1
EXHIBIT 23(H)(1)
TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of ________, 2000 MONUMENT SERIES FUND, a
Delaware business trust (the "Fund"), and MONUMENT SHAREHOLDER SERVICES, INC., a
Maryland Corporation (the "Transfer Agent").
WHEREAS the Transfer Agent wishes to provide fund accounting services to
the Fund, an open-end management investment company under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS the Fund wishes to retain the Transfer Agent to provide
accounting services for the benefit of the Fund's series ("Series"), as listed
in Exhibit A to this Agreement;
NOW, THEREFORE in consideration of the mutual covenants contained in
this Agreement, and intending to be legally bound by this Agreement, the parties
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any person authorized by the Transfer
Agent or the Fund to give Oral Instructions and Written
Instructions under this Agreement. An Authorized Person's scope
of authority may be limited by setting forth such limitation in a
written document signed by the parties to this Agreement.
(d) "CEA" means the Commodities Exchange Act, as amended.
(f) "Oral Instructions" mean oral instructions received by the
Transfer Agent from an Authorized Person or from a person
reasonably believed by the Transfer Agent to be an Authorized
Person. Instructions received by the Transfer Agent via
electronic mail will be considered Oral Instructions.
(g) "SEC" means the Securities and Exchange Commission.
(h) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act,
the CEA and all regulations under those laws.
(i) "Shares" mean the shares of beneficial interest of any series or
class of the Fund.
(j) "Written Instructions" mean (i) written instructions signed by an
Authorized Person and received by the Transfer Agent or (ii)
trade instructions transmitted (and received by the Transfer
Agent) by means of an electronic transaction
2
reporting system access to which requires use of a password or
other authorized identifier. The instructions may be delivered by
hand, mail, tested telegram, cable, telex or facsimile sending
device.
2. APPOINTMENT. The Fund hereby appoints the Transfer Agent to act on the
Fund's behalf to serve as transfer agent, registrar, dividend disbursing
agent and shareholder servicing agent to the Fund in accordance with the
terms set forth in this Agreement. The Transfer Agent accepts such
appointment and agrees to furnish such services, either directly or by
retaining subcontractors qualified to provide the services specified
under this Agreement.
3. DELIVERY OF DOCUMENTS. The Fund, either directly or through a
third-party agent, has provided or, where applicable, will provide the
Transfer Agent with the following:
(a) A copy of the Fund's most recent effective registration
statement;
(b) A copy of the advisory agreement with respect to each investment
Portfolio of the Fund;
(c) A copy of the distribution/underwriting agreement with respect to
each class of Shares of the Fund;
(d) A copy of each Portfolio's administration agreements if the
Transfer Agent is not providing the Portfolio with such services;
(e) Copies of any distribution and/or shareholder servicing plans and
agreements made in respect of the Fund or a Portfolio;
(f) A copy of the Fund's organizational documents, as filed with the
state in which the Fund is organized; and
(g) Copies (certified or authenticated where applicable) of any and
all amendments or supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS. The Transfer Agent undertakes to
comply with all applicable requirements of the Securities Laws and any
laws, rules and regulations of governmental authorities having
jurisdiction with respect to the duties to be performed under this
Agreement. Except as specifically set forth in this Agreement, the
Transfer Agent assumes no responsibility for such compliance by the Fund
or any other entity.
2
3
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, the Transfer Agent
shall act only upon Oral Instructions or Written Instructions.
(b) the Transfer Agent shall be entitled to rely upon any Oral
Instruction or Written Instruction it receives from an Authorized
Person (or from a person reasonably believed by the Transfer
Agent to be an Authorized Person) pursuant to this Agreement. The
Transfer Agent may assume that any Oral Instruction or Written
Instruction received hereunder is not in any way inconsistent
with the provisions of organizational documents or this Agreement
or of any vote, resolution or proceeding of the Fund's Board of
Trustees or of the Fund's shareholders, unless and until the
Transfer Agent receives Written Instructions to the contrary.
