DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 26th day of November,
2002, by and among The Prudent Bear Fund, Inc., a Maryland corporation (the
"Company"), Xxxxx X. Xxxx & Associates, Inc., a Texas corporation (the
"Adviser") and Quasar Distributors, LLC, a Delaware limited liability company
(the "Distributor").
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
and is authorized to issue shares of beneficial interests ("Shares") in separate
series, with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, the Adviser serves as the investment adviser for the Company and
is duly registered under the Investment Advisers Act of 1940, as amended, and
any applicable state securities laws, as an investment adviser;
WHEREAS, the Company desires to retain the Distributor as principal
underwriter in connection with the offering and sale of the Shares of each
series listed on Exhibit A hereto (as amended from time to time) (each a "Fund",
collectively the "Funds");
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of
the National Association of Securities Dealers, Inc. (the "NASD");
WHEREAS, this Agreement has been approved by a vote of the Company's board
of directors ("Board") and its disinterested directors in conformity with
Section 15(c) of the 1940 Act; and
WHEREAS, the Distributor is willing to act as principal underwriter for the
Company on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:
1. Appointment of Quasar as the Distributor
The Company hereby appoints the Distributor as its agent for the sale and
distribution of Shares of the Funds, on the terms and conditions set forth in
this Agreement, and the Distributor hereby accepts such appointment and agrees
to perform the services and duties set forth in this Agreement.
2. Services and Duties of the Distributor
A. The Distributor agrees to sell Shares of the Funds on a best efforts
basis as agent for the Company during the term of this Agreement, upon the terms
and at the current offering price (plus sales charge, if any) described in the
Prospectus. As used in this Agreement, the term "Prospectus" shall mean the
current prospectus, including the statement of additional information, as
amended or supplemented, relating to the Funds and included in the currently
effective registration statement or post-effective amendment thereto (the
"Registration Statement") of the Company under the Securities Act of 1933 (the
"1933 Act") and the 0000 Xxx.
B. During the continuous public offering of Shares of the Funds, the
Distributor will hold itself available to receive orders, satisfactory to the
Distributor, for the purchase of Shares of the Funds and will accept such orders
on behalf of the Company. Such purchase orders shall be deemed effective at the
time and in the manner set forth in the Prospectus.
C. The Distributor, with the operational assistance of the Company's
transfer agent, shall make Shares available for sale and redemption through the
National Securities Clearing Corporation's Fund/SERV System.
D. In connection with all matters relating to this Agreement, the
Distributor agrees to comply with the requirements of the 1933 Act, the 1934
Act, the 1940 Act, the regulations of the NASD and all other applicable federal
or state laws and regulations. The Distributor acknowledges and agrees that it
is not authorized to provide any information or make any representations other
than as contained in the Prospectus and any sales literature specifically
approved by the Company and the Distributor.
E. The Distributor agrees to cooperate with the Company in the development
of all proposed advertisements and sales literature relating to the Funds. The
Distributor agrees to review all proposed advertisements and sales literature
for compliance with applicable laws and regulations, and shall file with
appropriate regulators those advertisements and sales literature it believes are
in compliance with such laws and regulations. The Distributor agrees to furnish
to the Company any comments provided by regulators with respect to such
materials and to use its best efforts to obtain the approval of the regulators
to such materials.
F. The Distributor at its sole discretion may repurchase Shares offered for
sale by shareholders of the Funds. Repurchase of Shares by the Distributor shall
be at the price determined in accordance with, and in the manner set forth in,
the current Prospectus. At the end of each business day, the Distributor shall
notify, by any appropriate means, the Company and its transfer agent of the
orders for repurchase of Shares received by the Distributor since the last
report, the amount to be paid for such Shares, and the identity of the
shareholders offering Shares for repurchase. The Company reserves the right to
suspend such repurchase right upon written notice to the Distributor. The
Distributor further agrees to act as agent for the Company to receive and
transmit promptly to the Company's transfer agent shareholder requests for
redemption of Shares.
