EXHIBIT (9)(C)
SHAREHOLDER SERVICING AGENT AGREEMENT WITH AMERICAN DATA SERVICES, INC.
DATED JUNE 21, 1993
SHAREHOLDER SERVICING AGENT AGREEMENT
AGREEMENT made the 21st day of June, 1993 by and between The WALL STREET
FUND, INC., a Maryland corporation (the "Fund") and AMERICAN DATA SERVICES, INC.
a New York corporation ("ADS").
BACKGROUND
WHEREAS, the Fund is a diversified, open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, ADS is a corporation registered as a transfer agent under the
Securities and Exchange Act of 1934, experienced in providing transfer and
dividend disbursing agent functions to mutual funds and possesses facilities
sufficient to provide such services; and
WHEREAS, the Fund desires to avail itself of the experience, assistance and
facilities of ADS and to have ADS perform for the Fund certain services
appropriate to the operations of the Fund, and ADS is willing to furnish such
services in accordance with the terms hereinafter set forth.
TERMS
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the Fund and ADS hereby agree as follows:
1. Employment. The Fund hereby employs ADS to act as Shareholder Servicing
Agent for the Fund. The portfolios to be covered by this Agreement are listed on
Schedule B annexed to this Agreement. ADS shall, at its own expense, render the
services and assume the obligations herein set forth subject to being
compensated therefore as herein provided.
2. Authority of ADS. ADS is hereby authorized by the Fund to receive all
cash which may from time to time be delivered to it by or for the account of the
Fund and to deposit such cash into accounts maintained by the Fund's custodian
bank in the name of or for the benefit of the Fund; to issue confirmations
and/or certificates for shares of capital stock of the Fund upon receipt of
payment; to redeem or repurchase on behalf of the Funds' shares of capital stock
of the Fund upon receipt of certificates properly endorsed or properly executed
written requests as de scribed in the Prospectus of the Fund; and to act as
dividend disbursing agent for the Fund.
3. Duties of ADS:
ADS hereby agrees to:
A. Process new accounts.
B. Process purchases, both initial and subsequent, in accordance with the
conditions set forth in the Funds' prospectuses, as mutually agreed by
the Fund and ADS.
- 1 -
C. Transfer shares of capital stock to an existing account or to a new
account upon receipt of required documentation in good order.
D. Redeem uncertificated and/or certificated shares upon receipt of
required documentation in good order.
E. Issue and/or cancel certificates as instructed; replace lost, stolen or
destroyed certificates upon receipt of satisfactory indemnification or
bond.
F. Distribute dividends and/or capital gain distributions. This includes
disbursement as cash or rein vestment and changing the disbursement
option at the request of shareholders.
G. Process exchanges between funds (process and direct purchase/redemption
and initiate new account or process to new account.
H. Make miscellaneous changes to records, including but not necessarily
limited to address changes, and changes in plans (i.e., systematic
withdrawal, dividend reinvestment, etc.).
I. Prepare and mail a year to date confirmation and statement as each
transaction is recorded in a shareholder account, with the original sent
to the shareholder. Duplicate confirmations to be available on request
within current year.
J. Handle telephone calls and correspondence in reply to shareholder
requests.
K. Reports to Fund:
Daily - transaction journal with analysis of accounts.
Monthly - analysis of transactions and accounts by types.
L. Daily control and reconciliation of Fund shares with ADS's records and
the Fund's office records.
M. Prepare and mail annual form 1099, form W2-P and 5498 to shareholders to
whom dividends or distributions are paid, with a copy to the IRS.
N. Provide readily obtainable data, which may from time to time be
requested for audit purposes.
O. Replace lost or destroyed checks.
P. Continuously maintain all records for active and closed accounts.
Q. Furnish shareholder data information for the current calendar year in
connection with IRSs (including 5498s and qualified ▇▇▇▇▇ plans in a
format suitable for mailing to shareholders.
4. Compensation of ADS. In consideration of the services to be performed by
ADS as set forth herein, ADS shall be entitled to receive compensation and
reimbursement for all reasonable out-of-pocket expenses as may be agreed upon
in writing from time to time between ADS and the Fund. The Fund agrees to pay
ADS a fee as set out in the fee schedule attached hereto as Schedule A.
5. Rights and Powers of ADS. ADS's rights and powers with respect to acting
for and on behalf of the Fund, including rights
- 2 -
and powers of ADS's officers and directors, shall be as follows:
A. No order, direction, approval, contract or obligation on behalf of the
Fund with or in any way affecting ADS shall be deemed binding unless
made in writing and signed on behalf of the Fund by an officer or
officers of the Fund who has been duly authorized to so act on behalf of
the Fund by its Board of Trustees.
B. The services of ADS to the Fund are not to be deemed exclusive and ADS
shall be free to render similar services to others as long as its
services for others does not in any manner or way hinder, preclude or
prevent ADS from performing its duties and obligations under this
Agreement.