(c) The Transfer Agent agrees to forward to the Transfer Agent
Written Instructions confirming Oral Instructions so that the
Transfer Agent receives the Written Instructions by the close of
business on the same day that such Oral Instructions are
received. The fact that such confirming Written Instructions are
not received by the Transfer Agent or differ from the Oral
Instructions shall in no way invalidate the transactions or
enforceability of the transactions authorized by the Oral
Instructions or the Transfer Agent's ability to rely upon such
Oral Instructions. Where Oral Instructions or Written
Instructions reasonably appear to have been received from an
Authorized Person, the Transfer Agent shall incur no liability
for acting upon such Oral Instructions or Written Instructions
provided that the Transfer Agent's actions comply with the other
provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Transfer Agent and/or the Fund. If the Transfer
Agent is in doubt as to any action it should or should not take,
the Transfer Agent may request directions or advice, including
Oral Instructions or Written Instructions, from the Fund.
(b) Advice of Counsel. If the Transfer Agent is in doubt as to any
question of law pertaining to any action it should or should not
take, the Transfer Agent may request that the Fund seek guidance
from its counsel. Alternatively, the Transfer Agent, at its own
expense, may request advice from counsel of its own choosing
(which may be counsel for the Transfer Agent, the Fund or the
Fund's investment adviser, at the option of the Transfer Agent).
3
4
(c) Conflicting Advice. In the event of a conflict between directions
or advice or Oral Instructions or Written Instructions the
Transfer Agent receives from the Fund, and the advice it receives
from its own counsel, the parties will address the issue together
and agree on the appropriate course of action with the assistance
of counsel and/or the Fund's independent public accountants;
provided, that if the parties are not able to agree on a course
of action, the Transfer Agent may rely upon and follow the advice
of its own counsel.
(d) Protection of the Transfer Agent. The Transfer Agent shall be
protected in any action it takes or does not take in reliance
upon directions or advice or Oral Instructions or Written
Instructions it receives from the Fund or from counsel and which
the Transfer Agent believes, in good faith based on standards
considered reasonable in the industry, to be consistent with
those directions or advice or Oral Instructions or Written
Instructions. Nothing in this section shall be construed so as to
impose an obligation upon the Transfer Agent (i) to seek such
directions or advice or Oral Instructions or Written
Instructions, or (ii) to act in accordance with such directions
or advice or Oral Instructions or Written Instructions unless,
under the terms of other provisions of this Agreement, the same
is a condition of the Transfer Agent's properly taking or not
taking such action.
7. RECORDS; VISITS. The books and records pertaining to the Fund, which are
in the possession or under the control of the Transfer Agent, shall be
the property of the Fund. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable securities
laws, rules and regulations. The Transfer Agent, the Fund and Authorized
Persons shall have access to such books and records at all times during
the Transfer Agent's normal business hours. Upon the reasonable request
of the Transfer Agent or the Fund, copies of any such books and records
shall be provided by the Transfer Agent to the Transfer Agent, the Fund
or to an Authorized Person, at the Transfer Agent's expense (payable out
of the assets of the Fund).
8. CONFIDENTIALITY. Each party shall keep confidential any information
relating to the others' business ("Confidential Information"). [For
clarification, this Section 8 relates only to the Confidential
Information of the Fund and the Transfer Agent.] Confidential
Information shall include (a) any data or information that is
competitively sensitive material, and not generally known to the public,
including, but not limited to, information about product plans,
marketing strategies, finances, operations, customer relationships,
customer profiles, customer lists, sales estimates, business plans, and
internal performance results relating to the past, present or future
business activities of the Fund or the Transfer Agent, their respective
subsidiaries and affiliated companies and the customers, clients and
suppliers of any of them; (b) any scientific or technical information,
design, process, procedure, formula, or improvement that is commercially
4
5
valuable and secret in the sense that its confidentiality affords the
Fund or the Transfer Agent a competitive advantage over its competitors;
(c) all confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object code, flow
charts, databases, inventions, know-how, and trade secrets, whether or
not patentable or copyrightable; and (d) anything designated as
confidential. Notwithstanding the foregoing, information shall not be
subject to such confidentiality obligations if it: (a) is already known
to the receiving party at the time it is obtained; (b) is or becomes
publicly known or available through no wrongful act of the receiving
party; (c) is rightfully received from a third party who, to the best of
the receiving party's knowledge, is not under a duty of confidentiality;
(d) is released by the protected party to a third party without
restriction; (e) is required to be disclosed by the receiving party
pursuant to a requirement of a court order, subpoena, governmental or
regulatory agency or law provided the receiving party will provide the
party whose information is being disclosed written notice of such
requirement, to the extent such notice is permitted); (f) is relevant to
the defense of any claim or cause of action asserted against the
receiving party; or (g) has been or is independently developed or
obtained by the receiving party.
