BROKER SERVICES AGREEMENT
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FORM OF
BROKER SERVICES AGREEMENT
AGREEMENT dated this _________, 1995 by and between Investor Service
Center, Inc. ("Service Center") with regard to each Fund listed in Exhibit A to
this Agreement (each a "Fund" and collectively the "Funds") and ________ (the
"Broker").
WHEREAS, each Fund is an open-end investment company registered under
the Investment Company Act of 1940, as amended, and its Shares are registered
under the Securities Act of 1933, as amended (the "1933 Act"),
WHEREAS, the Broker desires to provide certain services to its
customers who beneficially own shares of the Funds ("Shares") through one or
more omnibus or National Securities Clearing Corporation Networking accounts
("Accounts") registered in the name of the Broker or its nominee (such customers
hereinafter referred to as "Customer-Shareholders"),
WHEREAS, the Funds desire to facilitate the servicing of such
Customer-Shareholders,
NOW, THEREFORE, it is agreed as follows:
1. The Broker may establish Accounts with the Funds. The Broker will
perform certain services, as contemplated by Section 26(b)(9) of Article III of
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc. ("NASD"), for the Customer-Shareholders with regard to the Accounts,
including without limitation, personal services and/or the maintenance of
shareholder accounts and pay any costs in connection therewith.
2. As compensation for its services, Service Center will pay the Broker
a service fee as set forth in Exhibit A to this Agreement. This fee shall be
payable with respect to Shares of a Fund only after, for so long as, and to the
extent that Service Center has received an amount equal to the fee payable to
the Broker from such Fund for such Shares.
3. The Broker represents that at all times while this Agreement is in
effect it will have or cause to be furnished at its expense the necessary
facilities, equipment and personnel to perform its services hereunder in a
business-like and competent manner and in compliance with all applicable laws,
including those regarding the maintenance and retention of records. The Broker
shall provide security as necessary to prevent unauthorized use of any on-line
computer facilities, if applicable. As appropriate, the Broker may establish and
maintain records to identify the interests of Customer-Shareholders in the
Accounts; process in the Accounts purchase and sale of Shares requests by
Customer-Shareholders; confirm transactions in the Accounts to
Customer-Shareholders as required by rule 10b-10 of the Securities Exchange Act
of 1934 (the "1934 Act"); provide Customer-Shareholders with Fund information,
including periodic shareholder reports, prospectuses, and reports on the
taxability of Fund dividends and distributions; change dividend and distribution
reinvestment or disbursement options, account registrations, and addresses at
the request of Customer-Shareholders; withhold taxes as required by the Internal
Revenue Code of 1986; disburse to Customer-Shareholders or reinvest in Accounts
dividends and distributions; prepare and deliver to Customer-Shareholders and
applicable taxing authorities information as required by the Funds' prospectuses
or such taxing authorities with respect to such Customer-Shareholders.
4. The Broker agrees to abide by the Rules of Fair Practice of the NASD
and all applicable Federal and state laws. The signing of this Agreement and the
purchase of Shares pursuant hereto is a representation to Service Center that
the Broker is a member in good standing of the NASD and a properly registered
broker/dealer under the 1934 Act. Nothing in this Agreement shall be deemed or
construed to make the Broker an employee, agent, representative or partner of
any of the Funds or Service Center or be inferred as requiring the Funds or
Service Center to review the practices, procedures, or controls of the Broker.
The Broker is not authorized to act for the Funds or Service Center or to make
any representations on behalf of the Funds or Service Center. This Agreement
shall terminate automatically in the event of the Broker's ceasing to be a
member in good standing of the NASD or upon the occurrence of any event adverse
ly affecting the Broker's registration as a broker/dealer under the 1934 Act.
5. Where applicable, the Broker warrants and represents that all
Customer-Shareholders are aware that they are transacting business with the
Broker and not the Funds or Service Center, and that such Customer-Shareholders
will look only to the Broker for resolution of problems or discrepancies in the
Accounts. The Broker shall be solely responsible for any discrepancies between
the Accounts and any sub-accounts maintained by the Broker on behalf of its
customers. Service Center agrees to assist the Broker to resolve such
discrepancies. The records of the Fund regarding transactions in the Accounts
and Shares held in such Accounts shall be definitive. In all sales of Shares,
the Broker shall act as agent for its Customer-Shareholders and in no
transaction shall the Broker have any authority to act as agent for the Funds.