C. The Fund will indemnify ADS and hold it harmless from and against all
costs, losses and expenses which may be incurred by it, and all claims
and liabilities which may be asserted or assessed against it as a result
of any action taken by it without negligence and in good faith, and for
any act, omission, delay or refusal made by ADS in connection with this
agency in reliance upon or in accordance with any instruction or advice
of any duly authorized officer of the Fund.
6. Duration and Termination of Agreement. This Agreement shall become
effective as of the date hereof and shall remain in force for a period of three
(3) years, provided however, that both parties to this Agreement have the option
to terminate the Agreement, without penalty, upon ninety (90) days prior written
notice.
Upon termination of this Agreement in accordance with the foregoing, ADS
shall deliver to the Fund (at the expense of the Fund) all records and other
documents made or accumulated in the performance of its duties for the Fund
hereunder.
7. Accounts and Records. The accounts and records maintained by ADS shall
be the property of the Fund, and shall be surren dered to the Fund promptly upon
request by the Fund in the form in which such accounts and records have been
maintained or pre served. ADS agrees to maintain a back-up set of accounts and
records of the Fund (which back-up set shall be updated on at least a weekly
basis) at a location other than that where the original accounts and records are
stored. ADS shall assist the Fund's independent auditors, or, upon approval of
the Fund, any regulatory body, in any requested review of the Fund's accounts
and records. ADS shall preserve the accounts and records as they are required to
be maintained and preserved by Rule 31a-1.
8. Confidentiality. ADS agrees that it will, on behalf of itself and its
officers and employees, treat all transactions contemplated by this Agreement,
and all other information germane thereto, as confidential and not to be
disclosed to any person except as may be authorized by the Fund.
- 3 -
9. Amendment. This Agreement may be amended by mutual writ ten consent of
the parties. If, at any time during the existence of this Agreement, the Fund
deems it necessary or advisable in the best interests of the Fund that any
amendment of this Agree ment be made in order to comply with the recommendations
or requirements of the Securities and Exchange Commission or state regulatory
agencies or other governmental authority, or to obtain any advantage under state
or federal laws, and shall notify ADS of the form of amendment which it deems
necessary or advisable and the reasons therefore, and if ADS declines to assent
to such amendment, the Fund may terminate this Agreement forthwith.
10. Agreement Binding Only on Fund Property. ADS understands that the
obligations of this Agreement are not binding upon any shareholder to the trust
personally, but bind only upon the trust's property. ADS represents that it has
notice of the provisions of the trust's declaration of trust disclaiming
shareholder liability for acts or obligations of the trust.
11. Assignment. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund without the
prior written consent of ADS, or by ADS without the prior written consent of the
Fund.
12. Governing Law. The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of New York as at the time
in effect and the applicable provisions of the 1940 Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
13. Notices. All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when received or when sent by telex
or facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is given):
To the Fund: To ADS:
▇▇. ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
President President
The Wall Street Fund, Inc. American Data Services, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
THE WALL STREET FUND, INC. AMERICAN DATA SERVICES, INC.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇▇▇▇▇
President President
- 4 -
SCHEDULE A
(a) SHAREHOLDER SERVICE FEE:
For the services rendered by ADS in its capacity as transfer agent, the
Fund shall pay ADS, within ten (10) days after receipt of an invoice from ADS at
the beginning of each month, a fee equal to the greater of:
(1) $1,666.67 per portfolio serviced in the group;
OR,
(2) Based upon the total of all open accounts in the group: **
$0.667 per account
** All accounts closed during a calendar year will be con-sidered as open
accounts for billing purposes until theend of that calendar year.
On each anniversary date of this Agreement the fees enumerated above will
be increased by the change in the Consumer Price Index for the Northeast region
(CPI) for the twelve month period ending with the month preceding such annual
anniversary date.
(b) EXPENSES. The Fund shall reimburse ADS for any out-of-pocket expenses ,
exclusive of salaries, advanced by ADS in connection with but not limited to the
printing of confirmation forms and statements, proxy expenses, travel,
telephone, facsimile transmissions, stationery and supplies, record storage,
postage, telex and courier charges, incurred in connection with the performance
of its duties hereunder. ADS shall provide the Fund with a monthly invoice of
such expenses and the Fund shall reimburse ADS within fifteen (15) days after
receipt thereof.
(c) SPECIAL REPORTS. All reports and/or analyses requested by the Fund that
are not included in the fee schedule, shall be subject to an additional charge,
agreed upon in advance, based upon the following rates:
Labor:
Senior staff - $100.00/hr.
Junior staff - $ 50.00/hr.
Computer time - $45.00/hr.
SCHEDULE B
PORTFOLIOS TO BE SERVICED UNDER THIS AGREEMENT:
THE WALL STREET FUND, INC.
- 5 -