Exhibit 9.2
C/M 12034.0001 489335.1
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FUND ACCOUNTING SERVICE AGREEMENT
between
AMERINDO FUNDS INC.
and
AMERICAN DATA SERVICES, INC.
[GRAPHIC OMITTED]
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INDEX
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1. DUTIES OF ADS.........................................................3
2. COMPENSATION OF ADS...................................................4
3. LIMITATION OF LIABILITY OF ADS........................................4
4. REPORTS...............................................................5
5. ACTIVITIES OF ADS.....................................................5
6. ACCOUNTS AND RECORDS..................................................5
7. CONFIDENTIALITY.......................................................5
8. DURATION AND TERMINATION OF THIS AGREEMENT............................6
9. ASSIGNMENT............................................................6
10. NEW YORK LAWS TO APPLY..............................................6
11. AMENDMENTS TO THIS AGREEMENT.........................................6
12. MERGER OF AGREEMENT..................................................6
13. NOTICES..............................................................6
SCHEDULE A...............................................................8
(A) FUND ACCOUNTING SERVICE FEE:.........................................8
(B) EXPENSES.............................................................8
(C) SPECIAL REPORTS......................................................9
(D) SERVICE DEPOSIT......................................................9
(E) CONVERSION CHARGE....................................................9
SCHEDULE B:.............................................................10
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FUND ACCOUNTING SERVICE AGREEMENT
AGREEMENT made the 25th day of October, 1996, by and between Amerindo Funds,
Inc. on behalf of its series, Amerindo Technology Fund, a Maryland corporation,
(the "Fund") having its principal offices and places of business at Xxx
Xxxxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000 and 000 Xxxx Xxxxxx, Xxx Xxxx,
XX 00000 , and American Data Services, Inc., a New York corporation having its
principal office and place of business at 00 Xxxx Xxxxxx Xxxxxx., Xxxxxxxxxx,
Xxx Xxxx 00000 ("ADS").
BACKGROUND
WHEREAS, the Fund is a non-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 experienced in providing accounting 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 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 promises and mutual covenants
hereinafter contained, the Fund and ADS hereby agree as follows:
1. DUTIES OF ADS.
ADS will provide the Fund with the necessary office space, communication
facilities and personnel to perform the following services for the Fund:
(a) Obtain daily securities quotations for all securities in the Fund's
portfolio from independent pricing services and determination of
unrealized appreciation/depreciation of portfolio securities..
(b) Timely calculate and transmit to NASDAQ the Fund's daily net asset
value and communicate such value to the Fund and its transfer agent;
(c) Maintain and keep current all books and records of the Fund as
required by Rule 31a-1 under the 1940 Act, as such rule or any
successor rule may be amended from time to time ("Rule 31a-1"), that
are applicable to the fulfillment of ADS's duties hereunder, as well
as any other documents necessary or advisable for compliance with
applicable regulations as may be mutually agreed to between the Fund
and ADS. Without limiting the generality of the foregoing, ADS will
prepare and maintain the following records upon receipt of information
in proper form from the Fund or its authorized agents:
. Cash receipts journal
. Cash disbursements journal
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. Dividend record
. Purchase and sales - portfolio securities
. journals Subscription and redemption journals
. Security ledgers Broker ledger General ledger
. Daily expense accruals Daily income accruals
. Securities and monies borrowed or loaned and
. collateral therefore Foreign currency journals
. Trial balances
(d) Provide the Fund and its investment adviser with daily portfolio
valuation, net asset value calculation and other standard operational
reports as requested from time to time.
(e) Provide all raw data available from our fund accounting system (PAIRS)
for the Administrator's preparation of the following:
1. Semi-annual financial statements;
2. Semi-annual form N-SAR;
3. Annual tax returns;
4. Financial data necessary to update form N-1a;
5. Annual proxy statement.
(f) Provide facilities to accommodate annual audit and any audits or
examinations conducted by the Securities and Exchange Commission or
any other governmental or quasi-governmental entities with
jurisdiction.
(g) Verify and reconcile with the Fund's custodian bank all daily trade
activity.
ADS 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 ADS.
In consideration of the services to be performed by ADS as set forth herein
for each portfolio listed in Schedule B, ADS shall be entitled to receive
compensation and reimbursement for all reasonable out-of-pocket expenses. The
Fund agrees to pay ADS the fees and reimbursement of out-of-pocket expenses as
set forth in the fee schedule attached hereto as Schedule A.
3. LIMITATION OF LIABILITY OF ADS.
(a) ADS 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 gross 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
ADS, in violation of applicable federal or state
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laws or regulations, and provided further that such action is taken without
negligence, bad faith, willful misconduct or reckless disregard of its duties.
(b) Nothing herein contained shall be construed to protect ADS against any
liability to the Fund or its security holders to which ADS 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 ADS'
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 ADS 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, reasonable expenses (including attorney's
fees) or losses incurred by reason of the inaccuracy of information furnished to
ADS by the Fund or its authorized agents.