9. COOPERATION WITH ACCOUNTANTS. The Transfer Agent shall cooperate with
the Fund's independent public accountants and shall take all reasonable
actions in the performance of its obligations under this Agreement to
ensure that the necessary information is made available to such
accountants for the expression of their opinion, as required by the
Transfer Agent or (upon request by the Transfer Agent or the Fund) the
Securities Laws.
10. THE TRANSFER AGENT SYSTEM. To the extent the Transfer Agent had a prior
legal right to such property, the Transfer Agent shall retain title to
and ownership of any and all data bases, computer programs, screen
formats, report formats, interactive design techniques, derivative
works, inventions, discoveries, patentable or copyrightable matters,
concepts, expertise, patents, copyrights, trade secrets, and other
related legal rights utilized by the Transfer Agent in connection with
the services provided by the Transfer Agent under this Agreement.
11. DISASTER RECOVERY. The Transfer Agent shall enter into and shall
maintain in effect with appropriate parties one or more agreements
making reasonable provisions for emergency use of electronic data
processing equipment to the extent appropriate equipment is available.
In the event of equipment failures, the Transfer Agent shall, at no
additional expense to the Transfer Agent or the Fund, take reasonable
steps to minimize service interruptions. The Transfer Agent shall have
no liability with respect to the loss of data or service interruptions
caused by equipment failure, provided such loss or interruption is not
caused by the Transfer Agent's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties or obligations under this
Agreement.
5
6
12. COMPENSATION. As compensation for services rendered by the Transfer
Agent during the term of this Agreement, the Transfer Agent will pay to
the Transfer Agent (out of the assets of the Fund) a fee or fees as may
be agreed to from time to time in writing by the Transfer Agent, the
Fund and the Transfer Agent. The Transfer Agent and the Fund acknowledge
that the Transfer Agent may receive float benefits and/or investment
earnings in connection with maintaining certain accounts required to
provide services under this Agreement.
13. INDEMNIFICATION. The Transfer Agent agrees to indemnify and hold
harmless the Transfer Agent and its affiliates (out of the assets of the
Fund) from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, attorneys' fees and
disbursements and liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws) arising directly or
indirectly from any action or omission to act which the Transfer Agent
takes in connection with the provision of services hereunder. Neither
the Transfer Agent, nor any of its affiliates, shall be indemnified
against any liability (or any expenses incident to such liability)
caused by the Transfer Agent's or its affiliates' own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
duties and obligations under this Agreement, provided that in the
absence of a finding to the contrary the acceptance, processing and/or
negotiation of a fraudulent payment for the purchase of Shares shall be
presumed not to have been the result of the Transfer Agent's or its
affiliates own willful misfeasance, bad faith, gross negligence or
reckless disregard of such duties and obligations.
14. RESPONSIBILITY OF THE TRANSFER AGENT.
(a) The Transfer Agent shall be under no duty to take any action
hereunder except as specifically set forth herein or as may be
specifically agreed to by the Transfer Agent, the Transfer Agent
and the Fund in a written amendment hereto. The Transfer Agent
shall be obligated to exercise care and diligence in the
performance of its duties hereunder and to act in good faith in
performing services provided for under this Agreement. The
Transfer Agent shall be liable only for any damages arising out
of the Transfer Agent's failure to perform its duties under this
Agreement to the extent such damages arise out of the Transfer
Agent's willful misfeasance, bad faith, gross negligence or
reckless disregard of such duties.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) the Transfer Agent shall not be
liable for losses beyond its control, including without
limitation (subject to Section 11), delays or errors or loss of
data occurring by reason of circumstances beyond the Transfer
Agent's control, provided that the Transfer Agent has acted in
accordance with the
6
7
standard set forth in Section 14(a) above; and (ii) the Transfer
Agent shall not be under any duty or obligation to inquire into
and shall not be liable for the validity or invalidity or
authority or lack thereof of any Oral Instruction or Written
Instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, and which the Transfer
Agent reasonably believes to be genuine.