G. The Distributor may, in its discretion, enter into agreements with such
qualified broker-dealers as it may select, in order that such broker-dealers
also may sell Shares of the Funds. The form of any dealer agreement shall be
mutually agreed upon and approved by the Company and the Distributor. The
Distributor may pay a portion of any applicable sales charge, or allow a
discount, to a selling broker-dealer, as described in the Prospectus or, if not
described, as agreed upon with the broker-dealer. The Distributor shall include
in the forms of agreement with selling broker-dealers a provision for the
forfeiture by them of their sales charge or discount with respect to Shares sold
by them and redeemed, repurchased or tendered for redemption within seven
business days after the date of confirmation of such purchases.
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H. The Distributor shall devote its best efforts to effect sales of Shares
of the Funds but shall not be obligated to sell any certain number of Shares.
I. The Distributor shall prepare reports for the Board regarding its
activities under this Agreement as from time to time shall be reasonably
requested by the Board, including reports regarding the use of 12b-1 payments
received by the Distributor, if any.
J. The services furnished by the Distributor hereunder are not to be deemed
exclusive and the Distributor shall be free to furnish similar services to
others so long as its services under this Agreement are not impaired thereby.
The Company recognizes that from time to time officers and employees of the
Distributor may serve as directors, trustees, officers and employees of other
entities (including investment companies), that such other entities may include
the name of the Distributor as part of their name and that the Distributor or
its affiliates may enter into distribution, administration, fund accounting,
transfer agent or other agreements with such other entities.
3. Duties and Representations of the Company
A. The Company represents that it is duly organized and in good standing
under the law of its jurisdiction of organization and registered as an open-end
management investment company under the 1940 Act. The Company agrees that it
will act in material conformity with its Declaration of Company, By-Laws, its
Registration Statement as may be amended from time to time and resolutions and
other instructions of its Board. The Company agrees to comply in all material
respects with the 1933 Act, the 1940 Act, and all other applicable federal and
state laws and regulations. The Company represents and warrants that this
Agreement has been duly authorized by all necessary action by the Company under
the 1940 Act, state law and the Company's Declaration of Company and By-Laws.
B. The Company, or its agent, shall take or cause to be taken all necessary
action to register Shares of the Funds under the 1933 Act and to maintain an
effective Registration Statement for such Shares in order to permit the sale of
Shares as herein contemplated. The Company authorizes the Distributor to use the
Prospectus, in the form furnished to the Distributor from time to time, in
connection with the sale of Shares.
C. The Company represents and agrees that all Shares to be sold by it,
including those offered under this Agreement, are validly authorized and, when
issued in accordance with the description in the Prospectus, will be fully paid
and nonassessable. The Company further agrees that it shall have the right to
suspend the sale of Shares of any Fund at any time in response to conditions in
the securities markets or otherwise, and to suspend the redemption of Shares of
any Fund at any time permitted by the 1940 Act or the rules of the Securities
and Exchange Commission ("SEC"). The Company shall advise the Distributor
promptly of any such determination.
D. The Company agrees to advise the Distributor promptly in writing:
(i) of any material correspondence or other communication by the SEC
or its staff relating to the Funds, including requests by the SEC for
amendments to the Registration Statement or Prospectus;
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(ii) in the event of the issuance by the SEC of any stop-order
suspending the effectiveness of the Registration Statement then in effect
or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement
of a material fact made in the Prospectus or which requires the making of a
change in such Prospectus in order to make the statements therein not
misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to
any Registration Statement or Prospectus which may from time to time be
filed with the SEC.
E. The Company shall file such reports and other documents as may be
required under applicable federal and state laws and regulations. The Company
shall notify the Distributor in writing of the states in which the Shares may be
sold and shall notify the Distributor in writing of any changes to such
information.
F. The Company agrees to file from time to time such amendments to its
Registration Statement and Prospectus as may be necessary in order that its
Registration Statement and Prospectus will not contain any untrue statement of
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.
G. The Company shall fully cooperate in the efforts of the Distributor to
sell and arrange for the sale of Shares and shall make available to the
Distributor a statement of each computation of net asset value. In addition, the
Company shall keep the Distributor fully informed of its affairs and shall
provide to the Distributor from time to time copies of all information,
financial statements, and other papers that the Distributor may reasonably
request for use in connection with the distribution of Shares, including,
without limitation, certified copies of any financial statements prepared for
the Company by its independent public accountants and such reasonable number of
copies of the most current Prospectus, statement of additional information and
annual and interim reports to shareholders as the Distributor may request. The
Company shall forward a copy of any SEC filings, including the Registration
Statement, to the Distributor within one business day of any such filings. The
Company represents that it will not use or authorize the use of any advertising
or sales material unless and until such materials have been approved and
authorized for use by the Distributor.
