EXHIBIT 9(b)
ADMINISTRATION AGREEMENT
Agreement dated as of October 31, 1997 by and between State Street
Bank and Trust Company, a Massachusetts trust company (the "Administrator"),
and Monument Series Fund, Inc. (the "Fund").
WHEREAS, the Fund is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund desires to retain the Administrator to furnish
certain administrative services to the Fund, and the Administrator is willing
to furnish such services, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Fund hereby appoints the Administrator to act as administrator
with respect to the Fund for purposes of providing certain administrative
services for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees to render the services
stated herein.
The Fund will initially consist of the portfolio(s) and/or
class(es) of shares (each an "Investment Fund") listed in Schedule A to this
Agreement. In the event that the Fund establishes one or more additional
Investment Funds with respect to which it wishes to retain the Administrator
to act as administrator hereunder, the Fund shall notify the Administrator in
writing. Upon written acceptance by the Administrator, such Investment Fund
shall become subject to the provisions of this Agreement to the same extent as
the existing Investment Funds, except to the extent that such provisions
(including those relating to the compensation and expenses payable by the Fund
and its Investment Funds) may be modified with respect to each additional
Investment Fund in writing by the Fund and the Administrator at the time of
the addition of the Investment Fund.
2. DELIVERY OF DOCUMENTS
The Fund will promptly deliver to the Administrator copies of each
of the following documents and all future amendments and supplements, if any:
a. The Fund's charter document and by-laws;
b. The Fund's currently effective registration statement under
the Securities Act of 1933, as amended (the "1933 Act"), and
the 1940 Act and the Fund's Prospectus(es) and Statement(s)
of Additional Information relating to all Investment Funds
and all amendments and supplements thereto as in effect from
time to time;
c. Certified copies of the resolutions of the Board of
Directors of the Fund (the "Board") authorizing (1) the Fund
to enter into this Agreement and (2) certain individuals on
behalf of the Fund to give instructions to the Administrator
pursuant to this Agreement;
d. A copy of the investment advisory agreement between the Fund
and its investment adviser; and
e. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem
necessary or appropriate in the proper performance of its
duties.
3. REPRESENTATION AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Fund that:
a. It is a Massachusetts trust company, duly organized,
existing and in good standing under the laws of The
Commonwealth of Massachusetts;
b. It has the corporate power and authority to carry on its
business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted
or threatened which would impair the Administrator's ability
to perform its duties and obligations under this Agreement;
and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement
or obligation of the Administrator or any law or regulation
applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Administrator that:
a. It is a corporation duly organized and existing and in good
standing under the laws of Maryland;
b. It has the corporate power and authority under applicable
laws and by its charter and by-laws to enter into and
perform this Agreement;
c. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
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d. It is an investment company properly registered under the
1940 Act;
e. A registration statement under the 1933 Act and the 1940 Act
has been filed and will be effective and remain effective
during the term of this Agreement;
f. No legal or administrative proceedings have been instituted
or threatened which would impair the Fund's ability to
perform its duties and obligations under this Agreement;
g. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement
or obligation of the Fund or any law or regulation
applicable to it; and
h. As of the close of business on the date of this Agreement,
the Fund is authorized to issue shares of capital stock, and
it will initially offer shares, in an amount not to exceed
the authorized amounts as set forth in Schedule A to this
Agreement.
