EXHIBIT 9(c)
FORM OF
SHAREHOLDER SERVICES AGREEMENT
SHAREHOLDER SERVICES AGREEMENT made this ___day of _____, 1997, by and
between Monument Shareholder Services, Inc., a Maryland corporation
("Shareholder Services"), and Monument Series Fund, Inc., a Maryland
corporation ("Company"), on behalf of each series (each, a "Portfolio";
collectively, "Portfolios") listed on Schedule A hereto, as the parties hereto
(collectively, the "Parties") may, from time to time, agree to amend in
writing ("Schedule A").
WHEREAS, the Company desires that Shareholder Services perform certain
shareholder-related services for the Company and for each Portfolio; and
WHEREAS, Shareholder Services is willing and able to perform such
services on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration the receipt of which is
hereby acknowledged, the Parties agree as follows:
1. SERVICES. Shareholder Services shall perform for each Portfolio the
services set forth in Schedule B hereto, as the Parties may, from time to
time, agree to amend in writing ("Schedule B").
2. FEES. The Company shall compensate Shareholder Services, for the
services to be provided by Shareholder Services under this Agreement, in
accordance with, and in the manner set forth in, Schedule C hereto, as the
Parties may, from time to time, agree to amend in writing ("Schedule C"). In
addition, the Company shall reimburse Shareholder Services for its
out-of-pocket expenses in providing any additional services pursuant to the
written direction of an officer of the Company thereunto duly authorized.
3. TERM AND TERMINATION. This Agreement shall become effective with
respect to each Portfolio as of the date set forth across from its name on
Schedule A, such date for each Portfolio to be referred to herein as the
"Effective Date." This Agreement shall continue in effect with respect to each
Portfolio, unless earlier terminated by either Party as to a Portfolio as
provided hereunder, for an initial term of one year from its Effective Date.
Thereafter, this Agreement shall continue in effect unless either Party
terminates this Agreement with respect to a Portfolio by giving 90 days'
written notice to the other Party, whereupon this Agreement with respect to
that Portfolio shall terminate automatically upon the expiration of said 90
days. Fees and out-of-pocket expenses incurred by Shareholder Services but
unpaid by the Company upon such termination shall be immediately due and
payable upon and notwithstanding such termination.
4. INSTRUCTIONS; RELIANCE ON RECORDS. Whenever Shareholder Services
receives written or oral instructions or other communications (each a
"communication," collectively, "communications") from a shareholder or any
officer of the Company or other authorized person purporting to act for or on
behalf of the Company, Shareholder Services shall take reasonable steps to
verify the authenticity of the communications before acting in reliance
thereupon. Such reasonable steps may include, for example, requiring
shareholders or such authorized persons to identify themselves by an
identification or authorization code. Shareholder Services may not rely upon
any communication, unless it reasonably believes that the communication is
genuine and is in proper form. Shareholder Services may, from time to time,
reasonably request that the Company provide, and the Company shall provide, or
cause to be provided, a certificate, letter or other instrument verifying the
authenticity of any communication sent by an officer of the Company or any
authorized person. As used in this section 6, "authorized person" shall mean
any person authorized by the Company's Board of Directors to perform services
for or on behalf of the Company or a Portfolio, and may include, among others,
the Company's investment adviser, any sub-adviser, custodian or transfer
agent. The Company agrees that Shareholder Services, in performing the
services hereunder, may reasonably rely on any written records that the
Company or any authorized person has prepared and/or provided.
5. STANDARD OF CARE. Shareholder Services shall use its best efforts to
insure the accuracy of all services performed under this Agreement, but shall
not be liable to the Company for any action taken or omitted by Shareholder
Services in the absence of bad faith, willful misconduct or negligence. Except
as otherwise provided herein, Shareholder Services assumes no responsibility
hereunder, and shall not be liable, for any damage, loss of data, delay or any
other loss whatsoever caused by events beyond its reasonable control.
6. LEGAL ADVICE. Shareholder Services shall notify the Company at any
time Shareholder Services believes that it is in need of the advice of counsel
(other than counsel in the regular employ of Shareholder Services or any
affiliated companies) with regard to Shareholder Services' responsibilities
and duties pursuant to this Agreement. Upon receipt of notice from Shareholder
Services, the Company may, in its sole discretion, determine, on behalf of a
Portfolio, whether to bear the expense of any such counsel. In no event shall
the Company or a Portfolio bear any such legal expense where such advice
relates to a matter involving Shareholder Services' bad faith, willful
misconduct or negligence with respect to Shareholder Services'
responsibilities and duties hereunder.
