EXHIBIT 8
CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
This Agreement between MONUMENT SERIES FUND, INC., a corporation
organized and existing under the laws of Maryland, having its principal place
of business at 0000 Xxxxxx xxxx, Xxxxxx, Xxxxxxxx, 00000 hereinafter called
"Fund", and INVESTORS FIDUCIARY TRUST COMPANY, a Missouri trust company,
having its principal place of business at 000 Xxxxxxxxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000, hereinafter called "Custodian" (collectively, "Parties").
WITNESSETH:
WHEREAS, Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and
WHEREAS, Fund intends to initially offer shares in two series, the
Monument Washington Regional Growth Fund and Monument Washington Regional
Aggressive Growth Fund (such series together with all other series
subsequently established by Fund and made subject to this Agreement in
accordance with paragraph 15, being herein referred to as the "Portfolio(s)");
and
WHEREAS, State Street Bank & Trust Company ("State Street") serves as
Fund's transfer and service agent, and administrator; and
WHEREAS, Custodian has the qualifications prescribed in Section 26(a)(1)
of the Investment Company Act of 1940 (the "1940 Act") pursuant to Section
17(f) of the 1940 Act.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the Parties agree as follows:
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT. Fund hereby
employs Custodian as Custodian of the assets of the Portfolios of Fund,
including, in addition to cash, securities which Fund, on behalf of the
applicable Portfolio, desires to be held in places within the United States
("domestic securities") and investments (including foreign currencies) for
which the primary market is outside the United States ("foreign securities").
Fund on behalf of the Portfolio(s) agrees to deliver to Custodian all assets,
including securities and cash of the Portfolios, and all payments of income,
payments of principal or capital distributions received by it with respect to
all securities owned by the Portfolio(s) from time to time, and the cash
consideration received by it for such new or treasury shares of capital stock
of Fund representing interests in the Portfolios ("Shares"), as may be issued
or sold from time to time. Custodian shall not be responsible for any property
of a Portfolio held or received by the Portfolio and not delivered to
Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Article 5),
Custodian shall on behalf of the applicable Portfolio(s) from time to time
employ one or more sub-custodians located in the United States (including,
without limitation, affiliates of Custodian), but only in accordance with and
upon receipt of a certified copy of an approving resolution of the Board of
Directors of Fund on behalf of the applicable Portfolio(s), and provided that
Custodian shall have no more or less responsibility or liability to Fund on
account of any actions or omissions of any sub-custodian so employed than any
such sub-custodian has to Custodian. Custodian may employ as sub-custodian for
Fund's foreign securities on behalf of the applicable Portfolio(s) the foreign
banking institutions and foreign securities depositories designated in Exhibit
A hereto but only in accordance with the provisions of Section 2.16.
2. DUTIES OF CUSTODIAN.
2.1 HOLDING SECURITIES. Custodian shall hold and physically segregate for
the account of each Portfolio all non-cash property, to be held by it in
the United States including all domestic securities owned by such
Portfolio, other than securities which are maintained pursuant to
Section 2.10 in a clearing agency which acts as a securities depository
or in a book-entry system authorized by the U.S. Department of the
Treasury and certain federal agencies (each, a "U.S. Securities
System").
2.2 DELIVERY OF SECURITIES. Custodian shall release and deliver domestic
securities owned by a Portfolio held by Custodian or in a U.S.
Securities System account of Custodian only upon receipt of Proper
Instructions from Fund on behalf of the applicable Portfolio, which may
be continuing instructions when deemed appropriate by the Parties, and
only in the following cases:
1) Upon sale of such securities for the account of the Portfolio and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the
Portfolio; and in the case of repurchases that are effected
through a U.S. Securities System, subject to the requirements of
Section 2.10 hereof;
3) In the case of a sale effected through a U.S. Securities System,
in accordance with the provisions of Section 2.10 hereof;
4) To the depository agent in connection with tender or other similar
offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be
delivered to Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of
the Portfolio or into the name of any nominee or nominees of
Custodian or into the name or nominee name of any agent appointed
pursuant to Section 2.9 or into the name or nominee name of any
sub-custodian appointed pursuant to Article 1; or for exchange for
a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units;
PROVIDED that, in any such case, the new securities are to be
delivered to Custodian;
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7) Upon the sale of such securities for the account of the Portfolio,
to the broker or its clearing agent, against a receipt, for
examination in accordance with "street delivery" custom; provided
that in any such case, Custodian shall have no responsibility or
liability for any loss arising from the delivery of such
securities prior to receiving payment for such securities except
as may arise from Custodian's own negligence or willful
misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of
the securities of the issuer of such securities, or pursuant to
provisions for conversion contained in such securities, or
pursuant to any deposit agreement; provided that, in any such
case, the new securities and cash, if any, are to be delivered to
Custodian;
9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that, in
any such case, the new securities and cash, if any, are to be
delivered to Custodian;
10) For delivery in connection with any loans of securities made by
the Portfolio, BUT ONLY against receipt of adequate collateral as
agreed upon from time to time by Custodian and Fund on behalf of
the Portfolio, which may be in the form of cash or obligations
issued by the United States government, its agencies or
instrumentalities, except that in connection with any loans for
which collateral is to be credited to Custodian's account in the
book-entry system authorized by the U.S. Department of the
Treasury, Custodian will not be held liable or responsible for the
delivery of securities owned by the Portfolio prior to the receipt
of such collateral;
11) For delivery as security in connection with any borrowings by Fund
on behalf of the Portfolio requiring a pledge of assets by Fund on
behalf of the Portfolio, BUT ONLY against receipt of amounts
borrowed;
12) For delivery in accordance with the provisions of any agreement
among Fund on behalf of the Portfolio, Custodian and a
broker-dealer registered under the Securities Exchange Act of 1934
(the "Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with the
rules of The Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in
connection with transactions by the Portfolio of Fund;
13) For delivery in accordance with the provisions of any agreement
among Fund on behalf of the Portfolio, Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures
Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by the Portfolio of Fund;
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14) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for Fund, for delivery to such Transfer Agent or to the
holders of shares in connection with distributions in kind, as may
be described from time to time in the currently effective
prospectus and statement of additional information of Fund,
related to the Portfolio ("Prospectus"), in satisfaction of
requests by holders of Shares for repurchase or redemption; and
15) For any other proper corporate purpose, BUT ONLY upon receipt of,
in addition to Proper Instructions from Fund on behalf of the
applicable Portfolio, a certified copy of a resolution of the
Board of Directors or of the Executive Committee of the Board
signed by an officer of Fund and certified by the Secretary or an
Assistant Secretary, specifying the securities of the Portfolio to
be delivered, setting forth the purpose for which such delivery is
to be made, declaring such purpose to be a proper Fund purpose,
and naming the person or persons to whom delivery of such
securities shall be made.
In delivering any securities pursuant to this Section 2.2, Custodian
shall credit to the account of the Portfolio which held such securities
the cash or other property received therefor, except to the extent that
Custodian may be instructed otherwise by certified resolution meeting
the requirements of paragraph (15) of this Section 2.2.
2.3 REGISTRATION OF SECURITIES. Domestic securities held by Custodian (other
than bearer securities) shall be registered in the name of each
Portfolio or in the name of any nominee of Fund on behalf of each
Portfolio or of any nominee of Custodian, or in the nominee name of any
agent appointed pursuant to Section 2.9 or in the nominee name of any
sub-custodian appointed pursuant to Article 1. Custodian shall clearly
record on its records the Portfolio for which each security of the Fund
is being held. All securities accepted by Custodian on behalf of the
Portfolio under the terms of this Agreement shall be in "street name" or
other good delivery form. If, however, Fund directs Custodian to
maintain securities in "street name", Custodian shall utilize its best
efforts only to timely collect income due Fund on such securities and to
notify Fund on a best efforts basis only of relevant corporate actions
including, without limitation, pendency of calls, maturities, tender or
exchange offers.