All
BROKER SERVICES AGREEMENT
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orders for Shares are subject to acceptance or rejection by a Fund in its sole
discretion. Orders for Shares shall be effective only upon receipt in proper
form by the Fund.
6. It is understood that all Shares held in the Accounts will be
uncertificated and registered in the name of the Broker or its nominee by book
entry in the stock transfer books of the Fund or its transfer agent.
7. No person is authorized to make any representations concerning the
Shares except those contained in the Prospectus and Statement of Additional
Information and in such printed information subsequently issued by the Fund as
information supplemental to the Prospectus and Statement of Additional
Information, including without limitation, periodic shareholder reports and
proxy solicitation materials (collectively the "Materials"). The Broker will be
purchasing Shares as agent for its Customer-Shareholders in reliance solely on
the representations contained in the Materials.
8. Where applicable, the Broker agrees that it will not offer or sell
any Shares except under circumstances that will result in compliance with all
applicable Federal and state securities laws. In connection with sales and
offers to sell Shares, the introducing Broker or Broker agrees to furnish to
each person to whom any sale or offer is made, at or prior to the time of
offering or sale, a copy of the Prospectus and, if requested, the Statement of
Additional Information of the relevant Fund. The Broker agrees that it will not
furnish to any person any information relating to such Fund that is inconsistent
in any respect with the information contained in the relevant Prospectus and
Statement of Additional Information or cause any written material to be used in
connection with sales of Shares or any advertisement to be published in any
newspaper, broadcast by television, radio or other means or posted in any public
place without the prior written consent of the Fund, such consent not to be
unreasonably withheld.
9. Upon the Broker's request, Service Center will inform the Broker as
to the states and jurisdictions in which it believes the Shares have been
qualified for sale under, or are exempt from the requirements of, the respective
securities laws of such states and jurisdictions, but Service Center assumes no
responsibility or obligation as to the Broker's right to sell Shares in any
state or jurisdiction.
10. The Broker shall indemnify the relevant Fund from and against any
and all claims, liability, expense, or loss in any way arising out of or in any
way connected with any unauthorized representation by the Broker concerning the
Shares described in paragraph 7 hereof, noncompliance by the Broker with the
matters set forth in paragraph 8 hereof, and non-qualified or non-exempt Shares
sales described in paragraph 9 hereof.
11. This Agreement may be terminated at any time without penalty by
Service Center or the Broker. This Agreement shall automatically terminate in
the event of its assignment. The provisions contained in paragraph 10 hereof
regarding indemnity shall survive the termination of this Agreement.
12. Except as otherwise noted, any notice to the other party hereto
shall be duly given if mailed or telecopied to such party at the address thereof
specified below. This Agreement shall be governed by and construed in accordance
with the laws (except for conflict of law rules) of the State of New York. Each
party hereto may enter into similar agreements with others without the consent
of the other party hereto. This Agreement shall be in substitution for any prior
agreements between the parties regarding Shares of the Funds. This Agreement is
not assignable by either party hereto. Nothing in this Agreement is intended to
confer upon any person other than the parties hereto and their successors, any
rights or remedies under or by reason of this Agreement. If any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder shall not be affected thereby.
13. The terms "Prospectus" and "Statement of Additional Information" as
used herein refer respectively to the prospectuses and statements of additional
information forming parts of the effective registration statements on Form N-1A
of the Funds under the 1933 Act, as then supplemented or amended.
BROKER SERVICES AGREEMENT
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INVESTOR SERVICE CENTER, INC.
By: ________________________
Xxxxxx X. Xxxxxxx
As: President
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
000-000-0000
AGREED AND ACCEPTED:
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Signature
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Signer's Name
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Signer's Title
EXHIBIT A
The service fee shall be payable monthly and computed on the aggregate
average monthly balances over $100,00 (except Midas Fund, Inc.) of the Broker's
Customer-Shareholders at the annual rate of:
0.35% for
Bull & Bear Gold Investors Ltd.
Bull & Bear Quality Growth Fund
Bull & Bear Special Equities Fund, Inc.
Bull & Bear U.S. and Overseas Fund
0.25% FOR
Midas Fund, Inc.
Bull & Bear Global Income Fund
Bull & Bear Municipal Income Fund
Bull & Bear U.S. Government Securities Fund
Bull & Bear Dollar Reserves
