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EXHIBIT 23(H)(6)
SUB-ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of June 28, 2000 by and among MONUMENT
SERIES FUND, INC., a Maryland corporation that will become a Delaware business
trust known as Monument Series Fund effective June 30, 2000 (the "Fund"),
MONUMENT SHAREHOLDER SERVICES, INC., a Maryland corporation ("Monument") and
PFPC INC., a Massachusetts corporation ("PFPC").
W I T N E S S E T H:
WHEREAS, Monument provides fund accounting services to the Fund, an
open-end management investment company under the Investment Company Act of 1940,
as amended (the "1940 Act"); and
WHEREAS, Monument wishes to retain PFPC to provide sub-accounting
services, to the Funds and PFPC wishes to furnish such services with respect to
the Fund's investment portfolios listed on Exhibit A attached hereto and made a
part hereof and as such Exhibit A may be amended from time to time (each, a
"Portfolio"); and
NOW, THEREFORE in consideration of the premises and the mutual
covenants herein contained, and intending to be legally bound hereby the parties
hereto agree as follows:
1. DEFINITIONS AS USED IN THIS AGREEMENT.
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
(c) "Authorized Person" means any person authorized by Monument or
the Fund to give
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Oral Instructions and Written Instructions hereunder. An
Authorized Person's scope of authority may be limited by setting
forth such limitation in a written document signed by the
parties hereto.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Change of Control" means a change in ownership or control (not
including transactions between wholly-owned direct or indirect
subsidiaries of a common parent) of 25%or more of the beneficial
ownership of the shares of common stock or shares of beneficial
interest of an entity or its parent(s), or as otherwise defined
in the 1940 Act.
(f) "Oral Instructions" mean oral instructions received by PFPC from
an Authorized Person or from a person reasonably believed by
PFPC to be an Authorized Person. Instructions received by PFPC
via electronic mail will be considered Oral Instructions.
(g) "SEC" means the Securities and Exchange Commission.
(h) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act,
the CEA and all regulations under those laws. .
(i) "Shares" mean the shares of beneficial interest of any series or
class of the Fund.
(j) "Written Instructions" mean (i) written instructions signed by
an Authorized Person and received by PFPC or (ii) trade
instructions transmitted (and received by PFPC) by means of an
electronic transaction reporting system access to which requires
use of a password or other authorized identifier. The
instructions may be delivered by hand, mail, tested telegram,
cable, telex or facsimile sending device.
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2. APPOINTMENT. Monument hereby appoints PFPC to act on Monument's
behalf to provide sub-accounting services to each of the Portfolios
in accordance with the terms set forth in this Agreement. PFPC
accepts such appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. Monument has provided or, where applicable,
will provide PFPC with the following:
(a) a copy of the Fund's most recent effective registration
statement;
(b) a copy of each Portfolio's advisory agreement or agreements;
(c) a copy of the distribution/underwriting agreement with
respect to each class of Shares representing an interest in a
Portfolio;
(d) a copy of each additional administration agreement with
respect to a Portfolio;
(e) a copy of each distribution and/or shareholder servicing plan
and agreement made in respect of the Fund or a Portfolio; and
(f) copies (certified or authenticated, where applicable) of any
and all amendments or supplements to the foregoing.
4. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS. PFPC undertakes to
comply with all applicable requirements of the Securities Laws, and
any laws, rules and regulations of governmental authorities having
jurisdiction with respect to the duties to be performed by PFPC
hereunder. Except as specifically set forth herein, PFPC assumes no
responsibility for such compliance by Monument or the Fund or any
other entity.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall act
only upon Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or
Written Instruction it
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receives from an Authorized Person (or from a person reasonably
believed by PFPC to be an Authorized Person) pursuant to this
Agreement. PFPC may assume that any Oral Instructions or Written
Instruction received hereunder is not in any way inconsistent with
the provisions of organizational documents or this Agreement or of
any vote, resolution or proceeding of the Fund's Board of Trustees or
of the Fund's shareholders, unless and until PFPC receives Written
Instructions to the contrary.
(c) Monument agrees to forward to PFPC Written
Instructions confirming Oral Instructions so that PFPC receives the
Written Instructions by the close of business on the same day that
such Oral Instructions are received. The fact that such confirming
Written Instructions are not received by PFPC or differ from the Oral
Instructions shall in no way invalidate the transactions or
enforceability of the transactions authorized by the Oral
Instructions or PFPC's ability to rely upon such Oral Instructions.
