BULL & BEAR SPECIAL EQUITIES FUND, INC.
AMENDED PLAN AND AGREEMENT OF DISTRIBUTION
AMENDED PLAN AND AGREEMENT made this 17th day of September, 1993, by
and between ---------------------------------------, a corporation organized
under the laws of the State of Maryland (the "Fund"), and BULL & BEAR SERVICE
CENTER, INC., a corporation organized under the laws of the State of Delaware
(the "Distributor").
WHEREAS, the Fund is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act of
1940, as amended (the "Act"); and
WHEREAS, the Fund has entered into a Distribution Agreement with the
Distributor pursuant to which the Distributor has agreed to serve as the
principle distributor for the Fund; and
NOW, THEREFORE, the Fund hereby adopts this amended plan of
distribution (the 'Amended Plan and Agreement") in accordance with Rule 12b-1
under the Act:
1. As Distributor for the Fund, the Distributor agrees to assist the Fund in
selling its shares and to perform distribution and service activities as defined
herein. In rendering services pursuant to this Amended Plan and Agreement and
the Distribution Agreement, the Distributor may spend such amounts as it deems
appropriate on any activities or expenses primarily intended to result in the
sale of the Fund's shares or the servicing and maintenance of shareholder
accounts, including, but not limited to: advertising, direct mail, and
promotional expenses; compensation to the Distributor and its employees;
compensation to and expenses, including overhead and telephone and other
communication expenses, of the Distributor, the Investment Manager, the Fund,
and selected broker dealers and their affiliates who engage in or support the
distribution of shares or who service shareholder accounts; fulfillment
expenses, including the costs of printing and distributing prospectuses,
statements of additional information, and reports for other than existing
shareholders; the costs of preparing, printing and distributing sales literature
and advertising materials; and internal costs incurred by the Distributor and
allocated by the Distributor to its efforts to distribute shares of the Fund
such as office rent and equipment, employee salaries, employee bonuses and other
overhead expenses.
2. A. The Fund is authorized to pay to the Distributor, as compensation for the
Distributor's distribution activities as defined in paragraph 14 hereof, a fee
at the rate of 0.75% on an annualized basis of the average daily net assets of
the Fund. Such distribution fee shall be calculated and accrued daily and paid
monthly or at such other intervals as the Board shall determine.
B. The Fund is further authorized to pay to the Distributor, as
compensation for the Distributor's service activities as defined in paragraph 14
hereof, a fee at the rate of 0.25% on an annualized basis of the average daily
net assets of the Fund. Such service fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Board shall determine.
C. The Fund may pay a distribution or service fee to the Distributor at
a lesser rate than the fees specified in paragraphs 2A and 2B, respectively, of
this Amended Plan and Agreement, in either case as mutually agreed to by the
Fund and the Distributor.
3. This Amended Plan and 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 Act) and have no
direct or indirect financial interest in the operation of this Amended Plan and
Agreement or any agreement
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related to it (the "Rule 12b-1 Plan 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 Amended Plan and Agreement and such related agreements.
4. This Amended Plan and Agreement shall continue in affect 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
this Amended Plan and Agreement in paragraph 3.
5. The Distributor shall provide to the Board and the Board shall review, at
least quarterly, a written report of the amounts expended under this Amended
Plan and Agreement and the purposes for which such expenditures were made. A
reasonable allocation of overhead and other expenses of the Distributor related
to its distribution activities and service activities, including telephone and
other communication expenses, may be included in the information regarding
amounts expended for such activities.
6. This Amended Plan and Agreement may not be amended to increase materially the
amount of fees provided for in paragraphs 2A and 2B hereof unless such amendment
is approved by a vote of a majority of the outstanding voting securities of the
Fund, and no material amendment to this Amended Plan and Agreement shall be made
unless approved by the Board and the Plan Directors in the manner provided for
approval of this Amended Plan and Agreement in paragraph 3.
7. The amount of the distribution and service fees payable by the Fund to the
Distributor under paragraphs 2A and 2B hereof is not related directly to
expenses incurred by the Distributor on behalf of the Fund in serving as
Distributor, and paragraph 2 hereof does not obligate the Fund to reimburse the
Distributor for such expenses. The distribution and service fees set forth in
paragraphs 2A and 2B hereof will be paid by the Fund to the Distributor unless
and until this Amended Plan and Agreement is terminated or not renewed. If this
Amended Plan and Agreement is terminated or not renewed, any expenses incurred
by the Distributor an behalf of the Fund in excess of payments of the fees
specified in paragraphs 2A and 2B hereof which the Distributor has received or
accrued through the termination date are the sole responsibility and liability
of the Distributor, and are not obligations of the Fund.
8. Any other agreements related to this Amended Plan and Agreement shall not
take effect until approved in the manner provided for approval of this Amended
Plan and Agreement in paragraph 3.
9. The Distributor shall use its best efforts in rendering services to 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, the Distributor shall not be liable to the
Fund or to any shareholder of the Fund f or any act or failure to act by the
Distributor or any affiliated person of the Distributor or f or any loss
sustained by the Fund or its shareholders.
10. Nothing contained in this Amended Plan and Agreement shall prevent the
Distributor or any affiliated person of the Distributor 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.
11. This Amended Plan and Agreement may be terminated at any time by vote of a
majority of the Plan Directors, or by vote of a majority of the outstanding
voting securities of the Fund. This Amended Plan and Agreement shall
automatically terminate in the event of its assignment.
12. While this Amended Plan and Agreement is in effect, the selection and
nomination of directors who are not interested persons of the Fund shall be
committed to the discretion of the directors who are not interested persons.
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13. The Fund shall preserve copies of this Amended Plan and Agreement and any
other agreements related to this Amended Plan and Agreement and all reports made
pursuant to paragraph 5 hereof, for a period of not less than six years from the
date of this Amended Plan and Agreement, or the date of any such agreement or of
any such report, as the case may be, the first two years in an easily accessible
place.
14. For purposes of this Amended Plan and Agreement, "distribution activities"
shall mean any activities in connection with the Distributor's performance of
its services under this Amended Plan and Agreement and the Distribution
Agreement that are not deemed "service activities." "Service activities" shall
mean activities covered by the definition of "service fee" contained in Section
26(b) of the National Association of Securities Dealers, Inc.'s Rules of Fair
Practice, as amended.
15. As used in this Amended Plan and Agreement, the terms: "majority of the
outstanding voting securities," "interested person," and "assignment"
shall have the same meaning as those terms have in the Act.
16. This Amended Plan and Agreement shall be construed in accordance with the
laws of the State of New York and the Act. To the extent the applicable law of
the State of New York, or any at the provisions herein, conflict with the
applicable provisions of the Act, the latter shall control.
IN WITNESS WHEREOF, this Amended Plan and Agreement is executed on the
day and year set forth above in the City and State of New York.
---------------------------------
By:
BULL & BEAR SERVICE CENTER, INC.
By:
