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EXHIBIT 9E
ADMINISTRATIVE SERVICES AGREEMENT
FOR
MONUMENT SERIES FUND, INC.
Administrative Services Agreement (the "Agreement") dated October 20,
1998 by and between MONUMENT SERIES FUND, INC., a diversified, open-end
management investment company, duly organized as a corporation in accordance
with the laws of the State of Maryland (the "Fund"), and COMMONWEALTH
SHAREHOLDER SERVICES, INC., a corporation duly organized as a corporation in
accordance with the laws of the Commonwealth of Virginia ("CSS"), together
referred to as the "Parties."
WITNESSETH THAT:
WHEREAS, the Fund desires to appoint CSS as its Administrative Services
Agent, for and on behalf of the MONUMENT WASHINGTON REGIONAL GROWTH FUND
SERIES, THE MONUMENT WASHINGTON REGIONAL AGGRESSIVE GROWTH FUND SERIES, THE
MONUMENT INTERNET FUND SERIES, AND ANY OTHER SERIES (THE "SERIES") AS MAY FROM
TIME TO TIME BE CREATED AND DESIGNATED BY THE FUND AND WHICH BECOMES SUBJECT TO
THIS AGREEMENT BY THE MUTUAL CONSENT OF THE PARTIES HERETO, AND AS REFLECTED IN
SCHEDULE B TO THIS AGREEMENT, to perform certain recordkeeping required of a
duly registered investment company to comply with certain provisions of
federal, state and local law, rules and regulations, and, as is required, to
assist the Fund in preparing and filing certain financial reports, and further
to perform certain daily functions in connection with on-going operations of
the Fund and the Series, and provide ministerial services to implement the
investment decisions of the Fund and the investment advisor of the Series,
Monument Advisors, Ltd. (the "Advisor"); and
WHEREAS, CSS is willing to perform such functions upon the terms and
conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the Parties hereto, intending to be legally bound,
agree as follows:
Section 1. CSS hereby undertakes to assist the Fund and each of the
Series designated on Schedule B with certain administrative services that will
be required in the conduct of the Fund's business. The services to be provided
by CSS are:
(a) assisting with the preparation and filing (with the U.S. Securities and
Exchange Commission ("SEC"), and with any other regulatory authority,
as required) of the Fund's
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prospectus(es), annual and semi-annual reports, 24f-2 Notices, Fidelity
Bond, and proxy statements. It is agreed by the Parties that all such
documents will be reviewed by counsel and/or the Fund's accountants
prior to being filed with the SEC;
(b) maintaining the current Blue Sky filings of each Series and preparing
and filing additional state registrations for the Series as requested
by the Fund;
(c) responding to shareholder questions or queries, as necessary;
(d) paying the Fund's bills (CSS will be reimbursed from each Series or the
Advisor for the amounts it advances on behalf of the Fund or the
Series);
(e) performing a backup calculation of the net asset value of each Series
on a daily basis;
(f) completing a monthly "Compliance Checklist" for each Series and inform
relevant fund personnel of CSS's findings;
(g) processing the portfolio transactions (purchases and/or sales) for each
Series after the portfolio manager(s) has placed the transaction with a
broker;
(h) preparing monthly and/or quarterly packages for the Fund's Board of
Directors, providing such information as Daily Valuation Sheets,
Portfolio Transaction Logs, Trial Balances, and Commission Reports; and
(i) assisting the Advisor with the preparation of the agenda for the
quarterly meetings of the Fund's Board of Directors. It is agreed by
the Parties that CSS will not be responsible for recording or
maintaining the minutes of the Board of Directors meetings.
Section 2. In connection with its responsibilities under this
Agreement, CSS shall examine and review all records and documents of the Series
pertaining to its duties under this Agreement in order to determine and/or
recommend how such records and documents shall be maintained.
Section 3.
(a) CSS shall, as necessary for such purposes, advise the Fund and its
agents of the information which is deemed to be "necessary" for the performance
of its duties under this Agreement.
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(b) Information deemed necessary may include, but is not limited to:
(i) resolutions of the Board authorizing the appointment of CSS to provide the
above stated services to the Fund and approving this Agreement; (ii) the Fund's
Articles of Incorporation, Articles of Amendment, and Articles Supplementary;
(iii) the Fund's By-Laws; (iv) the Fund's registration statement including
exhibits, as amended, on Form N-1A under the Securities Act of 1933 (the "1933
Act") and the Investment Company Act of 1940, as amended, (the "1940 Act"), as
filed with the SEC; (v) copies of each of the Investment Advisory Agreements
between the Fund and the Advisor; (vi) opinions of counsel and auditors
reports; (vii) the Fund's prospectus(es) and statement(s) of additional
information relating to the Series, portfolios and classes, as applicable, and
all amendments and supplements thereto; (viii) the state blue sky files
pertaining to each series; and (ix) such other material agreements as the Fund
may enter into from time to time including securities lending agreements,
futures and commodities account agreements, brokerage agreements and options
agreements.
(c) CSS shall request the information from the Fund in writing, along
with dates by which CSS expects to receive the information. The suggested
dates will allow sufficient time for the Fund to prepare and supply the
information to CSS. If, upon receipt by the Fund of CSS's request for
information, the agents for the Fund believe that more time is needed to
prepare the documents, the Fund's agents shall notify CSS of the need for more
time to prepare the documents, and CSS shall not unreasonably refuse to extend
the dates for submission by the Fund of the documents to CSS.
(d) Upon receipt of necessary information and Written or Oral
Instructions from the Fund, CSS shall create, maintain and keep current such
administrative records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by Section 31(a) of
the 1940 Act and the rules thereunder, as amended from time to time.
Unless the information necessary to perform the above functions is
furnished in writing to CSS by the Fund or its agents (such as Custodians,
Transfer Agents, etc.), CSS shall incur no liability and the Fund shall
indemnify and hold harmless CSS from and against any liability arising from any
discrepancy in the information received by CSS and used in the performance by
CSS of its duties.
It shall be the responsibility of the Fund to furnish CSS with
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the net asset value per share, declaration, record and payment dates and
amounts of any dividends or income and information regarding any other special
actions required concerning each of its securities.
Section 4. CSS shall provide such additional administrative
non-advisory management services as CSS and the Fund may from time to time
agree in writing.
Section 5. The accounts and records created and maintained by CSS
shall be the property of the Fund, and shall be made available for inspection
and use by the Fund, within a reasonable period of time, upon demand. CSS
shall assist the Fund's independent auditors, or any other person authorized by
the Fund or, upon demand, any regulatory body as authorized by law or
regulation, in any requested review of the Fund's accounts and records, as
maintained by CSS, but shall be reimbursed for all reasonable and documented
expenses and employee time invested in any such review outside of routine and
normal periodic reviews. Upon receipt from the Fund of any necessary
information, CSS shall assist the Fund in organizing necessary data for the
Fund's completion of any necessary tax returns, questionnaires, periodic
reports to shareholders and such other reports and information requests as the
Fund and CSS shall agree upon from time to time.
Section 6. CSS and the Fund may from time to time adopt procedures
relating to matters covered by this Agreement, and, absent knowledge to the
contrary, CSS may conclusively assume that any procedure approved by the Fund
or directed by the Fund, does not conflict with or violate any requirements of
Fund's Prospectus(es), Articles of Incorporation, By-Laws, registration
statements, orders, or any rule or regulation of any regulatory body or
governmental agency. The Fund (acting through its officers or other agents)
shall be responsible for notifying CSS of any changes in regulations or rules
which might necessitate changes in the Fund's procedures.
Section 7. CSS may rely upon the advice of the Fund and upon
statements of the Fund's lawyers, accountants and other persons believed by it
in good faith to be expert in matters upon which they are consulted, and CSS
shall not be liable for any actions taken in good faith upon such statements.
Section 8. CSS shall not be liable for any actions taken in good faith
reliance upon any authorized Oral Instructions, any Written Instructions, and
certified copy of any resolution of the Board of Directors of the Fund or any
other document reasonably
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believed by CSS to be genuine and to have been executed or signed by the proper
person or persons.
CSS shall not be held to have notice of any change of authority of any
officer, employee or agent of the Fund until receipt of notification thereof by
the Fund.
The Fund shall indemnify and hold CSS harmless from any and all
expenses, damages, claims, suits, liabilities, actions, demands and losses
whatsoever arising out of or in connection with any error, omission, inaccuracy
or other deficiency of any information provided to CSS by the Fund, or the
failure of the Fund to provide any information needed by CSS knowledgeably to
perform its functions hereunder. Also, the Fund shall indemnify and hold
harmless CSS from all claims and liabilities (including reasonable documented
expenses for legal counsel) incurred by or assessed against CSS in connection
with the performance of this Agreement, except such as may arise from CSS's own
negligent action, omission or willful misconduct; provided, however, that
before confessing any claim against it, CSS shall give the Fund reasonable
opportunity to defend against such claim in the name of the Fund or CSS or
both.
Section 9. The Fund agrees to pay CSS compensation for its services
and to reimburse it for expenses, as set forth in the Schedule attached hereto,
or as shall be set forth in amendments to such schedule approved by the Fund's
Board of Directors and CSS.
Section 10. Except as required by laws and regulations governing
investment companies, nothing contained in this Agreement is intended to or
shall require CSS, in any capacity hereunder, to perform any functions or
duties on any holiday or other day of special observance on which CSS 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 Fund
and CSS are open. CSS will be open for business on days when the Fund is open
for business and/or as otherwise set forth in the Fund's prospectus(es) and
statement(s) of additional information.
Section 11. Either the Fund or CSS may give written notice to the
other of the termination of this Agreement, such termination to take effect at
the time specified in the notice, which time shall be not less than 90 days
from the giving of such notice. Such termination shall be without penalty.
Section 12. Any notice or other communication required by or permitted
to be given in connection with this Agreement shall be in
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writing, and shall be delivered in person or sent by first-class mail, postage
prepaid, to the respective parties at their last known address, except that
Oral Instructions relating to matters other than amendments or termination of
the Agreement, as described below in Section 17, may be given if authorized by
the Board of the Fund and preceded by a certificate from the Fund's secretary
so attesting.
Notices to the Fund shall be directed to:
0000 Xxxxxx Xxxx
Xxxxxx, XX 00000-0000
Notices to CSS shall be directed to:
0000 Xxxxxx Xxx.
Xxxxx 000
Xxxxxxxx, XX 00000
Section 13. This Agreement may be executed in two or more
counterparts, each of which, when so executed, shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
Section 14. This Agreement shall extend to and shall be binding upon
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 CSS, or by CSS without the written consent of the Fund,
authorized or approved by a resolution of its Board of Directors.
Section 15. For purposes of this Agreement, the terms Oral
Instructions and Written Instructions shall mean:
Oral Instructions: The term Oral Instruction shall mean an
authorization, instruction, approval, item or set of data, or information of
any kind transmitted to CSS in person or by telephone, telegram, telecopy, or
other mechanical or documentary means lacking a signature, by a person or
persons believed in good faith by CSS to be a person or persons authorized by a
resolution of the Board of Directors of the Fund, to give Oral Instructions on
behalf of the Fund.
Written Instructions: The term Written Instruction shall mean an
authorization, instruction, approval, item or set of data, or
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information of any kind transmitted to CSS in original writing containing
original signatures or a copy of such document transmitted by telecopy
including transmission of such signature believed in good faith by CSS to be
the signature of a person authorized by a resolution of the Board of Directors
of the Fund to give Written Instructions on behalf of the Fund.
The Fund shall file with CSS a certified copy of each resolution of its
Board of Directors authorizing execution of Written Instructions or the
transmittal of Oral Instructions as provided above.
Section 16. This Agreement shall be governed by the laws of the State
of Maryland.
Section 17. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
charge, discharge or termination is sought.
Section 18. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
Section 19. CSS agrees that, except as otherwise required by law or in
connection with any required disclosure to a regulatory authority or for
purposes of performing its obligations under this Agreement, and after notice
to and agreement of the Fund, CSS will keep confidential all records and
information in its possession relating to the Fund or its shareholders and will
not disclose any confidential information except at the request or with the
written consent of the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
MONUMENT SERIES FUND, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx
President
COMMONWEALTH SHAREHOLDER SERVICES, INC.
By: /s/ Xxxx Xxxxx, III
------------------------------------
Xxxx Xxxxx, III
Chief Executive Officer
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SCHEDULE A TO
ADMINISTRATIVE SERVICES AGREEMENT
FOR THE
MONUMENT SERIES FUND, INC.
Pursuant to Section 9 of the Administrative Services Agreement, dated
October 20, 1998, by and between Monument Series Fund, Inc. (the "Fund") and
Commonwealth Shareholder Services, Inc. ("CSS"), on behalf of the Monument
Washington Regional Growth Fund series, the Monument Washington Regional
Aggressive Growth Fund series, and any other series (the "Series") as may from
time to time be created and designated by the Fund and which becomes subject to
this Agreement by the mutual consent of the parties hereto, each Series shall
pay CSS a fee calculated and paid monthly as follows:
A. For shareholder servicing, CSS shall be paid at the rate of $30 per
hour of actual time used.
B. For all other administration, CSS shall be paid a fee at the rate of
0.2% per annum of the average daily net assets of each Series of the
Fund, payable monthly, with a minimum fee of $18,000 for a period of
two (2) years from the date of this Agreement and thereafter, with a
minimum fee of $30,000.
C. In addition to the foregoing, the Fund shall reimburse CSS, from the
assets of the Series, for the Series' proportionate share of general
expenses incurred for the Fund and for all expenses incurred by the
Series individually. Reimbursements will be made at CSS's cost. Such
out-of-pocket expenses shall include, but not be limited to: documented
fees and costs of obtaining advice of counsel or accountants in
connection with its services to the Fund; postage; long distance
telephone; special forms required by the Fund; any travel which may be
required in the performance of its duties to the Fund; and any other
extraordinary expenses it may incur in connection with its services to
the Fund.
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SCHEDULE B TO
ADMINISTRATIVE SERVICES AGREEMENT
FOR THE
MONUMENT SERIES FUND, INC.
DATED OCTOBER 20, 1998
The following series of Monument Series Fund, Inc. are covered by the
Administrative Services Agreement to which this Schedule B is attached:
* Monument Washington Regional Growth Fund
* Monument Washington Regional Aggressive Growth Fund
* Monument Internet Fund