2.4 BANK ACCOUNTS. Custodian shall open and maintain in the name of
Custodian a separate bank account or accounts in banks or trust
companies in the United States in the name of each Portfolio of Fund,
subject only to draft or order by Custodian acting pursuant to the terms
of this Agreement, and shall hold in such account or accounts, subject
to the provisions hereof, all cash received by it from or for the
account of the Portfolio, other than cash maintained by the Portfolio in
a bank account established and used in accordance with Rule 17f-3 under
the 1940 Act. Funds held by Custodian for a Portfolio may be deposited
by it to its credit as Custodian in such banks or trust companies
(including, without limitation, affiliates of Custodian) as it may in
its discretion deem necessary or desirable; PROVIDED, however, that
every such bank or trust company shall be qualified to act as a
custodian under the 1940 Act and that each such bank or trust company
and funds to be deposited with each such bank or trust company shall on
behalf of each
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applicable Portfolio be approved by vote of a majority of the Board of
Directors of Fund. Such funds shall be deposited by Custodian in its
capacity as Custodian and shall be withdrawable by Custodian only in
that capacity; provided, however that depositing such funds shall not
relieve Custodian of its responsibilities or liabilities hereunder.
Custodian shall take all reasonable and appropriate steps to help
protect Fund's cash against claims by Custodian's creditors in the
event of Custodian's insolvency, bankruptcy or similar circumstances,
including the daily investment of cash advances in temporary
overnight investments, as directed by Fund's investment adviser.
2.5 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement between Fund on
behalf of each applicable Portfolio and Custodian, Custodian shall, upon
the receipt of Proper Instructions from Fund on behalf of a Portfolio,
make federal funds available to such Portfolio as of specified times
agreed upon from time to time by Fund and Custodian in the amount of
checks received in payment for Shares of such Portfolio which are
deposited into the Portfolio's account.
2.6 COLLECTION OF INCOME. Subject to the provisions of Section 2.3,
Custodian shall collect on a timely basis all income and other payments
with respect to registered domestic securities held hereunder to which
each Portfolio shall be entitled either by law or pursuant to custom in
the securities business, and shall collect on a timely basis all income
and other payments with respect to bearer domestic securities if, on the
date of payment by the issuer, such securities are held by Custodian or
its agent, or are held in a U.S. Securities System on such date of
payment, and shall credit such income, as collected, to such Portfolio's
custodian account. Without limiting the generality of the foregoing,
Custodian shall detach and present for payment all coupons and other
income items requiring presentation as and when they become due and
shall collect interest when due on securities held hereunder. Income due
each Portfolio on securities loaned pursuant to the provisions of
Section 2.2 (10) shall be the responsibility of Fund. Custodian will
have no duty or responsibility in connection therewith, other than to
provide Fund with such information or data as may be necessary to assist
Fund in arranging for the timely delivery to Custodian of the income to
which the Portfolio is properly entitled.
2.7 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions from Fund on
behalf of the applicable Portfolio, which may be continuing instructions
when deemed appropriate by the parties, Custodian shall pay out monies
of a Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of the
Portfolio but only (a) against the delivery of such securities or
evidence of title to such options, futures contracts or options on
futures contracts to Custodian (or any bank, banking firm or trust
company doing business in the United States or abroad which is
qualified under the 1940 Act to act as a custodian and has been
designated by Custodian as its agent for this purpose pursuant to
Section 2.9 hereof) registered in the manner required for such
instruments to be held pursuant to this Agreement or in proper
form for transfer; (b) in the case of a purchase effected through
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a U.S. Securities System, in accordance with the conditions set
forth in Section 2.10 hereof; (c) in the case of repurchase
agreements entered into between Fund on behalf of the Portfolio
and Custodian, or another bank, or a broker-dealer which is a
member of NASD, (i) against delivery of the securities either in
certificate form or for securities purchased through a U.S.
Securities System, in accordance with the conditions set forth in
Section 2.10 hereof or (ii) through an agreement by Custodian or
other bank or broker-dealer to repurchase such securities from the
Portfolio or (d) for transfer to a time deposit account of Fund in
any bank, whether domestic or foreign; such transfer may be
effected prior to receipt of a confirmation from a broker and/or
the applicable bank pursuant to Proper Instructions from Fund as
defined in Article 5;
2) In connection with conversion, exchange or surrender of securities
owned by the Portfolio as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued by the Portfolio
as set forth in Article 4 hereof;
4) For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments for
the account of the Portfolio: interest, taxes, management,
accounting, transfer agent and legal fees, and operating expenses
of Fund whether or not such expenses are to be in whole or part
capitalized or treated as deferred expenses;
5) For the payment of any dividends on Shares of the Portfolio
declared pursuant to the governing documents of Fund;
6) For payment of the amount of dividends received in respect of
securities sold short by a Portfolio;
7) For any other proper purpose, BUT ONLY upon receipt of, in
addition to Proper Instructions from Fund on behalf of the
Portfolio, a certified copy of a resolution of the Board of
Directors or of the Executive Committee of Fund signed by an
officer of Fund and certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment, setting forth
the purpose for which such payment is to be made, declaring such
purpose to be a proper purpose, and naming the person or persons
to whom such payment is to be made.
2.8 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED.
Except as specifically stated otherwise in this Agreement, in any and
every case where payment for purchase of domestic securities for the
account of a Portfolio is made by Custodian in advance of receipt of the
securities purchased (i.e., as provided in greater detail in Section
2.7(1)) in the absence of specific written instructions from Fund on
behalf of such Portfolio to so pay in advance, Custodian shall be
absolutely liable to Fund for such securities to the same extent as if
the securities had been received by Custodian.
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2.9 APPOINTMENT OF AGENTS. Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the 1940 Act to act as a
custodian (including, without limitation, affiliates of Custodian), as
its agent to carry out such of the provisions of this Article 2 as
Custodian may from time to time direct; PROVIDED, however, that the
appointment of any agent shall not relieve Custodian of its
responsibilities or liabilities hereunder.
2.10 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. Custodian may deposit
and/or maintain securities owned by a Portfolio in a clearing agency
registered with the Securities and Exchange Commission under Section 17A
of the Exchange Act, which acts as a securities depository, or in the
book-entry system authorized by the U.S. Department of the Treasury and
certain federal agencies, collectively referred to herein as "U.S.
Securities System" in accordance with applicable Federal Reserve Board
and Securities and Exchange Commission rules and regulations, if any,
and subject to the following provisions:
1) Custodian may keep securities of the Portfolio in a U.S.
Securities System provided that such securities are represented in
an account ("Account") of Custodian in the U.S. Securities System
which shall not include any assets of Custodian other than assets
held as a fiduciary, custodian or otherwise for customers;
2) The records of Custodian with respect to securities of the
Portfolio which are maintained in a U.S. Securities System shall
identify by book-entry those securities belonging to the
Portfolio;
3) Custodian shall pay for securities purchased for the account of
the Portfolio upon (i) receipt of written or electronically
accessible advice from the U.S. Securities System that such
securities have been transferred to the Account, and (ii) the
making of an entry on the records of Custodian to reflect such
payment and transfer for the account of the Portfolio. Custodian
shall transfer securities sold for the account of the Portfolio
upon (i) receipt of written or electronically accessible advice
from the U.S. Securities System that payment for such securities
has been transferred to the Account, and (ii) the making of an
entry on the records of Custodian to reflect such transfer and
payment for the account of the Portfolio. Copies of all advices
from the U.S. Securities System of transfers of securities for the
account of the Portfolio shall identify the Portfolio, be
maintained for the Portfolio by Custodian and be provided to Fund
at its request. Upon request, Custodian shall furnish Fund on
behalf of the Portfolio confirmation of each transfer to or from
the account of the Portfolio in the form of a written advice or
notice and shall furnish to Fund on behalf of the Portfolio copies
of daily transaction sheets reflecting each day's transactions in
the U.S. Securities System for the account of the Portfolio.