5. ADMINISTRATION SERVICES
The Administrator shall provide the following services, in each
case, subject to the control, supervision and direction of the Fund and the
review and comment by the Fund's auditors and legal counsel and in accordance
with procedures which may be established from time to time between the Fund
and the Administrator:
a. Oversee the determination and publication of the Fund's net
asset value in accordance with the Fund's policy as adopted
from time to time by the Board;
b. Oversee the maintenance by the Fund's custodian of certain
books and records of the Fund as required under Rule
31a-1(b) of the 1940 Act;
c. Prepare the Fund's federal, state and local income tax
returns for review by the Fund's independent accountants and
filing by the Fund's treasurer;
d. Review calculation, submit for approval by officers of the
Fund and arrange for payment of the Fund's expenses;
e. Prepare for review and approval by officers of the Fund the
Fund's semi-annual and annual reports, excluding any
applicable disclosure required by sections (a) and (c) of
Item 5A of Form N1-A (Management's Discussion of Fund's
Performance) and President's letters to shareholders,
financial information for proxy materials and other
communications required or otherwise to be sent to Fund
shareholders, and arrange for the printing and dissemination
of such reports and communications to shareholders;
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f. Prepare for review by an officer of and legal counsel for
the Fund the Fund's periodic financial reports required to
be filed with the Securities and Exchange Commission ("SEC")
on Form N-SAR and financial information required by Form
N-1A and such other reports, forms or filings as may be
mutually agreed upon;
g. Prepare reports relating to the business and affairs of the
Fund as may be mutually agreed upon and not otherwise
prepared by the Fund's investment adviser, custodian, legal
counsel or independent accountants;
h. Make such reports and recommendations to the Board
concerning the performance of the independent accountants as
the Board may reasonably request;
i. Make such reports and recommendations to the Board
concerning the performance and fees of the Fund's custodian
and transfer and dividend disbursing agent ("Transfer
Agent") as the Board may reasonably request or deems
appropriate;
j. Oversee and review calculations of fees paid to the Fund's
investment adviser, custodian and Transfer Agent;
k. Consult with the Fund's officers, independent accountants,
legal counsel, custodian and Transfer Agent in establishing
the accounting policies of the Fund;
l. Respond to, or refer to the Fund's officers or Transfer
Agent, any shareholder inquiries relating to the Fund
received by the Administrator;
m. Provide periodic testing of portfolios to assist the Fund's
investment adviser in complying with Internal Revenue Code
mandatory qualification requirements, the requirements of
the 1940 Act and Fund prospectus limitations as may be
mutually agreed upon;
n. Perform Blue Sky services pursuant to the specific
instructions of the Fund and as detailed in Schedule C to
this Agreement;
o. Review and provide assistance on shareholder communications;
p. Maintain general corporate calendar;
q. Maintain copies of the Fund's charter and by-laws;
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r. File annual and semi-annual shareholder reports with the
appropriate regulatory agencies; review text of President's
letters to shareholders and sections of Management's
Discussion of Fund's Performance not already prepared by the
Administrator pursuant hereto (which shall also be subject
to review by the Fund's legal counsel);
s. Organize, attend and prepare minutes of shareholder
meetings;
t. Provide consultation on regulatory matters relating to
portfolio management, Fund operations and any potential
changes in the Fund's investment policies, operations or
structure; act as liaison to legal counsel to the Fund and,
where applicable, to legal counsel to the Fund's independent
Board members;
u. Maintain continuing awareness of significant emerging
regulatory and legislative developments which may affect the
Fund, update the Board and the investment adviser on those
developments and provide related planning assistance where
requested or appropriate;
v. Develop or assist in developing guidelines and procedures to
improve overall compliance by the Fund and its various
agents;
w. Counsel and assist the Fund in the handling of routine
regulatory examinations and work closely with the Fund's
legal counsel in response to any non-routine regulatory
matters;
Subject to review and comment by the Fund's legal counsel:
x. Prepare and file with the SEC amendments to the Fund's
registration statement, including updating the Prospectus
and Statement of Additional Information (and any supplements
thereto), and arrange for the printing and dissemination of
Prospectuses (and any supplements thereto) to existing
shareholders, at least annually, or more often if required
by applicable law;
y. To the extent not already prepared pursuant to 5.e. hereof,
prepare prospectus disclosure pertaining to Management's
Discussion of Fund's Performance excluding any disclosure
required by sections (a) and (c) of Item 5A of Form N1-A;
z. Prepare and file with the SEC proxy materials including
proxy statements; provide consultation on proxy solicitation
and tabulation matters;
aa. Prepare agenda and background materials for Board meetings,
make presentations where appropriate, prepare minutes and
follow-up on matters raised at Board meetings; and
bb. Prepare and file with the SEC Rule 24f-2 notices.
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The Administrator shall provide the office facilities and the personnel
required by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Fund such compensation
for the Administrator's services provided pursuant to this Agreement as may be
agreed to from time to time in a written fee schedule approved by the parties
and initially set forth in Schedule B to this Agreement. The fees are accrued
daily and billed monthly and shall be due and payable upon receipt of the
invoice. Upon the termination of this Agreement before the end of any month,
the fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full monthly period
and shall be payable upon the date of termination of this Agreement. In
addition, the Fund shall reimburse the Administrator for its necessary and
reasonable out-of-pocket costs incurred in connection with this Agreement. The
Administrator shall not incur out-of-pocket expenses chargeable to an
Investment Fund in excess of ten percent of such Investment Fund's annual fees
charged hereunder in any Fund fiscal year without the prior written consent of
the Fund.
The Fund agrees promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for the Fund through the
Administrator and for any other expenses not contemplated by this Agreement
that the Administrator may incur on the Fund's behalf at the Fund's request or
with the Fund's written consent.