H. The Company represents and warrants that its Registration Statement and
any advertisements and sales literature of the Company (excluding statements
relating to the Distributor and the services it provides that are based upon
written information furnished by the Distributor expressly for inclusion
therein) shall not contain any untrue statement of material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and that all statements or information
furnished to the Distributor pursuant to this Agreement shall be true and
correct in all material respects.
4. Compensation
As compensation for the services performed and the expenses assumed by
Distributor under this Agreement including, but not limited to, any commissions
paid for sales of
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Shares, Distributor shall be entitled to the fees and expenses set forth in
Exhibit B hereto (as amended from time to time), which are payable promptly
after the last day of each month. Such fees and expenses shall be paid to
Distributor by the Company from Rule 12b-1 fees payable by the appropriate Fund
or, if Rule 12b-1 fees are not sufficient to pay such fees and expenses, or if
the Rule 12b-1 plan is discontinued, or if the Adviser otherwise determines that
Rule 12b-1 fees shall not, in whole or in part, be used to pay Distributor, the
Adviser shall be responsible for the payment of the amount of such fees and
expenses not covered by Rule 12b-1 payments.
5. Expenses
A. The Company shall bear all costs and expenses in connection with
registration of the Shares with the SEC and related compliance with state
securities laws, as well as all costs and expenses in connection with the
offering of the Shares and communications with shareholders of its Funds,
including but not limited to (i) fees and disbursements of its counsel and
independent public accountants; (ii) costs and expenses of the preparation,
filing, printing and mailing of Registration Statements and Prospectuses and
amendments thereto, as well as related advertising and sales literature, (iii)
costs and expenses of the preparation, printing and mailing of annual and
interim reports, proxy materials and other communications to shareholders of the
Funds; and (iv) fees required in connection with the offer and sale of Shares in
such jurisdictions as shall be selected by the Company pursuant to Section 3(E)
hereof.
B. The Distributor shall bear the expenses of registration or qualification
of the Distributor as a dealer or broker under federal or state laws and the
expenses of continuing such registration or qualification. The Distributor does
not assume responsibility for any expenses not expressly assumed hereunder.
6. Indemnification
A. The Company shall indemnify, defend and hold the Distributor, and each
of its present or former members, officers, employees, representatives and any
person who controls or previously controlled the Distributor within the meaning
of Section 15 of the 1933 Act, free and harmless from and against any and all
losses, claims, demands, liabilities, damages and expenses (including the costs
of investigating or defending any alleged losses, claims, demands, liabilities,
damages or expenses and any reasonable counsel fees incurred in connection
therewith) (collectively, "Losses") that the Distributor, each of its present
and former members, officers, employees or representatives or any such
controlling person, may incur under the 1933 Act, the 1934 Act, any other
statute (including Blue Sky laws) or any rule or regulation thereunder, or under
common law or otherwise, arising out of or based upon any untrue statement, or
alleged untrue statement of a material fact contained in the Registration
Statement or any Prospectus, as from time to time amended or supplemented, or in
any annual or interim report to shareholders, or in any advertisement or sales
literature, or arising out of or based upon any omission, or alleged omission,
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, or based upon the Company's failure
to comply with the terms of this Agreement or applicable law; provided, however,
that the Company's obligation to indemnify the Distributor and any of the
foregoing indemnitees shall not be deemed to cover any Losses arising out of any
untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement, Prospectus, annual or interim report, or any
such advertisement or sales literature in reliance upon and in conformity with
information relating to the Distributor and
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furnished to the Company or its counsel by the Distributor in writing and
acknowledging the purpose of its use for the purpose of, and used in, the
preparation thereof. The Company's agreement to indemnify the Distributor, and
any of the foregoing indemnitees, as the case may be, with respect to any
action, is expressly conditioned upon the Company being notified of such action
or claim of loss brought against the Distributor, or any of the foregoing
indemnitees, within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served
upon the Distributor, or such person, unless the failure to give notice does not
prejudice the Company. Such notification shall be given by letter or by telegram
addressed to the Company's President, but the failure so to notify the Company
of any such action shall not relieve the Company from any liability which the
Company may have to the person against whom such action is brought by reason of
any such untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of the Company's indemnity agreement contained in this
Section 6(A).
