AGREEMENT BETWEEN
INVESTOR SERVICE CENTER, INC.
AND
HANOVER DIRECT ADVERTISING COMPANY, INC.
AGREEMENT made as of February 28, 1997 by and between INVESTOR SERVICE
CENTER, INC., a corporation organized under the laws of the State of Delaware
(the "Distributor") and HANOVER DIRECT ADVERTISING COMPANY, INC., a corporation
organized under the laws of the State of Delaware ("HDAC").
WHEREAS, the Distributor and HDAC are affiliates of Rockwood Advisers, Inc.
(the "Investment Manager"), the investment manager to Rockwood Fund, Inc. (the
"Fund"); and
WHEREAS, pursuant to a Distribution Agreement between the Fund and the
Distributor, the Distributor acts as the Fund's principal agent for the sale of
Fund shares. The Fund has also adopted a plan of distribution (the "Plan")
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940
Act"); and
WHEREAS, HDAC is an advertising agency and desires to provide the
Distributor with marketing services; and
WHEREAS, the Distributor desires to enter into an agreement with HDAC
related to the Plan;
NOW THEREFORE, in accordance with Rule 12b-1 of the 1940 Act, the
Distributor and HDAC hereby enter into this agreement (the "Agreement") on the
following terms and conditions:
1. HDAC will provide services to the Distributor on behalf of the Fund and
the other investment companies.
2. All expenses incurred hereunder shall be deemed expenses incurred under
the Plan.
3. HDAC shall ▇▇▇▇ the Distributor at standard industry rates, which
includes commissions. HDAC will absorb any of its costs exceeding such
commissions.
4. This Agreement shall not take effect until it has been approved by the vote
of a majority of both (i) those directors of the Fund who are not "interested
persons" of the Fund (as defined in the ▇▇▇▇ ▇▇▇) and have no direct or indirect
financial interest in the operation of this Agreement or the Plan or any other
agreement related to it (the "12b-1 Directors"), and (ii) all of the directors
then in office, cast in person at a meeting (or meetings) called for the purpose
of voting on this Agreement and such related Agreements.
5. This Agreement shall continue in effect for one year from its execution or
adoption and thereafter for so long as such continuance is specifically approved
at least annually in the manner provided for approval of the Plan.
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6. HDAC shall provide to the Board of Directors of the Fund and the directors
shall review, at least quarterly, a written report of all expenditures made
pursuant to this Agreement, and the purposes for which such expenditures were
made.
7. HDAC shall use its best efforts in rendering services to the Distributor and
the Fund hereunder, but in the absence of willful misfeasance, bad faith, or
gross negligence in the performance of its duties or reckless disregard of its
obligations and duties hereunder, HDAC shall not be liable to the Distributor or
the Fund or to any shareholder of the Fund for any act or failure to act by HDAC
or any affiliated person of HDAC or for any loss sustained by the Fund or its
shareholders.
8. Nothing contained in this Agreement shall prevent HDAC or any affiliated
person of HDAC from performing services similar to those to be performed
hereunder for any other person, firm, corporation or for its or their own
accounts or for the accounts of others.
9. This Agreement may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by vote of a majority of the outstanding voting
securities of the Fund. This Agreement shall automatically terminate in the
event of its assignment, as defined in the 1940 Act.
10. This Agreement may not be modified in any manner which would materially
increase the amount of money to be spent pursuant to the Plan and no material
amendment to this Agreement shall be made unless approved in the manner provided
for approval and annual renewal above.
11. The Fund shall preserve copies of this Agreement and all reports made
pursuant to paragraph 6 hereof, for a period of not less than six years from the
date of this Agreement, the first two years in an easily accessible place.
12. This Agreement shall be construed in accordance with the laws of the State
of New York and the applicable provisions of the 1940 Act. To the extent 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.
IN WITNESS WHEREOF, the Distributor and HDAC have executed this
Agreement on the day and year set forth above in the City and State of New York.
INVESTOR SERVICE CENTER, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
HANOVER DIRECT ADVERTISING COMPANY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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