Where Oral Instructions or Written Instructions reasonably appear to
have been received from an Authorized Person, PFPC shall incur no
liability for acting upon such Oral Instructions or Written
Instructions provided that PFPC's actions comply with the other
provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of Monument and/or the Fund. If PFPC is in doubt
as to any action it should or should not take, PFPC may request
directions or advice, including Oral Instructions or Written
Instructions, from Monument and/or the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
question of law pertaining to any action it should or should not
take, PFPC may request that the Fund seek
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guidance from its counsel. Alternatively, PFPC, at its own expense,
may request advice from counsel of its own choosing (who may be
counsel for Monument, the Fund, the Fund's investment advisor or
PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral Instructions or Written Instructions PFPC
receives from Monument and/or the Fund and the advice PFPC receives
from its own counsel, the parties will address the issue together and
agree on the appropriate course of action with the assistance of
counsel and/or the Fund's independent public accountants; provided
that if the parties are not able to agree on a course of action, PFPC
may inform Monument of such fact and rely upon and follow the advice
of its own counsel.
(d) Protection of PFPC. PFPC shall be protected in any
action it takes or does not take in reliance upon directions or
advice or Oral Instructions or Written Instructions it receives from
Monument and/or the Fund or from counsel and which PFPC believes, in
good faith based on standards considered reasonable in the industry,
to be consistent with those directions or advice and Oral
Instructions or Written Instructions. Nothing in this section shall
be construed so as to impose an obligation upon PFPC (i) to seek such
directions or advice or Oral Instructions or Written Instructions, or
(ii) to act in accordance with such directions or advice or Oral
Instructions or Written Instructions unless, under the terms of other
provisions of this Agreement, the same is a condition of PFPC's
properly taking or not taking such action.
7. RECORDS; VISITS. The books and records pertaining to the Fund and the
Portfolios which are
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in the possession or under the control of PFPC shall be the property
of the Fund. Monument, the Fund and Authorized Persons, shall have
access to such books and records at all times during PFPC's normal
business hours. Upon the reasonable request of Monument or the Fund,
copies of any such books and records shall be provided by PFPC to
Monument, the Fund or to an Authorized Person at Monument's expense
(payable out of the assets of the Fund). PFPC shall keep the
following records:
(a) all books and records with respect to the Fund's books of
account, as required and consistent with the standards
presumed by the 1940 Act.
(b) records of each Portfolio's securities transaction.
8. CONFIDENTIALITY. Each party shall keep confidential any information
relating to the others' business ("Confidential Information"). (For
clarification, this Section 8 relates only to the Confidential
Information of the Fund and PFPC.) Confidential Information shall
include (a) any data or information that is competitively sensitive
material, and not generally known to the public, including, but not
limited to, information about product plans, marketing strategies,
finances, operations, customer relationships, customer profiles,
customer lists, sales estimates, business plans, and internal
performance results relating to the past, present or future business
activities of the Fund or PFPC, their respective subsidiaries and
affiliated companies and the customers, clients and suppliers of any
of them; (b) any scientific or technical information, design,
process, procedure, formula, or improvement that is commercially
valuable and secret in the sense that its confidentiality affords the
Fund or PFPC a competitive advantage over its competitors; (c) all
confidential or proprietary
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concepts, documentation, reports, data, specifications, computer
software, source code, object code, flow charts, databases,
inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; and (d) anything designated as confidential.
Notwithstanding the foregoing, information shall not be subject to
such confidentiality obligations if it: (a) is already known to the
receiving party at the time it is obtained; (b) is or becomes
publicly known or available through no wrongful act of the receiving
party; (c) is rightfully received from a third party who, to the best
of the receiving party's knowledge, is not under a duty of
confidentiality; (d) is released by the protected party to a third
party without restriction; (e) is required to be disclosed by the
receiving party pursuant to a requirement of a court order, subpoena,
governmental or regulatory agency or law (provided the receiving
party will provide the party whose information being disclosed
written notice of such requirement, to the extent such notice is
permitted); (f) is relevant to the defense of any claim or cause of
action asserted against the receiving party; or (g) has been or is
independently developed or obtained by the receiving party.
9. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Fund's
independent public accountants and shall provide account analyses,
fiscal year summaries, and other audit-related schedules with respect
to each Portfolio. PFPC shall take all reasonable action in the
performance of its duties under this Agreement to assure that the
necessary information is made available to such accountants for the
expression of their opinion, as required by Monument or (upon request
by Monument or the Fund) the Securities Laws.