Custodian shall comply with all requirements of Rule 17f-4,
including 17f-4(d)(3), under the 1940 Act;
4) Custodian shall provide Fund for the Portfolio with any report
obtained by Custodian on the U.S. Securities System's accounting
system, internal accounting controls and procedures for
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safeguarding securities deposited in the U.S. Securities System.
Custodian shall send to Fund such reports on Custodian's own
systems of internal accounting controls as Fund may reasonably
request from time to time. Custodian shall send to Fund such
reports automatically whenever there is a material change in any
such systems;
5) Custodian shall have received from Fund on behalf of the Portfolio
the initial or annual certificate, as the case may be, required by
Article 14 hereof;
6) Anything to the contrary in this Agreement notwithstanding,
Custodian shall be liable to Fund for the benefit of the Portfolio
for any loss or damage to the Portfolio resulting from use of the
U.S. Securities System by reason of any negligence, misfeasance or
misconduct of Custodian or any of its agents or of any of its or
their employees or from failure of Custodian or any such agent to
use reasonable efforts to enforce such rights as it may have
against the U.S. Securities System or any guarantee or insurance
fund; at the election of Fund, it shall be entitled to be
subrogated to the rights of Custodian or any agent with respect to
any claim against the U.S. Securities System or any other person
or fund which Custodian or agent may have as a consequence of any
such loss or damage if and to the extent that the Portfolio has
not been made whole for any such loss or damage.
2.11 SEGREGATED ACCOUNT. Custodian shall upon receipt of Proper Instructions
from Fund on behalf of each applicable Portfolio establish and maintain
a segregated account or accounts for and on behalf of each such
Portfolio, into which account or accounts may be transferred cash and/or
securities, including securities maintained in an account by Custodian
pursuant to Section 2.10 hereof, (a) in accordance with the provisions
of any agreement among Fund on behalf of the Portfolio, Custodian and a
broker-dealer registered under the Exchange Act and a member of the NASD
(or any futures commission merchant registered under the Commodity
Exchange Act), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national securities exchange
(or the Commodity Futures Trading Commission or any registered contract
market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Portfolio, (b) for purposes of segregating cash or government securities
in connection with options purchased, sold or written by the Portfolio
or commodity futures contracts or options thereon purchased or sold by
the Portfolio, (c) for the purposes of compliance by the Portfolio with
the procedures required by Investment Company Act Release No. 10666, or
any subsequent release or releases of the Securities and Exchange
Commission relating to the maintenance of segregated accounts by
registered investment companies and (d) to hold securities subject to
repurchase agreements, to the extent that certificates for such
securities are held in physical custody, and (e) for other proper
corporate purposes, BUT ONLY, in the case of clause (e), upon receipt
of, in addition to Proper Instructions from Fund on behalf of the
applicable Portfolio, a certified copy of a resolution of the Board of
Directors or of the Executive Committee of the Board signed by an
officer of Fund and certified by the Secretary or an Assistant
Secretary, setting forth the purpose or purposes of such segregated
account and declaring such purposes to be proper Fund purposes.
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Custodian shall take all reasonable and appropriate steps to help
protect Fund's cash against claims by Custodian's creditors in the event
of Custodian's insolvency, bankruptcy or similar circumstances,
including the daily investment of cash advances in temporary overnight
investments, as directed by Fund's investment adviser.
2.12 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. Custodian shall execute
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to domestic securities of each Portfolio held by
it and in connection with transfers of securities.
2.13 PROXIES. Custodian shall, with respect to the domestic securities held
hereunder, cause to be promptly executed by the registered holder of
such securities, if the securities are registered otherwise than in the
name of the Portfolio or a nominee of the Portfolio, all proxies,
without indication of the manner in which such proxies are to be voted,
and shall promptly deliver to the Portfolio such proxies, all proxy
soliciting materials and all notices relating to such securities.
2.14 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Subject to the
provisions of Section 2.3, Custodian shall transmit promptly to Fund for
each Portfolio all written information (including, without limitation,
pendency of calls and maturities of domestic securities and expirations
of rights in connection therewith and notices of exercise of call and
put options written by Fund on behalf of the Portfolio and the maturity
of futures contracts purchased or sold by the Portfolio) received by
Custodian from issuers of the securities being held for the Portfolio.
With respect to tender or exchange offers, Custodian shall transmit
promptly to the Portfolio all written information received by Custodian
from issuers of the securities whose tender or exchange is sought and
from the party (or his agents) making the tender or exchange offer. If
the Portfolio desires to take action with respect to any tender offer,
exchange offer or any other similar transaction, the Portfolio shall
notify Custodian at least three business days prior to the date on which
Custodian is to take such action.
2.15 ADOPTION OF PROCEDURES. Custodian and Fund hereby adopt the Funds
Transfer Operating Guidelines attached hereto as Exhibit B. Custodian
and Fund may from time to time adopt such additional procedures as they
agree upon, and Custodian may conclusively assume that no procedure
approved or directed by Fund conflicts with or violates any requirements
of the Prospectus, articles of incorporation, bylaws, any applicable
law, rule or regulation, or any order, decree or agreement by which Fund
may be bound. Fund will be responsible to notify Custodian of any
changes in statutes, regulations, rules, requirements or policies which
might necessitate changes in Custodian's responsibilities or procedures.
2.16 DUTIES OF CUSTODIAN WITH RESPECT TO PROPERTY OF FUND HELD OUTSIDE OF THE
UNITED STATES Each Portfolio's foreign securities and cash or cash
equivalents, in amounts deemed by Fund to be reasonably necessary to
effect such Portfolio's foreign securities transactions, may be held in
the custody of one or more banks or trust companies acting as
Subcustodians ("Global Subcustodian"), and thereafter, pursuant to a
written contract or contracts as approved by Fund, may be transferred to
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accounts maintained by any such Global Subcustodian with eligible
foreign custodians, as defined in Rule 17f-5(a)(1)("Eligible Foreign
Custodian"). Custodian will be responsible to Fund for any loss, damage
or expense suffered or incurred by Fund resulting from the actions or
omissions of any Eligible Foreign Custodian only to the same extent such
subcustodian is liable to the Global Subcustodian. The provisions of
Sections 2.2 and 2.7 of this Agreement shall apply mutatis mutandis to
the foreign securities of each Portfolio held in the custody of a Global
Subcustodian or outside of the United States by an Eligible Foreign
Custodian. Agreements employing Global Subcustodians and Eligible
Foreign Custodians shall require each such institution to exercise
reasonable care in the performance of its duties and obligations and to
indemnify, and hold harmless, Custodian and each Portfolio from and
against any loss, damage, cost, expense, liability or claim arising out
of or in connection with each such institution's performance of its
duties and obligations. Custodian shall be liable to the Fund for the
acts or omissions of any Global Subcustodians or Eligible Foreign
Custodians to the same extent that such institutions are liable to the
Fund. Fund and Custodian agree to comply with all requirements of Rule
17f-5 under the 1940 Act, as amended from time to time.
