EXHIBIT 13(j)
SUBSCRIPTION AGREEMENT
This Subscription Agreement ("Agreement") between Monument Series Fund,
Inc. ("Company"), a corporation organized under the laws of the State of
Maryland, and Xxxxxxx X. and Xxxxx X. Xxxxxxx (the "undersigned")
(collectively, the "Parties").
In consideration of the mutual promises set forth herein, the Parties
agree as follows:
1. The Company agrees to sell to the undersigned, and the undersigned
agrees to purchase, 500 shares of common stock of the Company ("Shares") at a
price of ten dollars ($10.00) per Share for one or both of each series of the
Company in the following amounts: 250 Shares of Monument Washington Regional
Growth Fund, and 250 Shares of Monument Washington Regional Aggressive Growth
Fund, on a date to be specified by the Company, prior to the effective date of
the Company's Form N-1A Registration Statement under the Securities Act of
1933 ("1933 Act").
2. The undersigned represents and warrants to the Company that the Shares
are being acquired solely for investment purposes and not with a view towards
resale or disposition of all or any part thereof, and that he or she has no
present plan or intention to sell or otherwise dispose of the Shares or any
part thereof.
3. The undersigned represents and warrants that he or she has such
knowledge and experience of financial and business matters to evaluate the
merits and risks of the prospective investment and to make an informed
decision.
4. The undersigned acknowledges that the Shares have not been registered
under any state or federal securities laws and that, therefore, the Company is
relying on certain exemptions therein from such registration requirements,
including exemptions dependent on the intent of the undersigned in acquiring
the Shares.
5. The undersigned represents and warrants that the sale of any of the
Shares will only be made by redemption to the Company and not by a transfer to
any third party.
6. The undersigned agrees to withdraw any request to redeem any of the
Shares to the extent that the Company informs the undersigned that the effect
of such redemption could have a material adverse effect on the series of the
Company.
7. The undersigned agrees not to otherwise dispose of the Shares or any
part thereof unless a registration statement with respect to such Shares is
then in effect under the 1933 Act and under any applicable state securities
laws or unless the undersigned shall have delivered to the Company an opinion
of counsel, in form and substance acceptable to the Company, that no such
registration is necessary.
8. The Parties acknowledge that there are no agreements or arrangements
between the undersigned and any of the Company's officers, directors,
employees or its investment adviser, or any affiliated persons thereof with
respect to the redemption of the Shares or the future distribution of Fund
shares.
9. The undersigned acknowledges that he or she is fully aware that the
organization expenses of the Company, including the costs and expenses of
registration of the Shares, are being charged to the operation of the Company
over a period of five years, and that in the event the undersigned redeems any
portion of these Shares prior to the end of said amortization period, the
undersigned will reimburse the Company for the pro rata share of the
unamortized organization expenses (by reduction of the redemption proceeds) in
the same proportion as the number of Shares being redeemed bears to the total
number of remaining initial Shares acquired by the undersigned hereunder.
10. The undersigned acknowledges that he or she is aware that in issuing and
selling these Shares, the Company is relying upon the representations,
warranties and acknowledgments contained herein.
IN WITNESS WHEREOF, the Parties hereto have executed this agreement on this 25
day of November, 1997.
MONUMENT SERIES FUND, INC. NAME OF SUBSCRIBER
BY:/s/XXXXXXX XXXXX III /s/XXXXXXX X. XXXXXXX
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Xxxxxxx Xxxxx III Xxxxxxx X. Xxxxxxx
/s/XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
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