10. PFPC SYSTEM. To the extent PFPC has a prior legal right to such
property, PFPC shall retain
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title to and ownership of any and all data bases, computer programs,
screen formats, report formats, interactive design techniques,
derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights,
trade secrets, and other related legal rights utilized by PFPC in
connection with the services provided by PFPC hereunder.
11. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect
with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment
to the extent appropriate equipment is available. In the event of
equipment failures, PFPC shall, at no additional expense to Monument
or the Fund, take reasonable steps to minimize service interruptions.
PFPC shall have no liability with respect to the loss of data or
service interruptions caused by equipment failure provided such loss
or interruption is not caused by PFPC's own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties or
obligations under this Agreement.
12. COMPENSATION. As compensation for services rendered by PFPC during
the term of this Agreement, Monument will pay to PFPC (out of the
assets of the Fund) a fee or fees as may be agreed to in writing by
Monument, the Fund and PFPC.
13. INDEMNIFICATION. Monument agrees to indemnify and hold harmless PFPC
and its affiliates (out of the assets of the Fund) from all taxes,
charges, expenses, assessments, claims and liabilities (including,
without limitation, attorneys' fees and disbursements and liabilities
arising under the Securities Laws and any state and foreign
securities and blue sky laws) arising directly or indirectly from any
action or omission to act which PFPC takes in
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connection with the provision of services hereunder. Neither PFPC,
nor any of its affiliates, shall be indemnified against any liability
(or any expenses incident to such liability) caused by PFPC's or its
affiliates' own willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties and obligations under this
Agreement. Any amounts payable under this Section 13 shall be
satisfied only against the relevant Portfolio's assets and not
against the assets of any other investment portfolio of the Fund.
14. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty hereunder to take any action
hereunder except as specifically set forth herein or as may
be specifically agreed to by PFPC, Monument and the Fund in
a written amendment hereto. PFPC shall be obligated to
exercise care and diligence in the performance of its
duties hereunder and to act in good faith in performing
services provided for under this Agreement. PFPC shall be
liable only for any damages arising out of PFPC's failure
to perform its duties under this Agreement to the extent
such damages arise out of PFPC's willful misfeasance, bad
faith, gross negligence or reckless disregard of such
duties.
(b) Without limiting the generality of the foregoing or of any
other provision of this Agreement, (i) PFPC shall not be
liable for losses beyond its control, including without
limitation (subject to Section 11), delays or errors or
loss of data occurring by reason of circumstances beyond
PFPC's control, provided that PFPC has acted in accordance
with the standard set forth in Section 14(a) above; and
(ii) PFPC shall not be under any duty or obligation to
inquire into and shall not be liable for the validity
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or invalidity or authority or lack thereof of any Oral
Instruction or Written Instruction, notice or other
instrument which conforms to the applicable requirements
of this Agreement, and which PFPC reasonably believes to
be genuine.
(c) Notwithstanding anything in this Agreement to the contrary,
neither PFPC nor its affiliates shall be liable for any
consequential, special or indirect losses or damages,
whether or not the likelihood of such losses or damages was
known by PFPC or its affiliates. Notwithstanding anything
in this Agreement to the contrary, PFPC's cumulative
liability to Monument and the Fund for all losses, claims,
suits, controversies, breaches or damages for any cause
whatsoever (including but not limited to those arising out
of or related to this Agreement) and regardless of the form
of action or legal theory shall not exceed the fees
received by PFPC for services provided hereunder during the
12 months immediately prior to the date of such loss or
damage, unless such loss or damage is finally determined by
a state or federal court having jurisdiction to have been
proximately and directly caused by PFPC's gross negligence.
No party may assert a cause of action against PFPC or any
of its affiliates that allegedly occurred more than 12
months immediately prior to the filing of the suit (or, if
applicable, commencement of mediation sessions or
arbitration proceedings) alleging such cause of action;
except, however, that this proscription will not apply (i)
unless Monument or the Fund had knowledge of the
circumstances and accordingly knew or should have known of
the existence of the claim during that
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time period; (ii) if PFPC or any of its affiliates
withheld information from the party asserting the claim
that would have been deemed material in the decision to
file a claim; (iii) if PFPC or any of its affiliates
employed delaying tactics that resulted in the passage of
the time period during which a claim would have been filed
but for the delaying tactics; or (iv) if, during the
12-month period following the action giving rise to the
claim, the party asserting the claim notifies PFPC or any
of its affiliates in writing of its intent to commence a
legal action once sufficient information has been
collected.
