AGREEMENT BETWEEN
INVESTOR SERVICE CENTER, INC.
AND
HANOVER DIRECT ADVERTISING COMPANY, INC.
AGREEMENT made this ___ day of _____, 1995 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 Bull & Bear
Advisers, Inc. (the "Investment Manager"), the investment manager to Bull & Bear
Funds II, 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
HDACAGMT.F2
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 xxxx the Distributor at standard industry rates, which includes
commissions. HDAC will absorb any of its costs exceeding such commissions.
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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 0000 Xxx) and have no
direct or indirect financial inter est 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.
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
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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
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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.
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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: ________________________________
HANOVER DIRECT ADVERTISING COMPANY, INC.
By: ________________________________
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