B. The Company shall be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any such Losses, but if the Company elects to assume the defense, such
defense shall be conducted by counsel chosen by the Company and approved by the
Distributor, which approval shall not be unreasonably withheld. In the event the
Company elects to assume the defense of any such suit and retain such counsel,
the indemnified defendant or defendants in such suit shall bear the reasonable
fees and expenses of any additional counsel retained by them. If the Company
does not elect to assume the defense of any such suit, or in case the
Distributor does not, in the exercise of reasonable judgment, approve of counsel
chosen by the Company or, if under prevailing law or legal codes of ethics, the
same counsel cannot effectively represent the interests of both the Company and
the Distributor, and each of its present or former members, officers, employees,
representatives or any controlling person, the Company will reimburse the
indemnified person or persons named as defendant or defendants in such suit, for
the fees and expenses of any counsel retained by Distributor and them. The
Company's indemnification agreement contained in Sections 6(A) and 6(B) shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Distributor, and each of its present or former
members, officers, employees, representatives or any controlling person, and
shall survive the delivery of any Shares and the termination of this Agreement.
This agreement of indemnity will inure exclusively to the Distributor's benefit,
to the benefit of each of its present or former members, officers, employees or
representatives or to the benefit of any controlling persons and their
successors. The Company agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against the Company or any of its
officers or directors in connection with the issue and sale of any of the
Shares.
C. The Company shall advance attorney's fees and other expenses incurred by
any person in defending any claim, demand, action or suit which is the subject
of a claim for indemnification pursuant to this Section 6 to the maximum extent
permissible under applicable law.
D. The Distributor shall indemnify, defend and hold the Company, and each
of its present or former directors, officers, employees, representatives, and
any person who controls or previously controlled the Company within the meaning
of Section 15 of the 1933 Act, free and harmless from and against any and all
Losses that the Company, and each of its present or former directors, officers,
employees, representatives, or any such controlling person, may incur under the
1933 Act, the 1934 Act, any other statute (including Blue Sky laws) or any rule
or
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regulation thereunder, or under common law or otherwise, arising out of or based
upon any untrue, or alleged untrue, statement of a material fact contained in
the Company's Registration Statement or any Prospectus, as from time to time
amended or supplemented, or arising out of or based upon Distributor's failure
to comply with the terms of this Agreement or applicable law, or the omission,
or alleged omission, to state therein a material fact required to be stated
therein or necessary to make the statement not misleading, but only if such
statement or omission was made in reliance upon, and in conformity with, written
information relating to the Distributor and furnished to the Company or its
counsel by the Distributor for the purpose of, and used in, the preparation
thereof. The Distributor's agreement to indemnify the Company, and any of the
foregoing indemnitees, is expressly conditioned upon the Distributor's being
notified of any action or claim of loss brought against the Company, and any of
the foregoing indemnitees, such notification to be given by letter or telegram
addressed to the Distributor's President, within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon the Company or such person unless the failure
to give notice does not prejudice the Distributor, but the failure so to notify
the Distributor of any such action shall not relieve the Distributor from any
liability which the Distributor may have to the person against whom such action
is brought by reason of any such untrue, or alleged untrue, statement or
omission, otherwise than on account of the Distributor's indemnity agreement
contained in this Section 6(D).