(e) Each party shall have a duty to mitigate damages for which
another party may become responsible.
15. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS. PFPC will
perform the following accounting services with respect to each
Portfolio:
(i) Journalize investment, capital share and income and
expense activities;
(ii) Verify investment buy/sell trade tickets when received
from the investment adviser for a Portfolio (the
"Adviser") and transmit trades to the Fund's custodian
(the "Custodian") for proper settlement;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances with the
Custodian, and provide the Adviser with the beginning
cash balance available for investment purposes;
(vi) Update the cash availability throughout the day as
required by the Adviser;
(vii) Post to and prepare the Statement of Assets and
Liabilities and the Statement of Operations;
(viii) Calculate various contractual expenses (e.g., advisory
and custody fees);
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(ix) Monitor the expense accruals and notify Monument of any
proposed adjustments;
(x) Control all disbursements and authorize such
disbursements upon Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes from independent pricing
services approved by the Adviser, or if such quotes are
unavailable, then obtain such prices from the Adviser,
and in either case calculate the market value of each
Portfolio's investments;
(xiv) Transmit or mail a copy of the daily portfolio valuation
to the Adviser;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return, expense
ratios, portfolio turnover rate, and, if required,
portfolio average dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which will include
the following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in
Net Assets
Cash Statement
Schedule of Capital Gains and Losses.
(xviii) PFPC will provide to Monument a quarterly NAV error and
NASDAQ omissions report in such standard form as PFPC
prepares such report in accordance with its standard
operating procedures; and
(xix) Such other normal and customary accounting services as may
be agreed in writing between the parties, at such rates
of compensation as the parties may agree.
16. DURATION AND TERMINATION. This Agreement shall continue until
terminated by Monument
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(either unilaterally or pursuant to direction by the Board of
Trustees of the Fund) or by PFPC on ninety (90) days' prior written
notice to the other. In the event Monument or the Fund gives notice
of termination, all expenses associated with movement (or
duplication) of records and materials and conversion thereof to a
successor accounting services agent(s) (and any other service
provider(s)), and all trailing expenses incurred by PFPC, will be
borne by Monument (out of the assets of the Fund).
17. CHANGE OF CONTROL. Notwithstanding any other provisions of this
Agreement, in the event of an agreement to enter into a transaction
that would result in a Change of Control of the Fund's advisor or
sponsor, Monument's and the Fund's ability to terminate the Agreement
pursuant to Section 16 will be suspended from the time of such
agreement until nine months after the Change of Control.
18. NOTICES. Notices shall be addressed (a) if to PFPC, at 400 Bellevue
Parkway, Wilmington, Delaware 19809, Attention: President; (b) if to
Monument, at 7920 Norfolk Ave., Suite 500, Bethesda, MD 20814,
Attention:_____________; (c) if the Fund, at 7920 Norfolk Ave., Suite
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500, Bethesda, MD 20814, or (d) if to none of the foregoing, at such
other address as shall have been given by like notice to the sender
of any such notice or other communication by the receiving party. If
notice is sent by confirming telegram, cable, telex or facsimile
sending device, it shall be deemed to have been given immediately. If
notice is sent by first-class mail, it shall be deemed to have been
given three days after it has been mailed. If notice is sent by
messenger, it shall be deemed to have been given on the day it is
delivered.
19. AMENDMENTS. This Agreement, or any term thereof, may be changed or
waived only by written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
20. DELEGATION; ASSIGNMENT. PFPC may assign its rights and delegate its
duties hereunder to any majority-owned direct or indirect subsidiary
of PFPC or of The PNC Financial Services Group, Inc. provided that
PFPC gives Monument and the Fund thirty (30) days' prior written
notice of such assignment or delegation.
21. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
22. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof.
23. MISCELLANEOUS.
(a) Notwithstanding anything in this Agreement to the contrary,
the Fund agrees not to make any modifications to its
registration statement or adopt any policies which
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would affect materially the obligations or
responsibilities of PFPC hereunder without the prior
written approval of PFPC, which approval shall not be
unreasonably withheld or delayed.
(b) Except as expressly provided in this Agreement, PFPC hereby
disclaims all representations and warranties, express or
implied, made to Monument or the Fund or any other person,
including, without limitation, any warranties regarding
quality, suitability, merchantability, fitness for a
particular purpose or otherwise (irrespective of any course
of dealing, custom or usage of trade), of any services or
any goods provided incidental to services provided under
this Agreement. PFPC disclaims any warranty of title or
non-infringement except as otherwise set forth in this
Agreement.