2.17 REPORTS TO FUND BY CUSTODIAN ON INSURANCE AND Bonding. Custodian shall
furnish to Fund upon request information concerning what insurance or
bonding coverage is applicable to Fund's securities. Such information
shall be similar in kind and scope to that furnished to Fund in
connection with the initial approval of this Agreement. In addition,
Custodian will promptly inform Fund in the event of any material adverse
change in its financial condition or any loss of the assets of Fund.
2.18 RECORDS. Custodian shall with respect to each Portfolio create and
maintain all records relating to its activities and obligations under
this Agreement in such manner as will meet the obligations of Fund under
the 1940 Act, with particular attention to Section 31 thereof and the
rules thereunder. All such records shall be the property of Fund and
shall at all times during the regular business hours of Custodian be
open for inspection by duly authorized officers, employees or agents of
Fund and employees and agents of the Securities and Exchange Commission.
Custodian shall, at Fund's request, supply Fund with a tabulation of
securities owned by each Portfolio and held by Custodian and shall, when
requested to do so by Fund and for such compensation as shall be agreed
upon between Fund and Custodian, include certificate numbers in such
tabulations.
3. DUTIES OF CUSTODIAN WITH RESPECT TO INVESTMENT ACCOUNTING. Fund hereby
appoints Custodian as its agent to perform certain accounting and
recordkeeping functions relating to portfolio transactions required of a duly
registered investment company under Section 31 of the 1940 Act and the rules
thereunder and to calculate the net asset value of the Portfolios.
3.1 ACCOUNTS AND RECORDS. Custodian will prepare and maintain, with the
direction and as interpreted by Fund, Fund's or Portfolio's accountants
and/or other advisors, in complete, accurate and current form all
accounts and records: (a) required to be maintained by Fund with respect
to portfolio transactions under Section 31 of the 1940 Act and the rules
thereunder; (b) required to be maintained as a basis for calculation of
each Portfolio's net asset value; and (c) as otherwise agreed upon by
the Parties. Fund will advise Custodian in writing of all applicable
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record retention requirements, other than those set forth in the 1940
Act. Custodian will preserve such accounts and records in the manner and
for the periods prescribed in the 1940 Act and rules thereunder or for
such longer period as is agreed upon by the Parties. Fund will furnish,
in writing or its electronic or digital equivalent, accurate and timely
information needed by Custodian to complete such accounts and records,
including calls for redemption, tender or exchange offers, declaration,
record and payment dates and amounts of any dividends or income,
reorganization, recapitalization, merger, consolidation, split-up of
shares, change of par value, or conversion, when such information is not
readily available from generally accepted securities industry services
or publications.
3.2 ACCOUNTS AND RECORDS PROPERTY OF FUND. Custodian acknowledges that all
of the accounts and records maintained by Custodian pursuant hereto are
the property of Fund, and will be made available to Fund upon request,
as further specified by Section 2.18 hereof. Custodian will assist
Fund's independent auditors, or upon approval of Fund, or upon demand,
any regulatory body, in any requested review of Fund's accounts and
records but Fund will reimburse Custodian for all necessary and
reasonable expenses and employee time invested in any such review
outside of routine and normal periodic reviews. Upon receipt from Fund
of the necessary information or instructions, Custodian will supply
information from the books and records it maintains for Fund that Fund
needs for tax returns, questionnaires, periodic reports to shareholders
and such other reports and information to be given to appropriate
governmental regulatory bodies as Fund and Custodian agree upon from
time to time.
3.3 CALCULATION OF NET ASSET VALUE. Fund will instruct Custodian with regard
to the outside pricing sources to be utilized as sources of each
Portfolio's asset prices ("Pricing Sources"). In the event that Fund
specifies Reuters America, Inc., it will enter into the Agreement
attached hereto as Exhibit C. Custodian will calculate each Portfolio's
net asset value, in accordance with the Portfolio's Prospectus, at the
close of the regular trading session of the New York Stock Exchange
("Exchange"), usually 4:00 p.m. Eastern time, each Monday through
Friday, except days on which the Exchange is closed. Custodian will
price the assets, including foreign currency holdings, of each Portfolio
for which market quotations are available from the Pricing Sources; all
other Portfolio assets will be priced in accordance with Fund's
instructions.
4. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES OF FUND.
Custodian shall receive from the distributor for the Shares or from the
Transfer Agent of Fund and, on the date of receipt, deposit into the account
of the appropriate Portfolio such payments for Shares of that Portfolio issued
or sold from time to time by Fund. Custodian will provide timely notification
to Fund and the Transfer Agent of any receipt by it of payments for Shares of
such Portfolio.
From such funds as may be available for the purpose but subject to the
limitations of the Articles of Incorporation and any applicable votes of the
Board of Directors of Fund pursuant thereto, Custodian shall, upon receipt of
Proper Instructions from the Transfer Agent, make funds available for payment
to holders of Shares who have delivered to the Transfer Agent a request for
redemption or repurchase of their Shares. In connection with the redemption or
repurchase of Shares of a Portfolio, Custodian is authorized upon receipt of
Proper Instructions from the Transfer Agent to wire funds to or through a
11
commercial bank designated by the redeeming shareholders. In connection with
the redemption or repurchase of Shares of Fund, Custodian shall honor checks
drawn on Custodian by a holder of Shares, which checks have been furnished by
Fund to the holder of Shares, when presented to Custodian in accordance with
such procedures and controls as are mutually agreed upon from time to time
between Fund and Custodian.
5. PROPER INSTRUCTIONS. Proper Instructions as used throughout this
Agreement means a writing signed or initialed by one or more person or persons
as the Board of Directors shall have from time to time authorized. Each such
writing shall set forth the specific transaction or type of transaction
involved, including a specific statement of the purpose for which such action
is requested. Oral instructions will be considered Proper Instructions if
Custodian reasonably believes them to have been given by a person authorized
to give such instructions with respect to the transaction involved. Fund shall
cause all oral instructions to be confirmed in writing by either telecopier or
telex. Upon receipt of a certificate of the Secretary or an Assistant
Secretary as to the authorization by the Board of Directors of Fund
accompanied by a detailed description of procedures approved by the Board of
Directors, Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Board of
Directors and Custodian are satisfied that such procedures afford adequate
safeguards for the Portfolios' assets. For purposes of this Section, Proper
Instructions shall include instructions received by Custodian pursuant to any
three-party agreement which requires a segregated asset account in accordance
with Section 2.11.
6. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. Custodian may in its
discretion, without express authority from Fund on behalf of each applicable
Portfolio: (a) make payments (not to exceed $10,000 with respect to any
Portfolio before an accounting shall be made to the Fund) to itself or others
for minor expenses of handling securities or other similar items relating to
its duties under this Agreement, PROVIDED that all such payments shall be
accounted for to Fund on behalf of the Portfolio; (b) surrender securities in
temporary form for securities in definitive form; (c) endorse for collection,
in the name of the Portfolio, checks, drafts and other negotiable instruments;
and (d) in general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other dealings with
the securities and property of the Portfolio except as otherwise directed by
the Board of Directors of Fund.
7. EVIDENCE OF AUTHORITY. Custodian shall be protected in acting upon any
instructions, notice, request, consent, certificate or other instrument or
paper reasonably believed by it to be genuine and to have been properly
executed by an authorized person by or on behalf of Fund. Custodian may
receive and accept a certified copy of a vote of the Board of Directors of
Fund as conclusive evidence (a) of the authority of any person to act in
accordance with such vote or (b) of any determination or of any action by the
Board of Directors pursuant to the Articles of Incorporation as described in
such vote, and such vote may be considered as in full force and effect until
receipt by Custodian of written notice to the contrary.