E. The Distributor shall be entitled to participate at its own expense in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce any such loss, claim, demand, liability, damage or expense, but if the
Distributor elects to assume the defense, such defense shall be conducted by
counsel chosen by the Distributor and approved by the Company, which approval
shall not be unreasonably withheld. In the event the Distributor elects to
assume the defense of any such suit and retain such counsel, the indemnified
defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by them. If the Distributor does not elect to assume
the defense of any such suit, or in case the Company does not, in the exercise
of reasonable judgment, approve of counsel chosen by the Distributor or, if
under prevailing law or legal codes of ethics, the same counsel cannot
effectively represent the interests of both the Company and the Distributor, and
each of its present or former members, officers, employees, representatives or
any controlling person, the Distributor will reimburse the indemnified person or
persons named as defendant or defendants in such suit, for the reasonable fees
and expenses of any counsel retained by the Company and them. The Distributor's
indemnification agreement contained in Sections 6(D) and (E) shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of the Company, and each of its present or former directors,
officers, employees, representatives or any controlling person, and shall
survive the delivery of any Shares and the termination of this Agreement. This
Agreement of indemnity will inure exclusively to the Company's benefit, to the
benefit of each of its present or former directors, officers, employees or
representatives or to the benefit of any controlling persons and their
successors. The Distributor agrees promptly to notify the Company of the
commencement of any litigation or proceedings against the Distributor or any of
its officers or directors in connection with the issue and sale of any of the
Shares.
F. No person shall be obligated to provide indemnification under this
Section 6 if such indemnification would be impermissible under the 1940 Act, the
1933 Act, the 1934 Act or the rules of the NASD; provided, however, in such
event indemnification shall be provided under this Section 6 to the maximum
extent so permissible. The provisions of this Section 6 shall survive
termination of this Agreement.
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7. Obligations of the Company
This Agreement is executed by and on behalf of the Company and the
obligations of the Company hereunder are not binding upon any of the directors,
officers or shareholders of the Company individually but are binding only upon
the Company and with respect to the Funds to which such obligations pertain.
8. Governing Law
This Agreement shall be construed in accordance with the laws of the State
of Wisconsin, without regard to conflicts of law principles. To the extent that
the applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a manner inconsistent with the
1940 Act or any rule or order of the SEC thereunder.
9. Duration and Termination
A. This Agreement shall become effective with respect to each Fund listed
on Exhibit A hereof as of the date hereof and, with respect to each Fund not in
existence on that date, on the date an amendment to Exhibit A to this Agreement
relating to that Fund is executed. Unless sooner terminated as provided herein,
this Agreement shall continue in effect for two years from the date hereof.
Thereafter, if not terminated, this Agreement shall continue automatically in
effect as to each Fund for successive one-year periods, provided such
continuance is specifically approved at least annually by (i) the Company's
Board or (ii) the vote of a "majority of the outstanding voting securities" of a
Fund, and provided that in either event the continuance is also approved by a
majority of the Company's Board who are not "interested persons" of any party to
this Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval.
B. Notwithstanding the foregoing, this Agreement may be terminated, without
the payment of any penalty, with respect to a particular Fund (i) through a
failure to renew this Agreement at the end of a term, (ii) upon mutual consent
of the parties, or (iii) upon no less than 60 days' written notice, by either
the Company through a vote of a majority of the members of the Board who are not
"interested persons" of the Company and have no direct or indirect financial
interest in the operation of this Agreement or by vote of a "majority of the
outstanding voting securities" of a Fund, or by the Distributor. The terms of
this Agreement shall not be waived, altered, modified, amended or supplemented
in any manner whatsoever except by a written instrument signed by the
Distributor and the Company. If required under the 1940 Act, any such amendment
must be approved by the Company's Board, including a majority of the Company's
Board who are not "interested persons" of any party to this Agreement, by vote
cast in person at a meeting for the purpose of voting on such amendment. In the
event that such amendment affects the Adviser, the written instrument shall also
be signed by the Adviser. This Agreement will automatically terminate in the
event of its assignment.
C. Sections 6, 8, 10 and 11 shall survive termination of this Agreement.
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10. Confidentiality
The Distributor agrees on behalf of its employees to treat all records
relative to the Company and prior, present or potential shareholders of the
Company as confidential, and not to use such records for any purpose other than
performance of the Distributor's responsibilities and duties under this
Agreement, except after notification and prior approval by the Company, which
approval shall not be unreasonably withheld, and may not be withheld where the
Distributor may be exposed to civil or criminal proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, when subject to governmental or regulatory audit or investigation,
or when so requested by the Company. Records and information that have become
known to the public through no wrongful act of the Distributor or any of its
employees, agents or representatives shall not be subject to this paragraph.
In accordance with Regulation S-P, the Distributor will not disclose any
non-public personal information, as defined in Regulation S-P, received from the
Company or any Fund regarding any Fund shareholder; provided, however, that the
Distributor may disclose such information to any party as necessary in the
ordinary course of business to carry out the purposes for which such information
was disclosed to the Distributor, or as may be required by law. The Distributor
agrees to use reasonable precautions to protect and prevent the unintentional
disclosure of such non-public personal information.