The Fund will bear all expenses that are incurred in its operation
and not specifically assumed by the Administrator as provided elsewhere in
this Agreement, particularly Section 5. Expenses to be borne by the Fund,
include, but are not limited to: organizational expenses; cost of services of
independent accountants and outside legal and tax counsel (including such
counsel's review of the Fund's registration statement, proxy materials,
federal and state tax qualification as a regulated investment company and
other reports and materials prepared by the Administrator under this
Agreement); cost of any services contracted for by the Fund directly from
parties other than the Administrator; cost of trading operations and brokerage
fees, commissions and transfer taxes in connection with the purchase and sale
of securities for the Fund; investment advisory fees; taxes, insurance
premiums and other fees and expenses applicable to its operation; costs
incidental to any meetings of shareholders including, but not limited to,
legal and accounting fees, proxy filing fees and the costs of preparation
(except as provided elsewhere herein), printing and mailing of any proxy
materials; costs incidental to Board meetings, including fees and expenses of
Board members; the salary and expenses of any officer, director or employee of
the Fund; costs incidental to the preparation (except as provided elsewhere
herein), printing and distribution of the Fund's registration statements and
any amendments thereto and shareholder reports (excluding any portion of these
costs that may be deemed to be properly chargeable to sales or promotional
activities and therefore borne by an entity other than the Fund or the
Administrator); cost of typesetting and printing of prospectuses); cost of
preparation (except as provided elsewhere herein) and filing of the Fund's tax
returns, Form N-1A and Form N-SAR, and all notices, registrations and
amendments associated with applicable federal and state tax and securities
laws; all applicable registration fees and filing fees required under federal
and state securities laws; fidelity bond and directors' and officers'
liability insurance; and cost of independent pricing services used in
computing the Fund's net asset value.
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The Administrator is authorized to and may employ or associate
with such person or persons as the Administrator may deem desirable to assist
it in performing its duties under this Agreement; provided,however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Fund for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.
7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any officer of the
Fund for instructions and may consult with outside counsel for the Fund or the
independent accountants for the Fund at the expense of the Fund, or with its
own legal counsel at its own expense with respect to any matter arising in
connection with the services to be performed by the Administrator under this
Agreement. The Administrator shall not be liable, and shall be indemnified by
the Fund, for any action taken or omitted by it in good faith and without
negligence in reliance upon any such instructions or advice or upon any paper
or document believed by it to be genuine and to have been signed by the proper
person or persons. The Administrator shall not be held to have notice of any
change of authority of any person until receipt of written notice thereof from
the Fund. Nothing in this paragraph shall be construed as imposing upon the
Administrator any obligation to seek such instructions or advice, or to act in
accordance with such advice when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of only
such duties as are set forth in this Agreement and, except as otherwise
provided under Section 6, shall have no responsibility for the actions or
activities of any other party, including other service providers. The
Administrator shall have no liability for any error of judgement or mistake of
law or for any loss or damage resulting from the performance or nonperformance
of its duties hereunder unless solely caused by or resulting from the
negligence or willful misconduct of the Administrator, its officers or
employees. The Administrator shall not be liable for any special, indirect,
incidental, or consequential damages of any kind whatsoever (including,
without limitation, attorneys' fees) under any provision of this Agreement or
for any such damages arising out of any act or failure to act hereunder. In
any event, the Administrator's liability under this Agreement shall be limited
to its total annual compensation earned and fees paid hereunder during the
preceding twelve months for any liability or loss suffered by the Fund
including, but not limited to, any liability relating to qualification of the
Fund as a regulated investment company or any liability relating to the Fund's
compliance with any federal or state tax or securities statute, regulation or
ruling.
The Administrator shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitation, work stoppage, power or other
mechanical failure, computer virus, natural disaster, governmental action or
communication disruption, nor shall any such failure or delay give the Fund
the right to terminate this Agreement.
The Fund shall indemnify and hold the Administrator harmless from
all loss, cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by the Administrator resulting from any claim, demand,
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action or suit in connection with the Administrator's acceptance of this
Agreement, any action or omission by it in the performance of its duties
hereunder, or as a result of acting upon any instructions reasonably believed
by it to have been duly authorized by the Fund, provided that this
indemnification shall not apply to actions or omissions of the Administrator,
its officers or employees in cases of its or their own negligence or willful
misconduct.
The indemnification contained herein shall survive the termination
of this Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by law
or in connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Fund or its shareholders or shareholder accounts
and will not disclose the same to any person except at the request or with the
written consent of the Fund.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Fund assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable
to it.
