SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of June 11, 1992 between --------------------------
---------, a Maryland corporation ("Fund"), and Bull Bear Service Center, Inc.
("BBSC), a Delaware corporation.
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (1940 Act"); and
WHEREAS, the Fund desires to retain BBSC to provide certain shareholder
services for the Fund
WHEREAS, as a convenience to the Fund and its shareholders BBSC is
willing to furnish such services at cost and without a view to profit thereby;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints BBSC as agent to perform the services
for the period and on the terms set forth in this Agreement. BBSC accepts such
appointment and agrees to furnish the services herein set forth, in return for
the reimbursement specified in paragraph 3 of this Agreement. BBSC agrees to
comply with all relevant provisions of the 1940 Act and the Securities Exchange
Act of 1934, as amended (1934 Act"), and applicable rules and regulations
thereunder in performing such services.
2. Services and Duties of BBSC. BBSC shall be responsible for the following
services relating to shareholders of the Fund ("Shareholders") : (a) assisting
the transfer agent in receiving and responding to written and telephone
Shareholder inquiries concerning their accounts; (b) processing Shareholder
telephone requests for transfers, purchases, redemptions, changes of address and
similar matters; (c) assisting as necessary in proxy solicitation; (d) providing
a service center for coordinating, researching and answering general inquiries,
as well as those required by legal process, regarding Shareholder account data;
and (e) administering and correcting Fund records as authorized by the Board of
Directors of the Fund.
3. Reimbursement. For the performance of its obligations hereunder, the Fund
will reimburse BBSC the actual costs incurred with respect thereto, including,
without limitation, the following costs and all other expenses related to the
performance of BBSC's obligations hereunder:
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(a) benefits, payroll taxes, and search costs of BBSC personnel;
(b) telephone; (c) rent; (d) equipment, including telephone PBX,
answering machine, call distributor, conversation recording machine and
maintenance thereon; (e) blue sky registration and filing for BBSC and its
registered representatives; (f) travel and meals; (g) mail, postage, and
overnight delivery services; (h) allocated E&O and fidelity bond insurance;
(i) publications, memberships, and subscriptions; (j) office supplies; (k)
printing; (1) Shareholder service related training courses; and (m) corporate
audit and franchise taxes. Such costs and expenses shall be allocated among
the Fund and the other Bull & Bear Funds based on the relative number of open
Shareholder accounts and other factors deemed appropriate by the Board of
Directors of the Fund.
4. Cooperation with Accountants. BBSC shall cooperate with the Fund's
independent public accountants and shall take all reasonable action in the
performance of its obligations under this Agreement to assure that the necessary
information is made available to such accountants for the expression of their
unqualified opinion, including but not limited to the opinion included in the
Fund's semi-annual reports on Form N-SAR.
5. Equipment Failures. In the event of failures beyond BBSC's control, BBSC
shall take reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
6. Responsibility of BBSC. BBSC shall be under no duty to take any action on
behalf of the Fund except as specifically set forth herein or as may be
specifically agreed to by BBSC in writing. In the performance of its duties
hereunder, BBSC shall be obligated to exercise care and diligence, but shall not
be liable for any act or omission which does not constitute willful misfeasance,
bad faith or gross negligence on the part of BBSC or reckless disregard by BBSC
of its duties under this Agreement. Without limiting the generality of the
foregoing or of any other provision of this Agreement, in connection with its
duties under this Agreement, BBSC shall not be liable for delays or errors
occurring by reason of circumstances beyond BBSC's control, including acts of
civil or military authorities, national emergencies, labor difficulties, fire,
mechanical breakdown, flood or catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or power supply.
7. Indemnification. The Fund agrees to indemnify and hold harmless BBSC and
its agents from all taxes, charges, expenses, assessments, claims and
liabilities including (without limitation) liabilities arising under the
Securities Act of 1933, as amended, the 1934 Act and any state and foreign
securities and blue sky laws and regulations, all as or to be amended from time
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to time, and expenses, including (without limitation) attorneys' fees and
disbursements arising directly or indirectly from any action or matter which
BBSC takes or does or omits to take or do.
8. Duration and Termination. This Agreement shall continue until terminated by
the Fund or by BBSC.
9. Amendments. This Agreement or any part thereof may be changed or waived only
by an instrument in writing signed by the party against which enforcement of
such change or waiver is sought.
10. Miscellaneous. This Agreement embodies the entire contract and understanding
between the parties hereto. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions thereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding and shall inure to the benefit
of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first above written.
ATTEST: --------------------------------
By:
Xxxxxx X. Xxxxxxxx Xxxx X. Xxxxxxx
Secretary Co-President
ATTEST: BULL & BEAR SERVICE CENTER, INC.
By:
Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx
Secretary Co-President
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