8. OPINION OF FUND'S INDEPENDENT ACCOUNTANT. Custodian shall take all
reasonable action, as Fund on behalf of each applicable Portfolio may from
time to time request, to obtain from year to year favorable opinions from
Fund's independent accountants with respect to its activities hereunder in
connection with the preparation of Fund's Form N-1A, and Form N-SAR or other
12
annual reports to the Securities and Exchange Commission and with respect to
any other requirements of such Commission.
9. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS. Custodian shall
provide Fund, on behalf of each of the Portfolios at such times as Fund may
reasonably require, with reports by Custodian or by independent public
accountants on the accounting system, internal accounting control and
procedures for safeguarding securities, futures contracts and options on
futures contracts, including securities deposited and/or maintained in a
Securities System, relating to the services provided by Custodian under this
Agreement; such reports shall be of sufficient scope and in sufficient detail
as may reasonably be required by Fund to provide reasonable assurance that any
material inadequacies would be disclosed by such examination, and, if there
are no such inadequacies, the reports shall so state.
10. COMPENSATION OF CUSTODIAN. Custodian shall be entitled to reasonable
compensation for its services and expenses as Custodian, as agreed upon in
writing from time to time between Fund on behalf of each applicable Portfolio
and Custodian.
11. RESPONSIBILITY OF CUSTODIAN. So long as and to the extent that it is in
the exercise of reasonable care, Custodian shall not be responsible for the
title, validity or genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Agreement and shall be held
harmless in acting upon any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and to be signed by the
proper party or parties, including any futures commission merchant acting
pursuant to the terms of a three-party futures or options agreement. Custodian
shall indemnify and hold harmless Fund for all damages and expenses actually
incurred as a result of the negligent action, negligent inaction, or willful
misconduct of Custodian, any agent appointed by Custodian pursuant to Section
2.9, any sub-custodian appointed by Custodian pursuant to Article 1, or any of
their officers, or employees, in the performance of any function hereunder,
including, without limitation, reasonable attorney fees and investigation
expenses; but Custodian shall be indemnified by and shall be without liability
to Fund for any action taken or omitted by it in good faith without
negligence. It shall be entitled to rely on and may act upon advice of counsel
with nationally recognized expertise in the 1940 Act (who may be counsel for
Fund) on all matters, and shall be without liability for any action reasonably
taken or omitted pursuant to such advice.
Except as may arise from Custodian's own negligence or willful
misconduct or the negligence or willful misconduct of a sub-custodian or
agent, or as otherwise provided in this Agreement, Custodian shall be without
liability to Fund for any loss, liability, claim or expense resulting from or
caused by; (i) events or circumstances beyond the reasonable control of
Custodian or any sub-custodian or Securities System or any agent or nominee of
any of the foregoing, including, without limitation, nationalization or
expropriation, imposition of currency controls or restrictions, the
interruption, suspension or restriction of trading on or the closure of any
securities market, power or other mechanical or technological failures or
interruptions, computer viruses or communications disruptions, acts of war or
terrorism, riots, revolutions, work stoppages, natural disasters or other
similar events or acts; (ii) errors by Fund or the Investment Advisor in their
instructions to Custodian provided such instructions have been in accordance
with this Agreement; (iii) the insolvency of or acts or omissions by a
Securities System, except as provided pursuant to Sections 2.10 and 2.16
hereof; (iv) any delay or failure of any broker, agent or intermediary,
13
central bank or other commercially prevalent payment or clearing system to
deliver to Custodian's sub-custodian or agent securities purchased or in the
remittance or payment made in connection with securities sold; (v) any delay
or failure of any company, corporation, or other body in charge of registering
or transferring securities in the name of Custodian, Fund, Custodian's
sub-custodians, nominees or agents or any consequential losses arising out of
such delay or failure to transfer such securities including non-receipt of
bonus, dividends and rights and other accretions or benefits; (vi) delays or
inability to perform its duties due to any disorder in market infrastructure
with respect to any particular security or Securities System, except as
provided pursuant to Sections 2.10 and 2.16 hereof; and (vii) any provision of
any present or future law or regulation or order of the United States of
America, or any state thereof, or any other country, or political subdivision
thereof or of any court of competent jurisdiction.
Custodian shall be liable for the acts or omissions of Global
Subcustodians and Eligible Foreign Custodians as set forth in Section 2.16 to
the same extent as set forth with respect to sub-custodians generally in this
Agreement.
If Fund on behalf of a Portfolio requires Custodian to take any action
with respect to securities, which action involves the payment of money or
which action may, in the opinion of Custodian, result in Custodian or its
nominee assigned to Fund or the Portfolio being liable for the payment of
money or incurring liability of some other form, Fund on behalf of the
Portfolio, as a prerequisite to requiring Custodian to take such action, shall
provide indemnity to Custodian in an amount and form satisfactory to it.
If Fund requires Custodian, its affiliates, subsidiaries or agents, to
advance cash or securities for any purpose (including but not limited to
securities settlements, foreign exchange contracts and assumed settlement) or
in the event that Custodian or its nominee shall incur or be assessed any
taxes, charges, expenses, assessments, claims or liabilities (excluding
Custodian's operating overhead and taxes arising generally out of Custodian's
business) in connection with the performance of this Agreement, except such as
may arise from its or its officers', employees', agents' or nominee's own
negligent action, negligent failure to act or willful misconduct, any property
at any time held for the account of the applicable Portfolio shall be security
therefor and should Fund fail to repay Custodian promptly, Custodian shall be
entitled to utilize available cash and to dispose of such Portfolio's assets
to the extent necessary to obtain reimbursement.
In no event shall Custodian be liable for indirect, special or
consequential damages, but Custodian shall be liable for all proximate
damages.
12. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT. This Agreement shall become
effective as of its execution, shall continue in full force and effect until
terminated as hereinafter provided, may be amended at any time by mutual
agreement of the parties hereto and may be terminated by either party by an
instrument in writing delivered or mailed by registered mail, postage prepaid
to the other party, such termination to take effect not sooner than thirty
(30) days after the date of such delivery or mailing; PROVIDED, however that
Custodian shall not with respect to a Portfolio act under Section 2.10 hereof
in the absence of receipt of an initial certificate of the Secretary or an
Assistant Secretary that the Board of Directors of Fund has approved the
initial use of a particular Securities System by such Portfolio, as required
by Rule 17f-4 under the 1940 Act; PROVIDED FURTHER, however, that Fund shall
14
not amend or terminate this Agreement in contravention of any applicable
federal or state regulations, or any provision of the Articles of
Incorporation, and further provided, that Fund on behalf of one or more of the
Portfolios may at any time by action of its Board of Directors (a) substitute
another bank or trust company for Custodian by giving notice as described
above to Custodian, or (b) immediately terminate this Agreement in the event
of the appointment of a conservator or receiver for Custodian by the
Comptroller of the Currency or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of competent
jurisdiction.
Upon termination hereof, Fund on behalf of each applicable Portfolio
shall pay to Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse Custodian for its costs, expenses and
disbursements in discharging its responsibilities hereunder, excluding
Custodian's operating overhead.
13. SUCCESSOR CUSTODIAN. If a successor custodian for Fund, of one or more
of the Portfolios shall be appointed by the Board of Directors of Fund,
Custodian shall, upon termination, deliver to such successor custodian at the
office of Custodian, duly endorsed and in the form for transfer, all
securities and other assets of each applicable Portfolio then held by it, its
agents, or subcustodians hereunder, shall transfer to an account of the
successor custodian or subcustodian all of the securities of each such
Portfolio held in a Securities System, and shall cause all securities held by
subcustodians to be transferred to the accounts of the successor custodian or
its subcustodian, as the successor custodian may direct.
