SHAREHOLDER SERVICING AGREEMENT
THE WALL STREET FUND, INC.
Wall Street Management Corp.
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Gentlemen:
We herewith confirm our agreement with you as follows with respect to
each Fund listed on Appendix A hereto (each a "Fund"):
You will perform or arrange for others, including organizations, whose
customers or clients are shareholders of the Fund (the "Shareholder Servicing
Agents") to perform all shareholder servicing functions and maintenance of
shareholder accounts not performed by us or by our Transfer Agent ("Shareholder
Services"). You may make payments from time to time from any Shareholder
Servicing Fees (as defined below) received under this Agreement, to defray the
costs of, and to compensate others, including Shareholder Servicing Agents with
whom our distributor has entered into written agreements, for performing
Shareholder Services.
In consideration of your performance of the Shareholder Services, we
will pay you a Service Fee, as defined by Article III of the Conduct Rules, of
the National Association of Securities Dealers, Inc., at the annual rate of
one-quarter of one (0.25%) percent of the Fund's average daily net assets (the
"Shareholder Servicing Fee"). Your fee will be accrued by us daily, and will be
payable on the last day of each calendar month for services performed hereunder
during that month or on such other schedule as you shall request of us in
writing. You may waive your right to any fee to which you are entitled
hereunder, provided such waiver is delivered to us in writing.
You will in your sole discretion determine the amount of any payments
made by you to Shareholder Servicing Agents pursuant to this Agreement, and you
may from time to time in your sole discretion increase or decrease the amount of
such payments; provided, however, that no such payment will increase the amount
which we are required to pay to you under either this Agreement or any
management agreement between you and us, or otherwise.
You will be responsible for the payment of all expenses incurred by you
in rendering the foregoing services, except that we will pay the cost of
typesetting, printing and delivering our prospectus to existing shareholders of
the Fund and of preparing and printing subscription application forms for
shareholder accounts.
Payments to Shareholder Servicing Agents to compensate them for
providing shareholder servicing and related administrative functions are subject
to compliance by them with the terms of written agreements satisfactory to our
Board of Directors to be entered into between our distributor and the
Shareholder Servicing Agents.
We will expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, providing that
nothing herein shall indemnify you against any liability to the Fund or its
shareholders caused by your willful misfeasance, bad faith or negligence in the
performance of your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.
This Agreement will become effective on the date hereof and will remain
in effect until ____________, 2001 and, thereafter, for successive twelve (12)
month periods (computed from each _____________ 1st), provided that such
continuation is specifically approved at least annually by vote of our Board of
Directors and of a majority of those of our Directors who are not Interested
Persons (as defined in the 1940 Act), and have no direct or indirect financial
interest in the operation of this Agreement, cast in person at a meeting called
for the purpose of voting on this Agreement. This Agreement may be terminated at
any time, without the payment of any penalty, by vote or a majority of our
entire Board of Directors, and by a vote of a majority of our Directors who are
not Interested Persons (as defined in the 1940 Act), and who have no direct or
indirect financial interest in the operation of this Agreement, or by vote of a
majority of our outstanding voting securities, as defined in the 1940 Act, on
sixty (60) days' written notice to you, or by you on sixty (60) days' written
notice to us.
This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you and this Agreement shall terminate automatically
in the event of any such transfer, assignment, sale, hypothecation or pledge by
you. The terms "transfer", "assignment" and "sale" as used in this paragraph
shall have the meanings ascribed thereto by governing law and in applicable
rules or regulations of the Securities and Exchange Commission thereunder.
Except to the extent necessary to perform your obligations hereunder,
nothing herein shall be deemed to limit or restrict your right, or the right of
any of your officers, directors or employees who may also be a director, officer
or employee of ours, or of a person affiliated with us, as defined in the 1940
Act, to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to another corporation,
firm, individual or association.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
Dated: ___________, 2000 THE WALL STREET FUND, INC.
By:_________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
ACCEPTED:
WALL STREET MANAGEMENT CORP.
By:_________________________________
Name:
Title:
THE WALL STREET FUND, INC.
SHAREHOLDER SERVICING AGREEMENT
APPENDIX A
FUNDS TO BE SERVICED UNDER THIS AGREEMENT
The Wall Street Fund