EXHIBIT (9)(A)
ADMINISTRATION AGREEMENT WITH AMERICAN DATA SERVICES, INC. DATED JUNE 21, 1993
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated June 21, 1993 by and between The WALL STREET FUND, INC., A
Maryland corporation (the "Fund"), and AMERICAN DATA SERVICES, INC., a New York
corporation (the "Administrator").
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, the Administrator is a corporation experienced in providing
administrative services 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 the Administrator and to have the Administrator perform for the
Fund certain services appropriate to the operations of the Fund and the
Administrator is willing to furnish such services in accordance with the terms
hereinafter set forth.
TERMS
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the Fund and the Administrator hereby agree to the
following:
1. DUTIES OF THE ADMINISTRATOR.
The Administrator will provide the Fund with the necessary office space,
communication facilities and personnel to perform the following services for the
Fund:
(a) Monitor all regulatory (1940 Act and IRS) and prospectus restrictions
for compliance;
(b) Prepare and coordinate the printing of all share holder financial
statements;
(c) Prepare selected management reports for performance and compliance
analyses as agreed upon by the Fund and Administrator from time to
time;
(d) Prepare selected financial data required for directors' meetings as
agreed upon by the Fund and the Administrator from time to time and
coordinate directors meeting agendas with legal counsel to the Fund;
(e) Determine income and capital gains available for distribution and
calculate distributions required to meet regulatory, income, and excise
tax requirements, to be reviewed by the Fund's independent public
accountants;
(f) Prepare the Fund's federal, state, and local tax returns to be reviewed
by the Fund's independent public accountants;
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(g) Prepare and maintain the Fund's operating expense budget to determine
proper expense accruals to be charged to the Fund in order to calculate
it's daily net asset value;
(h) 1940 ACT filings -
- Prepare the Fund's Form N-SAR reports;
- Update all financial sections of the Fund's
Statement Of Additional Information and
coordinate its completion;
- Update all financial sections of the Fund's
prospectus and coordinate its completion;
- Update all financial sections of the Fund's
proxy statement and coordinate its completion;
- Prepare an annual update to Fund's 24f-2
filing (if applicable);
(i) Monitor services provided by the Fund's custodian bank as well as any
other service providers to the Fund;
(j) Answer inquiries from shareholders and broker/dealers on all Fund
queries other than investment decisions, and maintain courtesy mailing
lists;
(k) Provide appropriate financial schedules (as requested by the Fund's
independent public accountants or SEC examiners), coordinate the Fund's
annual or SEC audit, and provide office facilities as may be required;
(l) Attend management and board of directors meetings as requested; and
(m) The preparation and filing (filing fee to be paid by the Fund) of
applications and reports as necessary to register or maintain the Funds
registration under the securities or "Blue Sky" laws of the various
states selected by the Fund's Distributor. The Administrator shall, for
all purposes herein, be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Fund in any way or otherwise be
deemed an agent of the Fund.
2. COMPENSATION OF THE ADMINISTRATOR.
In consideration of the services to be performed by the Administrator as
set forth herein, the Administrator shall be entitled to receive compensation
and reimbursement for all reasonable out-of-pocket expenses as may be agreed
upon in writ ing from time to time between the Administrator and the Fund. The
Fund agrees to pay the Administrator a fee as set out in the fee schedule
attached to the FUND ACCOUNTING SERVICES AGREEMENT (executed in conjunction with
this Agreement) as Schedule A.
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3. RESPONSIBILITY AND INDEMNIFICATION.
(a) The Administrator shall be held to the exercise of reasonable care in
carrying out the provisions of the Agreement, but shall be without
liability to the Fund for any action taken or omitted by it in good
faith without negligence, bad faith, willful misconduct or reckless
disregard of its duties hereunder. It shall be entitled to rely upon
and may act upon the accounting records and reports generated by the
Fund, advice of the Fund, or of counsel for the Fund and upon
statements of the Fund's independent accountants, and shall be without
liability for any action reasonably taken or omitted pursuant to such
records and reports or advice, provided that such action is not, to the
knowledge of the Administrator, in violation of applicable federal or
state laws or regulations, and provided further that such action is
taken without negligence, bad faith, willful misconduct or reckless
disregard of its duties.
