, or as shall be set forth in written
amendments to such Schedule approved by the Fund and FSI from time to time.
SECTION 25. FSI shall not be liable for any taxes, assessments or
governmental charges that my be levied or assessed on any basis whatsoever in
connection with the Fund, or any Plan thereof, Shareholder or Planholder,
excluding taxes assessed against FSI for compensation received by it hereunder.
SECTION 26. FSI shall not be liable for any non-negligent action taken in
good faith and reasonably believed by FSI to be within the powers conferred
upon it by this Agreement. The Fund shall indemnify FSI and hold it harmless
from and against any and all losses, claims, damages, liabilities or expenses
(including reasonable expenses for legal counsel) arising directly or
indirectly out of or in connection with this Agreement; provided such loss,
claim, damage, liability or expense is not the direct result of FSI's
negligence or willful misconduct, and provided further that FSI shall give the
Fund notice and reasonable opportunity to defend any such loss, claim, etc. in
the name of the Fund or FSI, or both. Without limiting the foregoing:
(a) FSI may rely upon the advice of the Fund or counsel to the Fund or
FSI, and upon statements of accountants, brokers and other persons believed by
FSI in good faith to be experts in the matters upon which they are consulted.
FSI shall not be liable for any action taken in good faith reliance upon such
advice or statements;
(b) FSI shall not be liable for any action reasonably taken in good
faith reliance upon any Written Instructions, Oral Instructions, including the
Service Agent's net asset value quotation, or certified copy of any resolution
of the Fund's Board of Directors; provided, however, that upon receipt of a
Written Instruction countermanding a prior Written or Oral Instruction that has
not been fully executed by FSI, FSI shall verify the content of the second
Written Instruction and honor it, to the extent possible. FSI may rely upon
the genuineness of any such document, or copy thereof, reasonably believed by
FSI in good faith to have been validly executed; and
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(c) FSI may rely, and shall be protected by the Fund in acting upon any
signature, instruction, request, letter of transmittal, certificate, opinion of
counsel, statement, instrument, report, notice, consent, order, or other paper
or document reasonably believed by it in good faith to be genuine and to have
been signed or presented by the purchaser, Fund or other proper party or
parties.
(d) The Fund shall, as soon as possible, amend its prospectus to conform
with the provisions of this Agreement and make all necessary filings of the
amended prospectus, and shall indemnify FSI for any loss, claim or expense
resulting from FSI's reliance upon the Fund's representations in this
Agreement, notwithstanding a contrary representation in its prospectus.
SECTION 27. Upon receipt of Written Instructions, FSI is authorized to
make payment upon redemption of Shares without a signature guarantee. The Fund
hereby agrees to indemnify and hold FSI harmless from any and all expenses,
damages, claims, suits, liabilities, action, demands or losses whatsoever
arising out of or in connection with a payment by FSI for redemption of Shares
without a signature guarantee. Upon the request of FSI, the Fund shall assume
the entire defense of any such action, suit or claim. FSI shall notify the
Fund in a timely manner of any such action, suit or claim.
SECTION 28. The Fund shall deliver or cause to be delivered over to FSI
(i) an accurate list of Shareholders of the Fund, showing each Shareholder's
last known address, number of Shares owned and whether such shares are
represented by outstanding Share Certificates or by non-certificated share
accounts, (ii) all records relating to Plans of the Fund, including original
applications signed by the Planholders and original plan accounts recording
payment, deductions, reinvestments, withdrawals and liquidations and (iii) all
shareholder records, files, and other materials necessary or appropriate for
proper performance of the functions assumed by FSI under this Agreement
(collectively referred to as the "Materials"). The Fund shall indemnify and
hold FSI harmless from any and all expenses, damages, claims, suits,
liabilities, actions, demands and losses arising out of or in connection with
any error, omission, inaccuracy or other deficiency of such Materials, or out
of the failure of the Fund to provide any
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portion of the Materials or to provide anyinformation needed by FSI to
knowledgeably perform its functions.
SECTION 29. FSI shall, at all times, act in good faith and shall use
whatever methods it deems appropriate to ensure the accuracy of all services
performed under this Agreement. FSI shall be liable only for loss or damage
due to errors caused by FSI's negligence, bad faith or willful misconduct or
that of its employees.