If no such successor custodian shall be appointed, Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Board of
Directors of Fund, deliver at the office of Custodian and transfer such
securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Directors shall have been delivered
to Custodian on or before the date when such termination shall become
effective, then Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the 1940 Act, of its own selection,
having an aggregate capital, surplus, and undivided profits, as shown by its
last published report, of not less than $25,000,000, all securities, funds and
other properties held by Custodian on behalf of each applicable Portfolio and
all instruments held by Custodian relative thereto and all other property held
by it under this Agreement on behalf of each applicable Portfolio and to
transfer to an account of such successor custodian all of the securities of
each such Portfolio held in any Securities System. Thereafter, such bank or
trust company shall be the successor of Custodian under this Agreement.
In the event that securities, funds and other properties remain in the
possession of Custodian, or in Custodian's account with a U.S. Securities
System, after the date of termination hereof owing to failure of Fund to
procure the certified copy of the vote referred to or of the Board of
Directors to appoint a successor custodian, Custodian shall be entitled to
fair compensation for its services during such period as Custodian retains
possession of such securities, funds and other properties and the provisions
of this Agreement relating to the duties and obligations of Custodian shall
remain in full force and effect.
15
14. INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation
of this Agreement, Custodian and Fund on behalf of each of the Portfolios, may
from time to time agree on such provisions interpretive of or in addition to
the provisions of this Agreement as may in their joint opinion be consistent
with the general tenor of this Agreement. Any such interpretive or additional
provisions shall be in a writing signed by both parties and shall be annexed
hereto, PROVIDED that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any provision of the
Articles of Incorporation of Fund. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment
of this Agreement.
15. ADDITIONAL FUNDS. In the event that Fund establishes one or more series
of Shares in addition to those set forth above with respect to which it
desires to have Custodian render services under the terms hereof, it shall so
notify Custodian in writing, and if Custodian agrees in writing to provide
such services, such series of Shares shall become a Portfolio hereunder.
16. MISSOURI LAW TO APPLY. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with laws of the State
of Missouri.
17. PRIOR CONTRACTS. This Agreement supersedes and terminates, as of the
date hereof, all prior contracts between Fund on behalf of each of the
Portfolios and Custodian relating to the custody of Fund's assets.
18. REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, exhibits,
attachments and amendments hereto may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other similar
process. The Parties all/each agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of
business, and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.
19. SHAREHOLDER COMMUNICATIONS. Rule 14b-2 under the Exchange Act requires
banks which hold securities for the account of customers to respond to
requests by issuers of securities for the names, addresses and holding of
beneficial owners of securities of that issuer held by the bank unless the
beneficial owner has expressly objected to disclosure of this information. In
order to comply with the rule, Custodian needs Fund to indicate whether it
authorizes Custodian to provide Fund's name, address, and share position to
requesting companies whose securities Fund owns. If Fund tells the Custodian
"no," Custodian will not provide this information to requesting companies. If
Fund tells Custodian "yes" or does not check either "yes" or "no" below,
Custodian is required by the rule to treat fund as consenting to disclosure of
this information for all securities owned by Fund or any Portfolios or
Accounts established by Fund. For Fund's protection, the rule prohibits the
requesting company from using Fund's name and address for any purpose other
than corporate communications. Please indicate below whether the Fund consents
or objects by checking one of the alternatives below.
16
YES [ ] The Custodian is authorized to release the Fund's
name, address, and share positions.
NO [ ] The Custodian is not authorized to release the Fund's
name, address, and share positions.
20. OTHER FUND SERVICE PROVIDERS. Custodian acknowledges that State Street,
in its capacity as the Fund's transfer and service agent, and administrator,
is performing certain functions on behalf of Fund, and that State Street may,
in certain instances, act on behalf of Fund. Therefore, the Parties agree that
this Agreement will be read to refer to State Street, or other Fund service
providers, as necessary or appropriate, in lieu of Fund.
21. THE SYSTEMS; CONFIDENTIALITY.
21.1 If Custodian provides Fund direct access to the computerized investment
portfolio custody systems used by Custodian ("Systems") or if Custodian
and Fund agree to utilize any electronic system of communication, Fund
agrees to implement and enforce appropriate security policies and
procedures to prevent unauthorized or improper access to or use of the
Systems or such other system.
21.2 Fund will preserve the confidentiality of the Systems and the tapes,
books, reference manuals, instructions, records, programs, documentation
and information of, and other materials relevant to, the Systems and the
business of Custodian ("Confidential Information"). Fund agrees that it
will not voluntarily disclose any such Confidential Information to any
other person other than its own employees who reasonably have a need to
know such information pursuant hereto. Fund will return all such
Confidential Information to Custodian upon termination or expiration
hereof.
21.3 Fund has been informed that the Systems are licensed for use by
Custodian from one or more third parties ("Licensors"), and Fund
acknowledges that Custodian and Licensors have proprietary rights in and
to the Systems and all other Custodian or Licensor programs, code,
techniques, know-how, data bases, supporting documentation, data
formats, and procedures, including without limitation any changes or
modifications made at the request or expense or both of Fund
(collectively, the "Protected Information"). Fund acknowledges that the
Protected Information constitutes confidential material and trade
secrets of Custodian and Licensors. Fund will preserve the
confidentiality of the Protected Information, and Fund hereby
acknowledges that any unauthorized use, misuse, disclosure or taking of
Protected Information, residing or existing internal or external to a
computer, computer system, or computer network, or the knowing and
unauthorized accessing or causing to be accessed of any computer,
computer system, or computer network, may be subject to civil
liabilities and criminal penalties under applicable law. Fund will so
inform employees and agents who have access to the Protected Information
or to any computer equipment capable of accessing the same. Licensors
are intended to be and are third party beneficiaries of Fund's
obligations and undertakings contained in this Section.
17
21.4 Fund hereby represents and warrants to Custodian that it has determined
to its satisfaction that the Systems are appropriate and suitable for
its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS.
CUSTODIAN EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY
STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS OF A PARTICULAR PURPOSE.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 7th day of November, 1997.
INVESTORS FIDUCIARY TRUST COMPANY MONUMENT SERIES FUND, INC.
By:/s/XXXXX X. XXXXXX By:/s/XXXXX X. XXXXXX
Title: EVP Title: President
18
EXHIBIT B -- FUNDS TRANSFER OPERATING GUIDELINES
I. OBLIGATION OF THE SENDER: Custodian ("IFTC") is authorized to promptly
debit Fund's ("Client's") account(s) upon the receipt of a payment order
in compliance with any of the Security Procedures chosen by the Client,
from those offered on the attached selection form (and any updated
selection forms hereafter executed by the Client, which will be made
part of this Exhibit B following such execution), for funds transfers
and in the amount of money that IFTC has been instructed to transfer.
IFTC is hereby instructed to accept funds transfer instructions only via
the delivery methods and Security Procedures indicated on the attached
selection form (and any updated executed by the Client). The Client
agrees that the Security Procedures are reasonable and adequate for its
wire transfer transactions and agrees to be bound by any payment orders,
amendments and cancellations, whether or not authorized, issued in its
name and accepted by IFTC after being confirmed by any of the selected
Security Procedures. The Client also agrees to be bound by any other
valid and authorized payment order accepted by IFTC in accordance with
these procedures. IFTC shall execute payment orders in compliance with
the selected Security Procedures and with the Client's/Investment
Manager's instructions on the execution date provided that such payment
order is received by the customary deadline for processing such a
request, unless the payment order specifies a later time. IFTC will use
reasonable efforts to execute on the execution date payment orders
received after the customary deadline, but if it is unable to execute
any such payment order on the execution date, such payment order will be
deemed to have been received on the next business day.