(c) This Agreement, including all exhibits, attachments and
appendices, embodies the entire agreement and understanding
among the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof,
provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to
delegated duties. The captions in this Agreement are
included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise
affect their construction or effect. Notwithstanding any
provision hereof, the services of PFPC are not, nor shall
they be, construed as constituting legal advice or the
provision of legal services for or on behalf of Monument,
the Fund or any other person.
(d) This Agreement shall be deemed to be a contract made in
Delaware and governed by
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Delaware law, without regard to principles of conflicts of
law.
(e) If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(f) The facsimile signature of any party to this Agreement
shall constitute the valid and binding execution hereof by
such party.
invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected
thereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
PFPC INC.
By:
--------------------
Title:
-----------------
MONUMENT SERIES FUND, INC.
By:
--------------------
Title:
-----------------
MONUMENT SHAREHOLDER SERVICES, INC.
By:
--------------------
Title:
-----------------
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EXHIBIT A
PORTFOLIOS
THIS EXHIBIT A, dated as of June 28, 2000, is Exhibit A to that
certain Sub-Accounting Services Agreement dated as of June 28, 2000 among PFPC
Inc., Monument Series Fund, Inc. and Monument Shareholder Services, Inc. This
Exhibit A shall supercede all previous forms of Exhibit A.
[LIST PORTFOLIOS]
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AUTHORIZED PERSONS APPENDIX
<TABLE>
<CAPTION>
NAME (TYPE) SIGNATURE
<S> <C>
--------------- ---------------
--------------- ---------------
--------------- ---------------
--------------- ---------------
--------------- ---------------
--------------- ---------------
</TABLE>
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June 28, 2000
MONUMENT SERIES FUND, INC.
RE: SUB-ACCOUNTING SERVICES FEES
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to
be paid to PFPC Inc. ("PFPC") under the terms of a Sub-Accounting Services
Agreement dated June 28, 2000 among Monument Series Fund, Inc. (the "Fund"),
Monument Shareholder Services, Inc. (the "Administrator") and PFPC (the
"Agreement") as amended from time to time for services provided on behalf of
each of the Fund's investment portfolios ("Portfolios"). Pursuant to Paragraph
12 of the Agreement, and in consideration of the services to be provided to each
Portfolio, the Administrator will pay PFPC, an annual sub-accounting services
fee to be calculated daily and paid monthly as set forth below.
ASSET BASED FEES:
The following annual fee will be calculated based upon each
Portfolio's average net assets and paid monthly:
.10% of each Portfolio's first $250 million of average daily net
assets;
.075% of each Portfolio's next $250 million of average daily net
assets;
.05% of each Portfolio's next $250 million of average daily net
assets;
.03% of each Portfolio's next $250 million of average daily net
assets; and,
.02% of each Portfolio's average daily net assets in excess of $1.5
billion.
MINIMUM MONTHLY FEE:
The minimum monthly fee will be $18,750 for the Fund complex
allocated across the three existing Portfolios. The total minimum monthly fee
will be increased by $6,250 for each new Portfolio, beyond the three existing
Portfolios, and will be allocated across all the Fund's Portfolios. The minimum
monthly fee is exclusive of out-of-pocket expenses.
MONTHLY MULTIPLE CLASS FEE: Waived
OUT-OF-POCKET EXPENSES:
The Administrator will reimburse PFPC for out-of-pocket expenses
incurred on the Fund's behalf, including, but not limited to, postage,
telephone, telex, overnight express charges, deconversion costs, costs to obtain
independent security market quotes, processing fees related to initial Blue Sky
filings and travel expenses incurred for Board meeting attendance.
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MISCELLANEOUS:
Any fee 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 PFPC.
The fee for the period from the date hereof until the end of that
year shall be prorated according to the proportion which such period bears to
the full annual period.
If the foregoing accurately sets forth our agreement and you intend
to be legally bound thereby, please execute a copy of this letter and return it
to us.
Very truly yours,
PFPC INC.
By:
------------------------
Name:
----------------------
Title:
---------------------
Agreed and Accepted:
MONUMENT SERIES FUND, INC.
By:
--------------------------
Name:
------------------------
Title:
-----------------------
MONUMENT SHAREHOLDER SERVICES, INC.
By:
--------------------------
Name:
------------------------
Title:
-----------------------
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