4. REPORTS.
(a) The Fund shall provide to ADS on a quarterly basis a report of a duly
authorized officer of the Fund representing that all information furnished to
ADS during the preceding quarter was true, complete and correct in all material
respects. ADS shall not be responsible for the accuracy of any information
furnished to it by the Fund or its authorized agents, and the Fund shall hold
ADS harmless in regard to any liability incurred by reason of the inaccuracy of
such information.
(b) Whenever, in the course of performing its duties under this Agreement,
ADS determines, on the basis of information supplied to ADS by the Fund or its
authorized agents, 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, would occur, ADS shall promptly notify the Fund and its
counsel of such violation.
5. ACTIVITIES OF ADS.
The services of ADS under this Agreement are not to be deemed exclusive,
and ADS shall be free to render similar services to others so long as its
services hereunder are not impaired thereby.
6. ACCOUNTS AND RECORDS.
The accounts and records maintained by ADS shall be the property of the
Fund, and shall be surrendered to the Fund promptly upon request by the Fund in
the form in which such accounts and records have been maintained or preserved.
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 in its possession (at the expense of the Fund)
as they are required to be maintained and preserved by Rule 31a-1.
7. 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.
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8. DURATION AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective as of the date hereof and shall
continue to remain in force, provided however, that both parties to this
Agreement have the option to terminate the Agreement, upon sixty (60) days prior
written notice.
Should the Fund exercise its right to terminate, all reasonable
out-of-pocket expenses associated with the movement of records and material will
be borne by the Fund. Additionally, ADS reserves the right to charge for any
other reasonable expenses associated with such termination.
9. 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.
10. NEW YORK LAWS TO APPLY
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. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter hereof
whether oral or written.
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:
Ms. Xxxx Xxxxx Xxxxxxx Xxxxx
Vice President President
Amerindo Funds, Inc. American Data Services, Inc.
000 Xxxx Xxxxxx 00 Xxxx Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxxx, Xxx Xxxx 00000
With a copy to:
Xxxxxx X. Xxxxxx, Esq.
Battle Xxxxxx LLP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
AMERINDO FUNDS, INC. AMERICAN DATA SERVICES, INC.
By:____________________________ By:__________________________
Xxxx Xxxxx, Vice President Xxxxxxx Xxxxx, President
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SCHEDULE A
(a) FUND ACCOUNTING SERVICE FEE:
For the services rendered by ADS in its capacity as fund accounting agent,
as specified in Paragraph 1. DUTIES OF ADS, 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:
Calculated Fee Will Be Based Upon Prior Month Average Net Assets:
(No prorating partial months)
MONTHLY FEE PER PORTFOLIO:
Portfolio Type
Net Assets (in millions) Global Domestic Money Mkt
Under $2 ........................ $1,000 $ 900 $ 800
From $2 to $ ................... 1,375 1,100 950
From $5 to $10 ................. 1,750 1,400 1,250
From $10 to $20................. 2,125 1,700 1,475
From $20 to $25 ................ 2,500 2,000 1,700
From $25 to $40.................. 3,000 2,500 2,000
Excess of $40 million:
The fee for assets from $25
million to $40 million
plus 1/12 of ................ 3.50BP* 2.20BP 2.00BP
* Basis Points
MULTI-CLASS PROCESSING CHARGE
$300 per month will be charged for each additional class of stock per portfolio.
(b) EXPENSES.
The Fund shall reimburse ADS for any direct out-of-pocket expenses,
exclusive of salaries, advanced by ADS in connection with but not limited to the
printing or filing of documents for the Fund, travel, telephone, quotation
services, facsimile transmissions, stationery and supplies, record storage,
NASDAQ insertion fee (if applicable) of $22 per month, Pro-rata portion of
annual SAS 70 review, 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.
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(c) SPECIAL REPORTS.
All reports and /or analyses requested by the Fund, its auditors, legal
counsel, portfolio manager, or any regulatory agency having jurisdiction over
the Fund, that are not in the normal course of fund accounting activities as
specified in Section 1 of this Agreement shall be subject to an additional
charge, agreed upon in advance, based upon the following rates:
Labor:
Senior staff - $150.00/hr.
Junior staff - $ 75.00/hr.
Computer time - $45.00/hr.
(d) SERVICE DEPOSIT.
The Fund will remit to ADS upon execution of this Agreement a service deposit
equal to one (1) month's minimum fee under this Agreement, computed in
accordance with the number of portfolios listed in Schedule B of this Agreement.
The Fund will have the option to have the service deposit applied to the last
month's service fee, or applied to any new contract between the Fund and ADS.
(e) CONVERSION CHARGE.
NOTE: FOR EXISTING FUNDS ONLY (new funds please ignore):
There will not be any charge to convert the Fund's portfolio accounting
records on to the ADS fund accounting system (PAIRS). However, ADS will be
reimbursed for direct all out-of-pocket expenses, enumerated in paragraph (b)
above, incurred during the conversion process.
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SCHEDULE B:
PORTFOLIOS TO BE SERVICED UNDER THIS AGREEMENT:
AMERINDO TECHNOLOGY FUND
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