II. SECURITY PROCEDURES: The Client acknowledges that the selected Security
Procedures were selected by the Client from Security Procedures offered
by IFTC. The Client shall restrict access to confidential information
relating to the Security Procedures to authorized persons as
communicated in writing to IFTC. The Client must notify IFTC immediately
if it has reason to believe unauthorized persons may have obtained
access to such information or of any change in the Client's authorized
personnel. IFTC shall verify the authenticity of all instructions
according to the selected Security Procedures.
III. ACCOUNT NUMBERS: IFTC shall process all payment orders on the basis of
the account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the
account number, the account number shall take precedence and govern.
Financial institutions that receive payment orders initiated by IFTC at
the instruction of the Client may also process payment orders on the
basis of account numbers, regardless of any name included in the payment
order. IFTC will also rely on any financial institution identification
numbers included in any payment order, regardless of any financial
institution name included in the payment order.
IV. REJECTION: IFTC reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected
balance in the account to be charged at the time of IFTC's receipt of
such payment order; (b) if initiating such payment order would cause
IFTC, in IFTC's sole judgment, to exceed any applicable volume,
aggregate dollar, network, time, credit or similar limits upon wire
transfers; or (c) if IFTC, in good faith, is unable to satisfy itself
that the transaction has been properly authorized.
V. CANCELLATION OR AMENDMENT: IFTC shall use reasonable efforts to act on
all authorized requests to cancel or amend payment orders received in
compliance with the selected Security Procedures provided that such
requests are received in sufficient time to afford IFTC a reasonable
opportunity to act prior to executing the payment order. However, IFTC
assumes no liability if the request for amendment or cancellation cannot
be satisfied by IFTC's reasonable efforts.
VI. ERRORS: IFTC shall assume no responsibility for failure to detect any
erroneous payment order provided that IFTC complies with the payment
order instructions as received and IFTC complies with the selected
Security Procedures. The Security Procedures are established for the
purpose of authenticating payment orders only and not for the detection
of errors in payment orders.
VII. INTEREST AND LIABILITY LIMITS: Provided that IFTC complies with all
provisions in the Agreement relating to Proper Instructions, including
Sections 2.2, 2.7 and 5, IFTC shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized
payment order, unless IFTC is notified of the unauthorized payment order
within thirty (30) days of notification by IFTC of the acceptance of
such payment order. In the event that IFTC does not comply with the
provisions in the Agreement relating to Proper Instructions, the general
19
liability provisions of the Agreement will apply. In no event (including
but not limited to failure to execute a payment order) shall IFTC be
liable for special, indirect or consequential damages, even if advised
of the possibility of such damages, but IFTC shall be liable for all
proximate damages.
VIII. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS:
When the Client initiates or receives ACH credit and debit entries
pursuant to these Guidelines and the rules of the National Automated
Clearing House Association and the Mid-America Payment Exchange or other
similar body, IFTC or its agent will act as an Originating Depository
Financial Institution and/or Receiving Depository Financial Institution,
as the case may be, with respect to such entries. Credits given with
respect to an ACH credit entry are provisional until final settlement
for such entry is received from the Federal Reserve Bank. If such final
settlement is not received, the Client agrees to promptly refund the
amount credited to the Client in connection with such entry, and the
party making payment to the Client via such entry shall not be deemed to
have paid the amount of the entry.
IX. CONFIRMATIONS: Confirmation of IFTC's execution of payment orders shall
be provided within 24 hours. Notice may be delivered through IFTC's
account statements, advices, information systems, or by facsimile or
callback. The Client must report any objections to the execution of a
payment order within 30 days.
X. MISCELLANEOUS: IFTC may use the Federal Reserve System Fedwire to
execute payment orders, and any payment order carried in whole or in
part through Fedwire will be subject to applicable Federal Reserve Board
rules and regulations. IFTC and the Client agree to cooperate to attempt
to recover any funds erroneously paid to wrong parties, regardless of
any fault of IFTC or the Client, but the party responsible for the
erroneous payment shall bear all costs and expenses incurred in trying
to effect such recovery. These Guidelines may not be amended except by a
written agreement signed by the parties.
20
SECURITY PROCEDURES SELECTION FORM
Please select one or more of the funds transfer security procedures indicated
below.
[ ] SWIFT SWIFT (Society for Worldwide Interbank Financial
Telecommunicatio n) is a cooperative society owned and operated by
memb er financial institutions that provides telecommunic ation
services for its membership. Participation is limited to
securities brokers and dealers, clear ing and depository
institutions, recognized e xchanges for securities, and investment
management inst itutions. SWIFT provides a number of security
feature s through encryption and authentication to protect against
unauthorized access, loss or wrong delivery of messages,
transmission errors, loss of confidenti ality and fraudulent
changes to messages. SELECTION OF THIS SECURITY PROCEDURE WOULD BE
MOST APPROPRIATE FOR EXISTING SWIFT MEMBERS.
[ ] REMOTE BATCH TRANSMISSION Wire transfer instructions are delivered
via Computer-to-Computer (CPU-CPU) data communications between the
Client and/or its agent and IFTC and/or its agent. Security
procedures include encryption and/or the use of a test key by
those individuals authorized as Automated Batch Verifiers or a
callback procedure to those individuals. CLIENTS SELECTING THIS
OPTION SHOULD HAVE AN EXISTING FACILITY FOR COMPLETING CPU-CPU
TRANSMISSIONS. THIS DELIVERY MECHANISM IS TYPICALLY USED FOR
HIGH-VOLUME BUSINESS SUCH AS SHAREHOLDER REDEMPTIONS AND DIVIDEND
PAYMENTS.
[X] TELEPHONE CONFIRMATION (CALL BACK) This procedure requires Clients
to designate individuals as authorized initiators and authorized
verifiers. IFTC will verify that the instruction contains the
signature of an authorized person and prior to execution of the
payment order, will contact someone other than the originator at
the Client's location to authenticate the instruction.
Non-repetitive wire transfers with the original signatures of 2
authorized persons are acceptable and do not require a call back.
SELECTION OF THIS ALTERNATIVE IS APPROPRIATE FOR CLIENTS WHO DO
NOT HAVE THE CAPABILITY TO USE OTHER SECURITY PROCEDURES.
[X] TEST KEY Test Key confirmation will be used to verify all
non-repetitive funds transfer instructions received via facsimile
or phone. IFTC will provide test keys if this option i s chosen.
IFTC will verify that the instruction conta ins the signature of
an authorized person and prio r to execution of the payment order,
will authen ticate the test key provided with the corresponding
tes t key at IFTC. Non-repetitive wire transf ers with the
original signatures of 2 authorized persons ar e acceptable and do
not require a test key. SELECT ION OF THIS ALTERNATIVE IS
APPROPRIATE FOR CLIENTS WH O DO NOT HAVE THE CAPABILITY TO USE
OTHER SECURITY PROC EDURES.
[X] REPETITIVE WIRES For situations where funds are transferred
periodically from an existin g authorized account to the same
payee (destin ation bank and account number) and only the date and
cu rrency amount are variable, a repetitive wire may b e
implemented. Repetitive wires will be subje ct to a $10 million
limit. If the payment order exc xxxx the $10 million limit, the
instruction will be c onfirmed by telephone or test key prior to
execution. Repetitive wire instructions must be reconfi rmed
annually. Clients may establish Repetitive Wires by following the
agreed upon security procedure s for Non-Repetitive Wire Transfers
as described b y Telephone Confirmation (Call Back) or Test Key.