(b) The Administrator shall not be liable to the Fund for any error of
judgment or mistake of law or for any loss arising out of any act or
omission by the Administrator in the performance of its duties
hereunder except as hereinafter set forth. Nothing herein contained
shall be construed to protect the Administrator against any liability
to the Fund or its security holders to which the Administrator shall
otherwise be subject by reason of willful misfeasance, bad faith,
negligence in the performance of its duties on behalf of the Fund,
reckless disregard of the Administrator's obligations and duties
under this Agreement or the willful violation of any applicable law.
(c) Except as may otherwise be provided by applicable law, neither the
Administrator nor its stockholders, officers, directors, employees or
agents shall be subject to, and the Fund shall indemnify and hold such
persons harmless from and against, any liability for and any damages,
expenses or losses incurred by reason of the inaccuracy of information
furnished to the Administrator by the Fund or its authorized agents or
in connection with any error in judgment or mistake of law or any act
or omission in the course of, connected with or arising out of any
services to be rendered hereunder, except by reason of willful
misfeasance, bad faith or negligence in the performance of its duties,
by reason of reckless disregard of the Administrator's obligations and
duties under this Agreement or the willful violation of any applicable
law.
4. REPORTS.
(a) The Fund shall provide to the Administrator on a quarterly basis a
report of a duly authorized officer of the Fund representing that all
information furnished to the Administrator during the preceding quarter
was true, complete and correct to the best of its knowledge. The
Administrator shall not be responsible for the accuracy of any
information furnished to it by the Fund, and the Fund shall hold the
Administrator harmless in regard to any liability incurred by reason of
the inaccuracy of such information.
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(b) The Administrator shall provide to the Board of Directors of the Fund,
on a quarterly basis, a report, in such a form as the Administrator and
the Fund shall from time to time agree, representing that, to its
knowledge, the Fund was in compliance with all requirements of
applicable federal and state law, including without limitation, the
rules and regulations of the Securities and Exchange Commission and the
Internal Revenue Service, or specifying any instances in which the Fund
was not so in compliance. Whenever, in the course of performing its
duties under this Agreement, the Administrator determines, on the basis
of information supplied to the Administrator by the Fund, that a
violation of applicable law has occurred, or that, to its knowledge, a
possible violation of applicable law may have occurred or, with the
passage of time, could occur, the Administrator shall promptly notify
the Fund and its counsel of such violation.
5. ACTIVITIES OF THE ADMINISTRATOR.
The Administrator shall be free to render similar services to others so
long as its services here-in-under are not impaired thereby.
6. RECORDS.
The records maintained by the Administrator shall be the property of the
Fund, and shall be made available to the Fund promptly upon request by the Fund
in the form in which such records have been maintained or preserved. The
Administrator shall upon approval of the Fund assist the Fund's independent
auditors, or, any regulatory body, in any requested review of the Fund's
accounts and records. The Administrator shall preserve the records in its
possession (at the expense of the Fund) as required by Rule 31a-1 of the 1940
Act.
7. CONFIDENTIALITY.
The Administrator 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 such information shall
not be disclosed to any person except as may be authorized by the Fund.
8. DURATION AND TERMINATION OF THE 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, the
Administrator 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.
9. ASSIGNMENT.
This Agreement shall extend to and shall be binding
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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 the Administrator, or by the Administrator without the
prior written consent of the Fund.
10. 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.
11. AMENDMENTS TO THIS AGREEMENT.
This Agreement may be amended by the parties hereto only if such amendment
is in writing and signed by both parties.
12. NOTICES.
All notices and other communications hereunder shall be in writing, shall
be deemed to have been given when delivered in person or by certified mail,
return receipt request ed, and shall be given to the following addresses (or
such other addresses as to which notice is given):
To the Fund: To the Administrator:
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President President
The Wall Street Fund, Inc. American Data Services, Inc.
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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.
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President President
