AGREEMENT
FOR SUBSCRIPTION AGENT SERVICES
between
BULL & BEAR GLOBAL INCOME FUND, INC.
and
STATE STREET BANK & TRUST COMPANY
This Agreement sets forth the terms and conditions under which State Street
Bank & Trust Company ("State Street Bank") will serve as Subscription
Agent, pursuant to the terms and conditions set forth in the Prospectus of
Bull & Bear Global Income Fund, Inc. with respect to the Rights Offering,
as the same may be amended or supplemented.
A. TERM
The term of this Agreement shall be for a period of six (6) months,
commencing from the effective date of this Agreement.
B. FEES FOR SERVICES
For the services stated in Section C provided by State Street Bank
under this Agreement of Bull & Bear Global Income Fund, Inc.
$15,000.00 Administrative Fee
$ 3.00 Per Subscription Certificate Issued and Mailed (if
Machine Enclosed)
$ 9.50 Per Subscription Certificate Received and Processed
for each Beneficial Holder and Registered Holder
$ 12.50 Per Defective Subscription Certificate Received and
Processed (Telephone Calls if Necessary)
$ 15.00 Per Notice of Guaranteed Delivery Received
$ 2.00 Per Account, for Proration
$ 1.25 Per Refund Check Issued
$ 2.00 Per Broker Split Certificate Issued
$ 15.00 Per Withdrawal of Subscription Certificate,
If Applicable
$ 1,000.00 New York Window Fee Upon Expiration
$ 3,000.00 Per Offer Extension
C. STANDARD SERVICES
State Street Bank & Trust agrees to provide the following services to
Bull & Bear Global Income Fund, Inc. in accordance with the standard
fees set forth in Section B hereinabove.
1. Designation of an operational Task Force.
2. Design of Subscription Certificate.
3. Calculating Rights to be distributed to each shareholder according
to the formula approved by Bull & Bear Global Income Fund, Inc.
4. Issuance and mailing of Subscription Certificates to registered
shareholders.
5. Preparation of a daily exercise journal.
6. Tally of Rights received and exercised.
7. Receipt summation and investment of checks received.
8. Affixing legends to appropriate stock certificates, where
applicable.
9. Issuance and mailing of stock certificates or checks.
10. Handling of shareholder inquiries related to the rights offerings
as referred by the Information Agent.
11. Calculation, issuance and mailing of proration and/or
over-subscription checks if applicable.
D. LIMITATIONS
Fees effective for a period of six (6) months following effective
date of the Agreement.
E. ITEMS NOT COVERED
Items not included in the fees set forth in this Agreement for
"Standard Services" or in Section B hereinabove are to be billed
separately, on an appraisal basis (eg. escrow investment services).
Services required by legislation or regulatory fiat which become
effective after the date of this Agreement shall not be a part of the
Standard Services and shall be billed by appraisal.
All out-of-pocket expenses such as postage, insurance, stationary,
facsimile charges, cost of disposal of excess material, etc., will be
billed as incurred.
Funds to cover postage expenses in excess of $5,000 for shareholder
mailings must be received by State Street Bank one business day prior
to the scheduled mailing date. Postage expenses less than $5,000 will
be billed incurred.
Overtime charges will be assessed in the event of late delivery of
material for mailings to shareholders unless the mail date is
rescheduled. Such material includes, but is not limited to:
Subscription Certificate, Notice of Guaranteed Delivery, Return
Envelope, Shareholder Letter, W-9 Guideline Form, and Prospectus.
Receipt of material for mailing to shareholders by State Street Bank
Mail Unit must be in accordance with Shareholder Services' Schedule
of Required Material Delivery Time Frames.
F. MINIMUM FEE
$5,000 (should the Offer be canceled for any reason after a
period of active employment)
G. PAYMENT FOR SERVICES
It is agreed that the Administrative Fee of $15,000 will be paid in
advance and the remaining fees for services rendered will be paid on
a monthly basis.
H. ASSIGNABILITY
State Street Bank and Trust, with the consent of the Company,
subcontract for the performance hereof with (I) Boston EquiServe,
L.P., a Delaware limited partnership which is duly registered as a
transfer agent pursuant to Section 17A(c)(2) of the Securities
Exchange Act of 1934 ("Section 17A(c)(2)"), (ii) a subsidiary duly
registered as a transfer agent pursuant to "Section 17A(c)(2), (iii)
an affiliate, or (iv) other subcontractors, which consent will not be
unreasonably withheld; provided, however, that State Street Bank and
Trust shall be fully responsible to the Company for the acts or
omissions of any subcontractor as it is for its own acts or
omissions.
I. CONFIDENTIALITY
The pricing information contained in this Agreement is confidential
and proprietary in nature. By receiving this Agreement, Bull & Bear
Global Income Fund, Inc. agrees that none of its director, officers,
employees, or agents without the prior written consent of State
Street Bank and Trust, will divulge, furnish or make accessible to
any third party, except as permitted by the next sentence, any part
of this Agreement of information in connection therewith which has
been or may be made available to it. In this connection Bull & Bear
Global Income Fund, Inc. agrees that it will limit access to the
Agreement and such information to only those officers or employees
with responsibilities for analyzing the Agreement and to such
independent consultants hired expressly for the purpose of assisting
in such analysis. In addition, Bull & Bear Global Income Fund, Inc.
agrees that any persons to whom such information is properly
disclosed shall be informed of the confidential nature of the
Agreement and the information relating thereto, and shall be directed
to treat the same appropriately.
J. CONTRACT ACCEPTANCE
In witness whereof, the parties hereto have caused this Agreement to
be executed by their respective officers, hereunto duly agreed and
authorized, as of the effective date of this Agreement.
STATE STREET BANK & TRUST BULL & BEAR GLOBAL INCOME
COMPANY FUND, INC.
By:___________________________ By:_____________________________
Title:________________________ Title:__________________________
Date:_________________________ Date:___________________________