In compliance with the requirements of Rule 31a-3 under the 1940
Act, the Administrator agrees that all records which it maintains for the Fund
shall at all times remain the property of the Fund, shall be readily
accessible during normal business hours, and shall be promptly surrendered
upon the termination of the Agreement or otherwise on written request. The
Administrator further agrees that all records which it maintains for the Fund
pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods
prescribed by Rule 31a-2 under the 1940 Act unless any such records are
earlier surrendered as provided above. Records shall be surrendered in usable
machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Fund are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Fund
from time to time, have no authority to act or represent the Fund in any way
or otherwise be deemed an agent of the Fund.
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12. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective on the date the Fund first
accepts money for investment and shall remain in full force and effect for an
initial term of two years. This Agreement shall automatically continue in full
force and effect after such initial term unless either party terminates this
Agreement by written notice to the other party at least sixty (60) days prior
to the expiration of the initial term. Either party may terminate this
Agreement at any time after the initial term upon at least sixty (60) days'
prior written notice to the other party. Termination of this Agreement with
respect to any given Investment Fund shall in no way affect the continued
validity of this Agreement with respect to any other Investment Fund. Upon
termination of this Agreement, the Fund shall pay to the Administrator such
compensation and any reimbursable expenses as may be due under the terms
hereof as of the date of such termination, including reasonable out-of-pocket
expenses associated with such termination. This Agreement may be modified or
amended from time to time by mutual written agreement of the parties hereto.
13. NOTICES
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to
the Fund: Monument Series Fund, Inc., 0000 Xxxxxx Xxxx, Xxxxxx, Xxxxxxxx
00000, Attn: Xxxxx X. Xxxxxx, fax: (000) 000-0000; if to the Administrator:
State Street Bank and Trust Company, 0000 Xxxxxxxx Xxxxx, Xxxxx Xxxxxx,
Xxxxxxxxxxxxx 00000, Attn: Mutual Funds Legal Division, fax: (000) 000-0000.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto
without the prior consent in writing of the other party, except that the
Administrator may assign this Agreement to a successor of all or a substantial
portion of its business, or to a party controlling, controlled by or under
common control with the Administrator.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit
of the Fund and the Administrator and their respective successors and
permitted assigns.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
previous representations, warranties or commitments regarding the services to
be performed hereunder whether oral or in writing.
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17. WAIVER
The failure of a party to insist upon strict adherence to any term
of this Agreement on any occasion shall not be considered a waiver nor shall
it deprive such party of the right thereafter to insist upon strict adherence
to that term or any term of this Agreement. Any waiver must be in writing
signed by the waiving party.
18. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable,
the balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
20. 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 hereto 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their officers designated below as of the date first written
above.
MONUMENT SERIES FUND, INC.
By:/s/ XXXXX X. XXXXXX
-----------------------
Name: Xxxxx X. Xxxxxx
Title: President
STATE STREET BANK AND TRUST COMPANY
By:/s/XXXXXXXX X. XXXXXXX
-----------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Vice President
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ADMINISTRATION AGREEMENT
Monument Series Fund, Inc.
SCHEDULE A
LISTING OF INVESTMENT FUNDS AND AUTHORIZED SHARES
Investment Fund Authorized Shares
Monument Washington Regional Growth Fund 250,000,000
Monument Washington Regional Aggressive Growth Fund 250,000,000
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ADMINISTRATION AGREEMENT
Monument Series Fund, Inc.
SCHEDULE B
STATE STREET BANK AND TRUST COMPANY
MONUMENT SERIES FUND, INC.
FUND ADMINISTRATION
A. FUND ADMINISTRATION SERVICES
Annual Fee
Average Assets Expressed In Basis Points: 1/100 Of 1%
-------------- --------------------------------------
Full-Administration
First $125 Million per Portfolio 10
Next $125 Million per Portfolio 8
Thereafter 6
Minimum per Portfolio $85,000
Asset based fees will be changed monthly at 1/12th of the annual stated
rate based on monthly average net assets. Xxxxxxxx for the first three
months will be made ratably in months 4-6 of operations. Annual
maintenance fees are payable monthly at 1/12th of the annual stated rate.
B. BLUE SKY ADMINISTRATION SERVICES
A fee of $5,000 for each class of shares, excluding the initial class of
shares, if more than one class shares is operational in a fund.
C. FUND ADMINISTRTION OUT-OF-POCKET EXPENSES
Out of pocket expenses are billed as incurred and include but are not
limited to printing for shareholder reports, SEC filings, legal fees,
audit fees and other professional fees, postage, telephone, fax, and
photocopying, travel and lodging for Board and Operations meetings,
preparation of financials statements or other reports other than annual
reports, semi-annual and quarterly board reporting are $3,000 per
financial report.