(c) Notwithstanding anything in this Agreement to the contrary, (i)
neither the Transfer Agent nor its affiliates shall be liable for
any consequential, special or indirect losses or damages, whether
or not the likelihood of such losses or damages was known by the
Transfer Agent or its affiliates and (ii) the Transfer Agent's
cumulative liability to the Transfer Agent and the Fund for all
losses, claims, suits, controversies, breaches or damages for any
cause whatsoever (including but not limited to those arising out
of or related to this Agreement) and regardless of the form of
action or legal theory shall not exceed the fees received by the
Transfer Agent for services provided hereunder during the 24
months immediately prior to the date of such loss or damage.
(d) No party may assert a cause of action against the Transfer Agent
or any of its affiliates that allegedly occurred more than 12
months immediately prior to the filing of the suit (or, if
applicable, commencement of mediation sessions or arbitration
proceedings) alleging such cause of action; except, however, that
this proscription will not apply (i) unless the Transfer Agent or
the Fund had knowledge of the circumstances and accordingly knew
or should have known of the existence of the claim during that
time period; (ii) if the Transfer Agent or any of its affiliates
withheld information from the party asserting the claim that
would have been deemed material in the decision to file a claim;
(iii) if the Transfer Agent or any of its affiliates employed
delaying tactics that resulted in the passage of the time period
during which a claim would have been filed but for the delaying
tactics; or (iv) if, during the 12-month period following the
action giving rise to the claim, the party asserting the claim
notifies the Transfer Agent or any of its affiliates in writing
of its intent to commence a legal action once sufficient
information has been collected.
(e) Each party shall have a duty to mitigate damages for which
another party may become responsible.
15. DESCRIPTION OF SERVICES.
(a) Services Provided on an Ongoing Basis, if Applicable.
(i) Calculate 12b-1 payments;
7
8
(ii) Maintain shareholder registrations;
(iii) Review new applications and correspond with shareholders
to complete or correct information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in conjunction with
proxy solicitations;
(vi) Countersign share certificates;
(vii) Prepare and mail to shareholders confirmation of activity;
(viii) Provide toll-free lines for direct shareholder use, plus
customer liaison staff for on-line inquiry response;
(ix) Mail duplicate confirmations to broker-dealers of their
clients' activity, whether executed through the
broker-dealer or directly with the Transfer Agent;
(x) Provide periodic shareholder lists and statistics to the
Transfer Agent;
(xi) Provide detailed data for underwriter/broker
confirmations;
(xii) Prepare periodic mailing of year-end tax and statement
information;
(xiii) Notify on a timely basis the investment adviser,
accounting agent, and custodian of fund activity; and
(xiv) Perform other participating broker-dealer shareholder
services as may be agreed upon from time to time.
(b) Services Provided by the Transfer Agent Under Oral Instructions
or Written Instructions.
(i) Accept and post daily Share purchases and redemptions;
(ii) Accept, post and perform shareholder transfers and
exchanges;
(iii) Pay dividends and other distributions;
8
9
(iv) Solicit and tabulate proxies; and
(v) Issue and cancel certificates (when requested in writing
by the shareholder).
(c) Purchase of Shares. The Transfer Agent shall issue and credit an
account of an investor, in the manner described in the Fund's
prospectus, once it receives:
(i) A purchase order;
(ii) Proper information to establish a shareholder account; and
(iii) Confirmation of receipt or crediting of funds for such
order to the Fund's custodian.
(d) Redemption of Shares. The Transfer Agent shall redeem Shares only
if that function is properly authorized by the certificate of
incorporation or resolution of the Fund's Board of Trustees.
Shares shall be redeemed and payment therefor shall be made in
accordance with the Fund's prospectus, when the recordholder
tenders Shares in proper form and directs the method of
redemption. If Shares are received in proper form, Shares shall
be redeemed before the funds are provided to the Transfer Agent
from the Fund's custodian (the "Custodian"). If the recordholder
has not directed that redemption proceeds be wired, when the
Custodian provides the Transfer Agent with funds, the redemption
check shall be sent to and made payable to the recordholder,
unless:
(i) the surrendered certificate is drawn to the order of an
assignee or holder and transfer authorization is signed by
the recordholder; or
(ii) transfer authorizations are signed by the recordholder
when Shares are held in book-entry form.