SECTION 30. This Agreement may be amended from time to time by a written
supplemental agreement executed by the Fund and FSI and without notice to or
approval of the Shareholders or Planholders; provided the intent and purposes
of any Plan, as stated from time to time in the Fund's prospectus, are
observed. The parties hereto may adopt procedures as may be appropriate or
practical under the circumstances, and FSI may conclusively rely on the
determination of the Fund that any procedure that has been approved by the Fund
does not conflict with or violate any requirement of its Articles of
Incorporation, By-Laws or prospectus, or any rule, regulation or requirement of
any regulatory body.
SECTION 31. The Fund shall file with FSI a certified copy of the
operative resolution of its Board of Directors authorizing the execution of
Written Instructions or the transmittal of Oral Instructions.
SECTION 32. The terms, as defined in this Section, whenever used in this
Agreement or in any amendment or supplement hereto, shall have the meanings
specified below, insofar as the context will allow:
(a) The Fund: The term Fund shall mean Monument Series Fund, Inc.
(b) Custodian: The term Custodian shall mean Star Bank, N.A.
(c) Series: The term Series shall mean Monument Washington Regional
Growth Fund, Monument Washington Regional Aggressive Growth Fund and Monument
Internet Fund.
(d) Securities: The term Securities shall mean bonds, debentures,
notes, stocks, shares, evidences of indebtedness, and other securities and
investments from time to time owned by the Fund.
(e) Share Certificates: The term Share Certificates shall mean the
stock certificates for the Shares of the Fund.
(f) Shareholders: The term Shareholders shall mean the registered
owners
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from time to time of the Shares of the Fund, as reflected on the stock registry
records of the Fund.
(g) Shares: The term Shares shall mean the issued and outstanding
shares of common stock of the Fund.
(h) Oral Instructions: The term Oral Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of
any kind transmitted to FSI in person or by telephone, vocal telegram or other
electronic means, by a person or person reasonably believed in good faith by
FSI to be a person or person authorized by a resolution of the Board of
Directors of the Fund to give Oral Instructions on behalf of the Fund.
(i) Written Instructions: The term Written Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of
any kind transmitted to FSI in original writing containing original signatures,
or a copy of such document transmitted by telecopy, including transmission of
such signature, or other mechanical or documentary means, at the request of a
person or persons reasonably believed in good faith by FSI to be a person or
persons authorized by a resolution of the Board of Directors of the Fund to
give Written Instructions on behalf of the Fund.
(j) Plan: The term Plan shall include such investment plan, dividends
or capital gains reinvestment plans, systematic withdrawal plans or other types
of plans set forth in the then current prospectus of the Fund (excluding any
qualified retirement plan that is a Shareholder of the Fund) in form acceptable
to FSI, adopted by the Fund from time to time and made available to its
Shareholders, including plans or accounts by self-employed individuals or
partnerships.
(k) Planholder: The term Planholder shall mean a Shareholder who, at
the time of reference, is participating in a Plan, including any underwriter,
representative or broker-dealer.
SECTION 33. In the event that any check or other order for the payment of
money is returned unpaid for any reason, FSI shall promptly notify the Fund of
the non-payment.
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SECTION 34. Either party may give sixty (60) days written notice to the
other of the termination of this Agreement, such termination to take effect at
the time specified in the notice.
SECTION 35. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first-class mail, postage prepaid, to the
respective parties.
Notice to the Fund shall be given as follows until further notice:
Monument Series Fund Inc.
0000 Xxxxxx Xxxx
Xxxxxx, XX 00000
Attention:
Notice to FSI shall be given as follows until further notice:
FUND SERVICES, INC.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxxxxx, Xx., President
SECTION 36. The Fund represents and warrants to FSI that the execution
and delivery of this Transfer Agent Agreement by the undersigned officer of the
Fund has been duly and validly authorized by resolution of the Fund's Board of
Directors. FSI represents and warrants to the Fund that the execution and
delivery of this Agreement by the undersigned officer of FSI has also been duly
and validly authorized.
SECTION 37. This Agreement may be executed in more than one counterpart,
each of which shall be deemed to be an original.
SECTION 38. This Agreement shall extend to and shall bind the parties
hereto and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of FSI or by FSI without the written consent of the Fund, authorized or
approved by a resolution of the Fund's Board of Directors.
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SECTION 39. This Agreement shall be governed by the laws of the State of
Virginia.
WITNESS the following signatures:
/s/ Xxxxx X. Xxxxxx
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By: Xxxxx X. Xxxxxx
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Title: President
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Date: 9/15/98
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FUND SERVICES, INC.
/s/ Xxxxxxx X. Xxxxxxxxxx
----------------------
By: Xxxxxxx X. Xxxxxxxxxx
----------------------
Title: President
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Date: 9/29/98
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