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D. SPECIAL ARRANGEMENTS
Fees for activities of a non-recurring nature such as fund consolidations
or reorganizations, and/or preparation of special reports will be subject
to negotiation.
In the event that the Monument Series Fund, Inc. ("Company") does not
commence investment operations, the Company will pay State Street a fee
of $5,000 for preparation of materials for and attendance at the
organizational meeting of the Board of Directors
MONUMENT SERIES FUND, INC. STATE STREET BANK AND TRUST COMPANY
By /s/XXXXX X. XXXXXX By /s/XXXXXXXX X. XXXXXXX
Title President Title Senior Vice President
Date 10/31/97 Date ______________________
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ADMINISTRATION AGREEMENT
Monument Series Fund, Inc.
SCHEDULE C
NOTICE FILING WITH
STATE SECURITIES ADMINISTRATORS
AT THE SPECIFIC DIRECTION OF THE FUND, THE ADMINISTRATOR WILL PREPARE REQUIRED
DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES LAWS
OF EACH JURISDICTION IN WHICH FUND SHARES ARE TO BE OFFERED OR SOLD PURSUANT
TO INSTRUCTIONS GIVEN TO THE ADMINISTRATOR BY THE FUND.
THE FUND SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (I) OF THOSE
JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (II) THE NUMBER
OF FUND SHARES TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. IN THE
EVENT THAT THE ADMINISTRATOR BECOMES AWARE OF (A) THE SALE OF FUND SHARES IN A
JURISDICTION IN WHICH NO NOTICE FILING HAS BEEN MADE OR (B) THE SALE OF FUND
SHARES IN EXCESS OF THE NUMBER OF FUND SHARES PERMITTED TO BE SOLD IN SUCH
JURISDICTION, THE ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE FUND, AND
IT SHALL BE THE FUND'S RESPONSIBILITY TO DETERMINE APPROPRIATE CORRECTIVE
ACTION AND INSTRUCT THE ADMINISTRATOR WITH RESPECT THERETO.
The Blue Sky services shall consist of the following:
1. Filing of Fund's Initial Notice Filings, as directed by the Fund;
2. Filing of Fund's renewals and amendments as required;
3. Filing of amendments to the Fund's registration statement where
required;
4. Filing Fund sales reports where required;
5. Payment at the expense of the Fund of all Fund Notice Filing fees;
6. Filing the Prospectuses and Statements of Additional Information
and any amendments or supplements thereto where required;
7. Filing of annual reports and proxy materials where required; and
8. The performance of such additional services as the Administrator
and the Fund may agree upon in writing.
Unless otherwise specified in writing by the Administrator, Blue Sky services
by the Administrator shall not include determining the availability of
exemptions under a jurisdiction's blue sky law. Any such determination shall
be made by the Fund or its legal counsel. In connection with the services
described herein, the Fund shall issue in favor of the Administrator a power
of attorney to submit Notice Filings on behalf of the Fund, which power of
attorney shall be substantially in the form of Exhibit I attached hereto.
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EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as October 31, 1997 that the undersigned
MONUMENT SERIES FUND, INC. with principal offices at Laurel, Maryland
(individually the "Fund") makes, constitutes, and appoints STATE STREET BANK
AND TRUST COMPANY (the "Administrator") with principal offices at 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx its lawful attorney-in-fact for it to do as if
it were itself acting, the following:
1. NOTICE FILINGS FOR FUND SHARES. The power to submit notice filings for
the Fund in each jurisdiction in which Fund shares are offered or sold
and in connection therewith the power to prepare, execute, and deliver
and file any and all Fund applications, including without limitation,
applications to provide notice for Fund's shares, consents, including
consents to service of process, reports, including without limitation,
all periodic reports, claims for exemption, or other documents and
instruments now or hereafter required or appropriate in the judgment of
the Administrator in connection with the notice filings of Fund shares.
2. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney,
individuals holding the titles of Officer, Blue Sky Manager, or Senior
Blue Sky Administrator at the Administrator shall have authority to act
on behalf of the Fund with respect to item 1 above.
The execution of this limited power of attorney shall be deemed coupled with
an interest and shall be revocable only upon receipt by the Administrator of
such termination of authority. Nothing herein shall be construed to constitute
the appointment of the Administrator as or otherwise authorize the
Administrator to act as an officer, director or employee of the Fund.
IN WITNESS WHEREOF, the Fund has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
MONUMENT SERIES FUND, INC.
By:/s/XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: President
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