When a broker-dealer notifies the Transfer Agent of a redemption
desired by a customer, and the Custodian provides the Transfer
Agent with funds, the Transfer Agent shall prepare and send the
redemption check to the broker-dealer and made payable to the
broker-dealer on behalf of its customer.
(e) Dividends and Distributions. Upon receipt of a resolution of the
Fund's Board of Trustees authorizing the declaration and payment
of dividends and distributions, the Transfer Agent shall issue
dividends and distributions declared by the Fund in Shares, or,
upon shareholder election, pay such dividends and distributions
in
9
10
cash, if provided for in the Fund's prospectus. Such issuance or
payment, as well as payments upon redemption as described above,
shall be made after deduction and payment of the required amount
of funds to be withheld in accordance with any applicable tax
laws or other laws, rules or regulations. The Transfer Agent
shall mail to the Fund's shareholders such tax forms and other
information, or permissible substitute notice, relating to
dividends and distributions paid by the Fund as are required to
be filed and mailed by applicable law, rule or regulation. the
Transfer Agent shall prepare, maintain and file with the IRS and
other appropriate taxing authorities reports relating to all
dividends above a stipulated amount paid by the Fund to its
shareholders as required by tax or other law, rule or regulation.
(f) Shareholder Account Services.
(i) the Transfer Agent may arrange, in accordance with the
prospectus, for issuance of Shares obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders, checks
and applications.
(ii) the Transfer Agent may arrange, in accordance with the
prospectus, for a shareholder's:
- Exchange of Shares for shares of another fund with
which the Fund has exchange privileges;
- Automatic redemption from an account where that
shareholder participates in a automatic redemption
plan; and/or
- Redemption of Shares from an account with a
checkwriting privilege.
(g) Communications to Shareholders. Upon timely Written Instructions,
the Transfer Agent shall mail all communications by the Fund to
its shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Fund shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
10
11
(v) Proxy material; and
(vi) Tax form information.
In addition, the Transfer Agent will receive and tabulate the
proxy cards for the meetings of the Fund's shareholders.
(h) Records. The Transfer Agent shall maintain records of the
accounts for each shareholder showing the following information:
(i) Name, address and United States Tax Identification or
Social Security number;
(ii) Number and class of Shares held and number and class of
Shares for which certificates, if any, have been issued,
including certificate numbers and denominations;
(iii) Historical information regarding the account of each
shareholder, including dividends and distributions paid
and the date and price for all transactions on a
shareholder's account;
(iv) Any stop or restraining order placed against a
shareholder's account;
(v) Any correspondence relating to the current maintenance of
a shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for the Transfer Agent
to perform any calculations required by this Agreement.
(i) Lost or Stolen Certificates. The Transfer Agent shall place a
stop notice against any certificate reported to be lost or stolen
and comply with all applicable federal regulatory requirements
for reporting such loss or alleged misappropriation. A new
certificate shall be registered and issued only upon:
(i) The shareholder's pledge of a lost instrument bond or such
other appropriate indemnity bond issued by a surety
company approved by the Transfer Agent; and
11
12
(ii) Completion of a release and indemnification agreement
signed by the shareholder to protect the Transfer Agent
and its affiliates.
(j) Shareholder Inspection of Stock Records. Upon a request from any
Fund shareholder to inspect stock records, the Transfer Agent
will notify the Transfer Agent and the Transfer Agent will issue
instructions granting or denying each such request. Unless the
Transfer Agent has acted contrary to the Transfer Agent's
instructions, the Fund and the Transfer Agent agree to and do
hereby release the Transfer Agent from any liability for refusal
of permission for a particular shareholder to inspect the Fund's
stock records.
(k) Withdrawal of Shares and Cancellation of Certificates. Upon
receipt of Written Instructions, the Transfer Agent shall cancel
outstanding certificates surrendered by the Fund to reduce the
total amount of outstanding shares by the number of shares
surrendered by the Fund.
(l) Lost Shareholders. The Transfer Agent shall perform such services
as are required in order to comply with Rules 17a-24 and 17Ad-17
of the 1934 Act (the "Lost Shareholder Rules"), including, but
not limited to, those set forth below. The Transfer Agent may, in
its sole discretion, use the services of a third party to perform
some of or all such services.