THIS ALTERNATIVE IS RECOMMENDED WHENEVER FUNDS AR E FREQUENTLY
TRANSFERRED BETWEEN THE SAME TWO ACCOUNTS.
[X] STANDING INSTRUCTIONS Funds are transferred by IFTC to a counter
party on the Client's established list of authorized counter
parties. Only the date an d the dollar amount are variable.
Clients may establis h Standby Instructions by following the
agreed upon security procedures for Non-Repetitive Wire Transfers
as described by Telephone Confirmation (Call Back) or Test Key.
THIS OPTION IS USED FOR TRANSACTIONS THAT INCLUDE BUT ARE NOT
LIMITED TO FOREIGN EXCHANGE CONTRACTS, TIME DEPOSITS AND TRI-PARTY
REPURCHASE AGREEMENTS.
[X] AUTOMATED CLEARING HOUSE (ACH) IFTC or its agent receives an
automated transmission from a Client for the initiation of payment
(credit) or collection (debit) transactions through the ACH
network. The transactions contained on each transmission or tape
must be authenticated by the Client. The transmission is sent from
the Client's or its agent's system to IFTC's or its agent's system
with encryption.
21
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT
ALTERNATE CONTACT
Xxxx Xxxx Xxxx Xxxxxx
----------------------------------- -----------------------------------
Name Name
0000 Xxxxxx Xxxx 0000 Xxxxxx Xxxx
----------------------------------- -----------------------------------
Xxxxxxx Xxxxxxx
XXXXXX, XX 00000 XXXXXX, XX 00000
----------------------------------- -----------------------------------
City/State/Zip Code City/State/Zip Code
000-000-0000 000-000-0000
----------------------------------- -----------------------------------
Telephone Number Telephone Number
000-000-0000
-----------------------------------
Facsimile Number
N/A
-----------------------------------
SWIFT Number SECOND ALTERNATE CONTACT
Xxxx Xxxxx
0000 Xxxxxx Xxxx
Xxxxxx, XX 00000
000-000-0000
MONUMENT SERIES FUND, INC.
By:/s/XXXXX X XXXXXX
-----------------
Title: PRESIDENT
Date: 11/7/97
22
EXHIBIT C--REUTERS DATA SERVICE AGREEMENT
The undersigned acknowledges and agrees that some of the data being provided
in the service by Custodian ("IFTC") to Fund contains information supplied to
IFTC by Reuters America Inc. ("Reuters") (the "Data"). Fund agrees that:
(i) although Reuters makes every effort to ensure the accuracy and
reliability of the Data, Fund acknowledges that Reuters, its
employees, agents, contractors, subcontractors, contributors and
third party providers will not be liable for any loss, cost or
damage suffered or incurred by Fund arising out of any fault,
interruption or delays in the Data or out of any inaccuracies,
errors or omissions in the Data however such faults,
interruptions, delays, inaccuracies, errors or omissions arise,
unless due to the gross negligence or willful misconduct of
Reuters;
(ii) it will not transfer, transmit, recirculate by digital or analogue
means, republish or resell all or part of the Data; and
(iii) certain parts of the Data are proprietary and unique to Reuters.
The undersigned further agrees that the benefit of this clause will inure to
the benefit of Reuters.
MONUMENT SERIES FUND, INC.
By:/s/XXXXX X XXXXXX
-----------------
Title: PRESIDENT
Date: 11/7/97
23
INVESTORS FIDUCIARY TRUST COMPANY
(WHOLLY OWNED SUBSIDIARY OF STATE STREET)
MONUMENT SERIES FUND, INC.
I. INVESTMENT ACCOUNTING
A. MONTHLY BASE FEE PER PORTFOLIO
$750 (not included in minimum monthly asset fee
discussed in I.B. below.)
B. MINIMUM MONTHLY FEE
There is a monthly minimum fee of $2,750 per fund/portfolio. The
monthly minimum fee per portfolio does not apply to any portfolio
if the asset based fee discussed in I.C. below produces greater
revenue than the aggregate minimum.
C. ASSET BASED FEE ON TOTAL RELATIONSHIP BASIS
3/100 of 1% (3 basis points) on the first $500 million in assets
2/100 of 1% (2 basis points) on the next $500 million in assets
1/100 of 1% (1 basis point) on all assets in excess of $1 billion
in assets.
D. MONTHLY BASE FEE PER FEEDER FUND
$750 (not included in minimum monthly fee discussed in I.B.)
E. MONTHLY BASE FEE PER MULTI-CLASS FUND
$350 (not included in minimum monthly fee discussed in I.B.)
II. SECURITY CUSTODY
A. Domestic Securities
Asset Based Fee on a total relationship basis:
2/100 of 1% (2 basis points) on the first $500 million in assets
1/100 of 1% (1 basis point) on the next $500 million in assets
.5/100 of 1% (.5 basis point) on all assets in excess of $1
billion in assets
Transaction Fee, per transaction:
Physical Settlements - $20.00
DTC or Fed Book Entry - $8.00
Participant Trust Company (PTC) Eligible - $10.00
PTC Asset-backed Security Paydown - $10.00
24
Other Asset-backed Security Paydown - $10.00
Federal Funds Wire Received or Delivered - $6.00
(applied to all services)
B. FOREIGN SECURITIES
See appendix 1 for Global Agreement
C. BALANCE CREDITS
IFTC will offset fees with balance credits calculated at 75% of
the bank credit rate (see below) applied to average custody
collected cash balances for the month. Balance credits can be used
to offset fees. Any credits in excess of fees will be carried
forward from month through the end of the calendar year. For
calculation purposes, IFTC uses an actual/actual basis.
Note: The bank credit rate is the equivalent to the lesser of:
o The average 91-day Treasury Xxxx discount rate for the month
(or)
o The average Federal Fund rate for the month less 50 basis
points.
III. NOTES TO ABOVE FEE SCHEDULE
A. Asset based fees will be billed monthly at 1/12th of the
annual stated rate based on monthly average net assets.
Annual maintenance fees are payable monthly at 1/12th of the
annual stated rate.
B. The above schedule does not include out-of-pocket expenses
that would be incurred by IFTC on the client's behalf.
Examples of out-of-pocket expenses include but are not
limited to microfiche, disaster recovery, pricing and
research services, overnight mailing services, foreign
registration and script fees, etc. IFTC bills out-of-pocket
expenses separately from service fees.
C. The fees stated above are exclusive of terminal equipment
required in the client's location(s) and communication line
costs.
D. Any fees or out-of-pocket expenses not paid within 30 days
of the date of the original invoice will be charged a late
payment fee of 1% per month until payment of the fees are
received by IFTC.
E. The above fee schedule is applicable for selections made and
communicated within 90 days of the date of this proposal.
The fees are guaranteed for a one year period commencing on
the effective date of the service agreement between IFTC and
the client. All changes to the fee schedule will be
communicated in writing at least 60 days prior to their
effective date.
25
F. Overdrafts will be calculated at the monthly average Prime
rate (as published in the WALL STREET Journal) and charged
on the monthly average overdraft balance.
MONUMENT SERIES FUND, INC. INVESTORS FIDUCIARY TRUST COMPANY
By /s/ XXXXX X. XXXXXX By /s/XXXXX X. XXXXXX
--------------------- ---------------------
Title President Title EVP
Date 11-7-97 Date 11-7-97
26