11. Anti-Money Laundering Program
The Distributor represents and warrants that it (a) has adopted an
anti-money laundering compliance program ("AML Program") that satisfies the
requirements of all applicable laws and regulations; (b) undertakes to carry out
its AML Program to the best of its ability; and (c) will notify the Company and
the Adviser promptly if an inspection by the appropriate regulatory authorities
of its AML Program identifies any material deficiency, and will promptly remedy
any material deficiency of which it learns.
12. Miscellaneous
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. Any provision of this Agreement which may
be determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person," and "assignment" shall have the same meaning as such terms
have in the 1940 Act.
13. Notices
Any notice required or permitted to be given by any party to the others
shall be in writing and shall be deemed to have been given on the date delivered
personally or by courier service or 3 days after sent by registered or certified
mail, postage prepaid, return receipt requested
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or on the date sent and confirmed received by facsimile transmission to the
other parties' respective addresses set forth below:
Notice to the Distributor shall be sent to:
Quasar Distributors, LLC
Attn: President
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
notice to the Company shall be sent to:
The Prudent Bear Fund, Inc.
Attn: President
0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
and notice to the Adviser shall be sent to:
Xxxxx X. Xxxx & Associates, Inc.
Attn: President
0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer on one or more counterparts as of the date
first above written.
THE PRUDENT BEAR FUND, INC. QUASAR DISTRIBUTORS, LLC
By: /s/ Authorized Signatory By: /s/ Authorized Signatory
-------------------------------- --------------------------------
Title: Title:
----------------------------- -----------------------------
XXXXX X. XXXX & ASSOCIATES, INC.
By: /s/ Authorized Signatory
--------------------------------
Title:
-----------------------------
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Exhibit A
to the
Distribution Agreement
Fund Names
Separate Series of The Prudent Bear Fund, Inc.
Name of Series Date Added
-------------- ----------
Prudent Safe Harbor Fund (No load shares) _________
Prudent Bear Fund (No load shares) _________
Prudent Bear Fund (Class C shares) _________
Exhibit B
to the Distribution Agreement
Fee Schedule
Basic Distribution Services*
----------------------------
o Fee at the annual rate of .01 of 1% (one basis point) of the Funds' average
daily net assets, payable monthly in arrears for the first $500 million for
all Funds and all classes; and
o .005 of 1% (1/2 basis point) thereafter.
Advertising Compliance Review/NASDR Filings
-------------------------------------------
o $150 per job for the first 10 pages (minutes if tape or video); $20 per
page (minutes if audio or video) thereafter.
Non-NASDR filed materials, e.g. Internal Use Only materials:
o $100 per job for the first 10 pages (minutes if audio or video); $20 per
page (minutes if audio or video) thereafter.
NASDR Expedited Service for 3 day turnaround:
o $1000 for the first 10 pages (minutes if audio or video) $25 per page
(minutes if audio or video) thereafter. (Comments are faxed. NASDR may not
accept expedited request.)
Licensing of Investment Advisor's Staff (if desired)
----------------------------------------------------
o $900 per year per registered representative ("RR"), for 3 individuals or
less.
o $2,000 per year per registered representative beyond the first 3
individuals.
o Quasar is limited to these licenses for sponsorship: Series 6, 7, 24, 26,
27, 63, 66, 63/65
o Plus all associated NASD and State fees for Registered Representatives,
including license and renewal fees.
Out-of-Pocket Expenses
----------------------
Reasonable out-of-pocket expenses incurred by the Distributor in connection with
activities primarily intended to result in the sale of Shares, including,
without limitation:
o typesetting, printing and distribution of Prospectuses and shareholder
reports
o production, printing, distribution and placement of advertising and sales
literature and materials
o engagement of designers, free-xxxxx writers and public relations firms
o long-distance telephone lines, services and charges
o postage
o overnight delivery charges
o NASD registration fees
o (NASD advertising filing fees are included in Advertising Compliance Review
section above)
o record retention
o travel, lodging and meals
Fees are billed monthly
* Subject to CPI increase
