ADMINISTRATION SERVICES AGREEMENT
ASM FUND, INC.
and
MUTUAL FUNDS SERVICE CO.
This Agreement dated as of the 31st day of December, 1993, made by and
between ASM Fund, Inc., a Maryland corporation operating as an open-end
investment company (the "Fund"), and Mutual Funds Service Co., an Ohio
corporation ("Administrator").
WITNESSETH
WHEREAS, the Fund is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (collectively
with the rules and regulations promulgated thereunder, the "1940 Act"); and
WHEREAS, the Fund wishes to engage the Administrator to provide certain
administrative and management services, and the Administrator is willing to
provide such administrative and management services to the Fund, on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual agreements of the parties,
hereto as herein set forth, the parties agree as follows:
1. DUTIES OF THE ADMINISTRATOR. Subject to the direction and control of
the Board of Directors of the Fund, the Administrator shall perform such
administrative services as may from time to time be reasonably requested by
the Fund. The types of services which may be called for hereunder include
without limitation: (a) providing equipment and clerical personnel necessary
for performing the administrative and management functions herein set forth;
(b) arranging, if desired by the Fund, for Directors, officers and employees
of the Administrator to serve as Directors, officers or agents of the Fund if
duly elected or appointed to such positions and subject to their individual
consent and to any limitations imposed by law; (c) supervising the overall
administration of the Fund, including negotiation of contracts and fees with
and the monitoring of performance and xxxxxxxx of the Fund's custodian and
other independent contractors or agents; (d) assisting in preparing and, if
applicable, filing all documents required for compliance by the Fund with
applicable federal laws and regulations, including registration statements,
semi-annual
and annual reports to shareholders and proxy statements; (e) preparing
supporting documents for meetings of Directors and committees of Directors;
and (f) maintaining current and accurate books and records of the Fund.
Notwithstanding the foregoing, the Administrator shall not be deemed to have
assumed any duties with respect to, and shall not be responsible for, the
management of the Fund's assets or the rendering of investment advice and
supervision with respect thereto, nor shall the Administrator be deemed to
have assumed or have any responsibility with respect to functions
specifically assumed by any custodian of the Fund or any person or agent
responsible for state registration or renewal functions of the Fund.
Accounts, records and other information shall belong to the Fund and be
considered confidential. Accounts, records and other information will not be
disclosed to other than federal and state regulators without permission from
the Fund.
2. ALLOCATION OF CHARGES AND EXPENSES. The Administrator shall pay the
entire salaries and wages of its officers and employees who devote part or
all of their time to the affairs of the Administrator, and the wages and
salaries of such persons shall not be deemed to be expenses incurred by the
Fund for purposes of this Section 2. Except as provided in the foregoing
sentence, the Fund will pay all of its own expenses including, without
limitation, compensation of Directors not affiliated with the Administrator;
governmental fees; interest charges; taxes; membership dues in the Investment
Company Institute allocable to the Fund; fees and expenses of the Fund's
independent auditors, legal counsel and any transfer agent or registrar of
the Fund; expenses of preparing, printing and mailing reports, notices, proxy
statements and reports to investors and governmental agencies and
commissions; expenses of preparing and mailing agendas and supporting
documents for meetings of Directors and committees of Directors; expenses
connected with the execution, recording and settlement of security
transactions; insurance premiums, fees and expenses of the Fund's custodian
for all services to the Fund, including safekeeping of funds and securities
and maintaining required books and accounts; expenses of calculating the net
asset value of shares of the Fund; expenses of meetings of shareholders of
the Fund; and expenses relating to the issuance, registration and
qualification of shares of the Fund.
3. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered and
the facilities to be provided by the Administrator hereunder, the Fund shall
pay to the Administrator an administrative fee computed and paid in
accordance with Schedule A hereto.
4. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The Administrator and
its directors, officers, employees and agents shall not be liable for any
error of judgment or mistake of law or for any act or omission in the
administration of the Fund or the performance of its duties hereunder, unless
caused by the Administrator's negligence, willful misfeasance, or breach of
this Agreement.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator to
the Fund are not to be deemed to be exclusive, the Administrator being free,
to render administrative and/or other services to other parties.
6. TERMINATION. This Agreement may be terminated by either party upon 60
days' prior written notice.
7. DELEGATION BY THE ADMINISTRATOR. The Administrator may delegate any or
all of its obligations hereunder to any one or more entities or persons;
PROVIDED, HOWEVER, that the Administrator shall not make any such delegation
unless the Directors of the Fund shall have approved such delegation; and
PROVIDED, FURTHER, that, unless the Fund otherwise expressly agrees in
writing, the Administrator shall
be as fully responsible to the Fund for the acts and omissions of the entity
or person to whom the Administrator has made such delegation as it would be
for its own acts or omissions.
8. NOTICES. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by certified mail, postage prepaid, return
receipt requested, to the respective parties as follows:
IF TO THE FUND:
ASM Fund, Inc.
1543 0 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
Attention: President
IF TO THE ADMINISTRATOR:
Mutual Funds Service Co.
Attention: Xxxxxx X. Xxxxxx, President
0000 Xxxxxxxx Xxxxx
Xxx 0000
Xxxxxx, XX 00000
9. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the
same instrument.
10. ASSIGNMENT. This Agreement 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 written consent of
the Administrator, or by the Administrator without the written consent of the
Fund, in each case authorized or approved by a resolution of its Directors.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without reference to its
choice of law rules.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
ASM FUND, INC.
By /s/ Xxxxxx X. Xxxxx
------------------------------
Its: President
----------------------------
ATTEST: /s/ Xxxxxxx Xxxxxxx
-------------------------
MUTUAL FUNDS SERVICE CO.
By /s/ Xxxxxx X. Xxxxxx
------------------------------
Its: President
----------------------------
ATTEST: /s/ Xxxxxx X. Xxxx
-------------------------
MUTUAL FUNDS SERVICE CO.
ADMINISTRATIVE SERVICES FEE SCHEDULE
SCHEDULE A
ASSETS FEE
------ ---
$7.5 million - 14.99 million $7,500
$15.0 million - 24.99 million $15,000
$25 million and up $25,000
Fees would be divided into twelve monthly payments based upon Net Assets on
the last business day of the preceding month.
In addition, all out-of-pocket expenses shall be separately charged. Shall
include but not be limited to: printed/copied material, postage, overnight
mail, courier service, transportation and lodging.