(i) documentation of search policies and procedures;
(ii) execution of required searches;
(iii) tracking results and maintaining data sufficient to comply
with the Lost Shareholder Rules; and
(iv) preparation and submission of data required under the Lost
Shareholder Rules.
Except as set forth above, the Transfer Agent shall have no
responsibility for any escheatment services.
(m) Print Mail. In addition to performing the foregoing services, the
Fund hereby engages the Transfer Agent as its print/mail service
provider with respect to those items identified in the [Fee
Schedule/Fee Letter].
16. DURATION AND TERMINATION. This Agreement shall continue until terminated
by the Transfer Agent (either unilaterally or pursuant to direction by
the Board of Trustees of the Fund) or by the Transfer Agent on ninety
(90) days prior written notice to the other.
12
13
In the event the Transfer Agent or the Fund gives notice of termination,
all expenses associated with movement (or duplication) of records and
materials and conversion thereof to a successor transfer agent or other
service provider, and all trailing expenses incurred by the Transfer
Agent, will be borne by the Transfer Agent (out of the assets of the
Fund).
17. NOTICES. Notices shall be addressed (a) if to the Transfer Agent, at
0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, Attention:
President; (b) if to the Fund, at 0000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, XX 00000, Attention: President; or (c) if to neither of the
foregoing, at such other address as shall have been given by like notice
to the sender of any such notice or other communication by the receiving
party. If notice is sent by confirming telegram, cable, telex or
facsimile sending device, it shall be deemed to have been given
immediately. If notice is sent by first-class mail, it shall be deemed
to have been given three days after it has been mailed. If notice is
sent by messenger, it shall be deemed to have been given on the day it
is delivered.
18. AMENDMENTS. This Agreement, or any term thereof, may be changed or
waived only by a written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
19. DELEGATION; ASSIGNMENT. The Transfer Agent may assign its rights and
delegate its duties under this Agreement to any majority-owned direct or
indirect subsidiary of the Transfer Agent or of The Monument Group,
provided that the Transfer Agent gives the Fund 30 days prior written
notice of such assignment or delegation.
20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
21. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes of this Agreement.
24. MISCELLANEOUS.
(a) Entire Agreement. This Agreement, including all exhibits,
attachments and appendices, embodies the entire agreement and
understanding among the parties and supersedes all prior
agreements and understandings relating to the subject matter
hereof, provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to
delegated duties.
(b) No Changes that Materially Affect Obligations. Notwithstanding
anything in this Agreement to the contrary, the Fund agrees not
to make any modifications to
13
14
its registration statement or adopt any policies which would
affect materially the obligations or responsibilities of the
Transfer Agent hereunder without the prior written approval of
the Transfer Agent, which approval shall not be unreasonably
withheld or delayed.
(c) Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction
or effect.
(d) Governing Law. This Agreement shall be deemed to be a contract
made in Delaware and governed by Delaware law, without regard to
principles of conflicts of law.
(e) Partial Invalidity. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
(f) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(g) No Representations or Warranties. Except as expressly provided in
this Agreement, the Transfer Agent hereby disclaims all
representations and warranties, express or implied, made to the
Fund or any other person, including, without limitation, any
warranties regarding quality, suitability, merchantability,
fitness for a particular purpose or otherwise (irrespective of
any course of dealing, custom or usage of trade), of any services
or any goods provided incidental to services provided under this
Agreement. The Transfer Agent disclaims any warranty of title or
non-infringement except as otherwise set forth in this Agreement.
(h) Facsimile Signatures. The facsimile signature of any party to
this Agreement shall constitute the valid and binding execution
hereof by such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
MONUMENT SHAREHOLDER SERVICES INC. MONUMENT SERIES FUND
----------------------------- ------------------------------------
14
15
Xxxxx X. Xxxxxx, President Xxxxx X. Xxxxxx, President
15
16
EXHIBIT A
THIS EXHIBIT A, dated as of ____________________, 2000, is Exhibit A to
the Transfer Agency Services Agreement dated as of __________________, 2000,
between Monument Series Fund and Monument Shareholder Services, Inc.
PORTFOLIOS
[List all Portfolios here]
16
