THE BEAR XXXXXXX FUNDS
FORM OF
SHAREHOLDER SERVICING AGREEMENT
We the Trust wish to enter into this Servicing Agreement with you
concerning the provision of support services to your clients ("Clients") who may
from time to time beneficially own Class A, Class B and/or Class C shares
("Shares") of the Portfolios (the "Portfolios") offered by us as set forth in
Schedule I, as amended from time to time.
The terms and conditions of this Servicing Agreement are as follows:
SECTION 1. You agree to provide personal or account maintenance
services to Clients who may from time to time beneficially own Shares to the
extent permissible under applicable statutes, rules and regulations. Such
services will include some or all of the following: (i) shareholder liaison
services; (ii) providing information periodically to Clients showing their
positions in Shares and integrating such statements with those of other
transactions and balances in Clients' other accounts serviced by you; (iii)
responding to Client inquiries relating to the services performed by you; (iv)
responding to routine inquiries from Clients concerning their investments in
Shares; and (v) providing such other similar services to Clients as we may
reasonably request to the extent you are permitted to do so under applicable
statutes, rules and regulations.
SECTION 2. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the aforementioned
services and assistance to Clients.
SECTION 3. Neither you nor any of your officers, employees or agents
are authorized to make any representations concerning us or the Shares except
those contained in our then current prospectuses and statement of additional
information, copies of which will be supplied by us to you, or in such
supplemental literature or advertising as may be authorized by us in writing.
SECTION 4. For all purposes of this Agreement you will be deemed to be
an independent contractor, and will have no authority to act as agent for us in
any matter or in any respect. By your written acceptance of this Agreement, you
agree to and do release, indemnify and hold us harmless from and against any and
all direct or indirect liabilities or losses resulting from requests,
directions, actions, or inactions of or by you or your officers, employees or
agents regarding your responsibilities hereunder or the purchase, redemption,
transfer or registration of Shares (or orders relating to the same) by or on
behalf of Clients. You and your employees will, upon request, be available
during normal business hours to consult with us or our designees concerning the
performance of your responsibilities under this Agreement.
SECTION 5. In consideration of the services and facilities provided by
you hereunder, we will pay to you, and you will accept as full payment therefor,
a fee at the annual rate of twenty-five one-hundredths of one percent (0.25%) of
the average daily net asset value of the shares beneficially owned by your
Clients for whom you are the dealer of record or holder of record or with whom
you have a servicing relationship (the "Clients' Shares"), which fee will be
computed daily (on the basis of 360-day year) and payable monthly. For purposes
of determining the fees payable under this Section 5, the average daily net
asset value of the Clients' Shares will be computed in the manner specified in
our Registration Statement (as the same is in effect from time to time) in
connection with the computation of the net asset value of Shares for purposes of
purchases and redemptions. By your written acceptance of this Agreement, you
agree to and do waive such portion of any fee payable to you hereunder to the
extent necessary to assure that such fee and other expenses required to be
accrued by us on any day with respect to the Clients' Share in any Fund that
declares its net investment income as a dividend to shareholders on a daily
basis does not exceed the income to be accrued by us to such Shares on that day.
The fee rate stated above may be prospectively increased or decreased by us, in
our sole discretion, at any time upon notice to you. Further, we may, in our
discretion and without notice, suspend or withdraw the sale of Shares, including
the sale of Shares to you for the account of any Client or Clients.
SECTION 6. Any person authorized to direct the disposition of monies
paid or payable by us pursuant to this Agreement will provide to our Board of
Trustees, and our Trustees will review, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
In addition, you will furnish us or our designees with such information as we or
they may reasonably request (including, without limitation, periodic
certifications confirming the provision to Clients of the services described
herein), and will otherwise cooperate with us and our designees (including,
without limitation, any auditors designated by us), in connection with the
preparation of reports to our Board of Trustees concerning this Agreement and
the monies paid or payable by us pursuant hereto, as well as any other reports
or filings that may be required by law.
SECTION 7. We may enter into other similar Servicing Agreements with
any other person or persons without your consent.
SECTION 8. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) the compensation payable to you in connection with
the investment of your Clients' assets in Shares will be disclosed by you to
your Clients, will be authorized by your Clients and will not be excessive; and
(ii) the series provided by you under this Agreement will in no event be
primarily intended to result in the sale of Shares.
SECTION 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee. Unless sooner
terminated, this Agreement will continue automatically for successive annual
periods provided such continuance is specifically approved at least annually by
us in the manner described in Section 12. This Agreement is terminable without
penalty at any time by us (which termination may be by a vote of a majority of
the Qualified Trustees as defined in Section 12) or by you upon written notice
to the other party hereto.
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SECTION 10. All notices and other communications to either you or us
will be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunication device to the appropriate address stated herein, or to such
other address as either party shall so provide the other.
SECTION 11. This Agreement will be construed in accordance with the
laws of the State of New York and is non-assignable by the parties hereto.
SECTION 12. This Agreement has been approved by vote of a majority of
(i) our Board of Trustees and (ii) those Trustees who are not "interested
persons" (as defined in the Investment Company Act of 1940) of us and have no
direct or indirect financial interest in this Agreement ("Qualified Trustees"),
cast in person at a meeting called for the purpose of voting on such approval.
SECTION 13. The names "The Bear Xxxxxxx Funds" and the "Board of
Trustees" refer respectively to the Trust created and the Trustees, as trustees
but not individually or personally, acting from time to time under an Amended
and Restated Declaration of Trust filed at the office of the State Secretary of
The Commonwealth of Massachusetts. The obligations of "The Bear Xxxxxxx Funds"
entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually but in such capacities, and
are not binding upon any of the Trustees, Shareholders or representatives of the
Trust personally, but bind only the Trust Property (as defined in the
Declaration of Trust), and all persons dealing with any class of Shares of our
must look solely to the Trust Property belonging to such class for the
enforcement of any claims against us.
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Very truly yours,
THE BEAR XXXXXXX FUNDS
Date: ____________________ By: ________________________
(Authorized Officer)
Title: Secretary
Accepted and Agreed to:
Date: ____________________ By: ________________________
(Authorized Officer)
Title: Vice President and Treasurer
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SCHEDULE I
This Shareholder Servicing Plan shall be adopted with respect to the
following Portfolios of The Bear Xxxxxxx Funds:
FUND CLASS A CLASS B CLASS C
S&P STARS Portfolio N/A .25% N/A
Large Cap Value Portfolio N/A .25% N/A
Small Cap Value Portfolio N/A .25% N/A
Total Return Bond Portfolio N/A .25% .25%
The Insiders Select N/A .25% N/A
Focus List Portfolio .25% .25% .25%
Balanced Portfolio .25% .25% .25%
High Yield Total Return .25% .25% .25%
Portfolio
International Equity Portfolio .25% .25% .25%