7. INDEMNIFICATION BY COMPANY. The Company, on behalf of each Portfolio,
agrees to indemnify and hold harmless Shareholder Services and each of its
directors and officers (or former directors and officers) and each, if any,
who controls Shareholder Services within the meaning of Section 15 of the
Securities Act of 1933 ("1933 Act"), Act (each, an "Indemnitee") from all
loss, cost, liability, claim, damage, or expense (including the reasonable
cost of investigating and defending against the same and any counsel fees
reasonably incurred in connection therewith) incurred by any Indemnitee under
common law or otherwise which arise out of or are based upon or are a result
of the actions taken or not taken by Shareholder Services with respect to the
performance of services under this Agreement with respect to the Portfolio;
provided, however, that Shareholder Services has met the standard of care set
out in Section 5
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hereof and has otherwise performed in accordance with the terms and conditions
of this Agreement. The indemnification set forth in this Section 7 shall not
apply to actions or omissions of an Indemnitee in cases of its own bad faith,
willful misconduct or negligence, and shall not apply if an Indemnitee fails
to give the Company written notice of and a reasonable opportunity to defend
against any such claim.
8. INDEMNIFICATION BY SHAREHOLDER SERVICES. Shareholder Services shall
indemnify and hold harmless the Company, including each Portfolio, and each of
its Directors and officers (or former Directors and officers) and each person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act (each, an "Indemnitee") from all loss, cost, liability, claim, damage, or
expense (including the reasonable cost of investigating and defending against
the same and any counsel fees reasonably incurred in connection therewith)
incurred by any Indemnitee under common law or otherwise which arise out of or
are based upon or are a result of (i) Shareholder Services' willful
misfeasance, bad faith, or negligence in the performance of its duties, or
(ii) the reckless disregard of its obligations and duties under this
Agreement, or that of its officers, agents, and employees, in the performance
of this Agreement. The indemnification set forth in this Section 8 shall not
apply to actions or omissions of any Indemnitee in cases of its own bad faith,
willful misconduct or negligence, and shall not apply if an Indemnitee fails
to give the Company written notice of and a reasonable opportunity to defend
against any such claim.
9. RECORD RETENTION AND CONFIDENTIALITY. Shareholder Services shall keep
and maintain all records that it is, or may be, required to keep and maintain
pursuant to any applicable statutes, rules and regulations in connection with
the services to be provided hereunder. Shareholder Services agrees to make
such records available for inspection by the Company or by the Securities and
Exchange Commission at reasonable times and otherwise to keep confidential all
records and other information relative to the Company and its shareholders,
except when requested to divulge such information by duly-constituted
authorities or court process, or requested by a shareholder with respect to
information concerning an account as to which such shareholder has either a
legal or beneficial interest or when requested by the Company.
10. RIGHTS OF OWNERSHIP. All computer programs and procedures developed
to perform services required to be provided by Shareholder Services under this
Agreement shall be the property of Shareholder Services. All records and other
data, except such computer programs and procedures, shall be the exclusive
property of the Company and shall be furnished to the Company in appropriate
form as soon as practicable after termination of this Agreement for any
reason.
11. RETURN OF RECORDS. Shareholder Services may, at its option at any
time, and shall promptly upon the Company's demand, turn over to the Company
and cease to retain all records and other data (collectively, "records")
created and maintained by Shareholder Services pursuant to this Agreement that
Shareholder Services no longer requires for the performance of its services
hereunder. If not so turned over to the Company, Shareholder Services shall
retain the records for six years from the year of creation. At the end of such
six-year period,
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Shareholder Services shall turn over the records to the Company unless the
Company authorizes in writing the destruction of such records.
12. REPRESENTATIONS OF THE COMPANY. The Company certifies to Shareholder
Services that this Agreement has been duly authorized by the Company and, when
executed and delivered by the Company, shall constitute a legal, valid and
binding obligation of the Company, enforceable against the Company in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors and secured parties.
13. REPRESENTATIONS OF SHAREHOLDER SERVICES. Shareholder Services
represents and warrants that the various procedures and systems that
Shareholder Services has implemented, or will implement, with regard to
safeguarding from loss or damage attributable to fire, theft, or any other
cause of the records, data, equipment facilities and other property used in
the performance of its obligations hereunder are adequate and that it shall
make such changes therein from time to time as are required for the secure
performance of its obligations hereunder.
14. INFORMATION TO BE FURNISHED BY THE COMPANY. The Company has furnished
to Shareholder Services the following:
(a) Copies of the Articles of Incorporation of the Company, certified by
the proper official of the state in which such Declaration has been
filed.
(b) Copies of the following documents:
i) The Company's Bylaws;
ii) Certified copies of resolutions of the Board of Directors
covering the approval of this Agreement, authorization of an
officer of the Company to execute and deliver this Agreement,
and authorization of officers of the Company to instruct
Shareholder Services hereunder.
(c) A list of all the officers of the Company, together with specimen
signatures of those officers who are authorized to instruct
Shareholder Services in all matters.
(d) Two copies of the following:
i) Prospectuses for each Portfolio and the Statement of
Additional Information of the Company;
ii) Distribution Agreement;
iii) Investment Advisory Agreement;
iv) Administration Agreement; and
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v) All other forms commonly used by the Company or its
Distributor with regard to their relationships and
transactions with shareholders of the Company.
15. INFORMATION FURNISHED BY SHAREHOLDER SERVICES. Shareholder Services
has furnished to the Company the following:
(a) Shareholder Services' Articles of Incorporation;
(b) Shareholder Services' By-Laws and any amendments thereto;
(c) Certified copies of resolution of the Board of Directors of
Shareholder Services covering the approval of this Agreement and
authorization of an officer of Shareholder Services to execute and
deliver this Agreement.
16. AMENDMENTS TO DOCUMENTS. The Company shall furnish Shareholder
Services written copies of any amendments to, and changes in, any of the items
referred to in Section 14 hereof forthwith upon such amendments and changes
becoming effective. In addition, the Company agrees that no amendments shall
be made to the Prospectus of a Portfolio or a Statement of Additional
Information of the Company that might have the effect of changing the
procedures employed by Shareholder Services in providing the services agreed
to hereunder or that might affect the duties of Shareholder Services hereunder
unless the Company first obtains Shareholder Services' approval of such
amendments or changes.
17. NOTICES. Any notice provided hereunder shall be deemed sufficient
when sent by registered or certified mail to either Party required to be
served with such notice, at the following address: 0000 Xxxxxx Xxxx, Xxxxxx,
Xxxxxxxx 00000, or at such other address as a Party may from time to time
specify in writing to the other Party pursuant to this Section.
18. HEADINGS. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this
Agreement.
19. ASSIGNMENT. This Agreement and the rights and duties hereunder shall
not be assignable with respect to a Portfolio by either Party except by the
specific written consent of the other Party.
20. GOVERNING LAW. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of the State of Maryland.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed as of the day and year first above written.
MONUMENT SERIES FUND, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
MONUMENT SHAREHOLDER SERVICES, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
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SCHEDULE A
This schedule is an integral part of the Agreement to which it is
attached. Capitalized terms used herein have the same meaning as given to them
in the Agreement, except as otherwise noted.
Name of Portfolio Effective Date
----------------- --------------
Washington Area Growth Fund
Washington Area Aggressive Growth Fund
MONUMENT SERIES FUND, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
MONUMENT SHAREHOLDER SERVICES, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
Dated:______________
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SCHEDULE B
SHAREHOLDER SERVICES
This schedule is an integral part of the Agreement to which it is
attached. Capitalized terms used herein have the same meaning as given to them
in the Agreement, except as otherwise noted.
Shareholder Services shall maintain accounts for, and serve as a customer
liaison to, the shareholders of each Portfolio, and shall perform various
services in relation thereto, which services shall include responding to
requests for information and other types of shareholder account inquiries,
both by telephone and in writing. The Parties expressly agree that the
services provided under this Agreement shall not include, and the amounts
payable hereunder shall not constitute compensation for, services relating to
transfer agency or sub-accounting services for the Company or any Portfolio
thereof.
MONUMENT SERIES FUND, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
MONUMENT SHAREHOLDER SERVICES, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
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SCHEDULE C
This schedule is an integral part of the Agreement to which it is
attached. Capitalized terms used herein have the same meaning as given to them
in the Agreement, except as otherwise noted.
Name of Portfolio Fee
----------------- ---
Washington Area Growth Fund Twenty one-hundredths of one
percent (.20%) of the
Portfolio's average annual
net assets, calculated daily
and payable on a monthly
basis
Washington Area Aggressive Growth Fund Twenty one-hundredths of one
percent (.20%) of the
Portfolio's average annual
net assets, calculated daily
and payable on a monthly
basis
MONUMENT SERIES FUND, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
MONUMENT SHAREHOLDER SERVICES, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
Dated:____________
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