BULL & BEAR U.S. AND OVERSEAS FUND
PLAN AND AGREEMENT OF DISTRIBUTION
PLAN AND AGREEMENT made this 23th day of September, 1993, by and between BULL &
BEAR FUNDS I, INC., a corporation organized under the laws of the State of
Maryland (the "Corporation"), with respect to its series designated BULL & BEAR
U.S. AND OVERSEAS FUND (the "Fund"), and BULL & BEAR SERVICE CENTER. INC., a
corporation organized under the laws of the State of Delaware (the
Distributor").
WHEREAS, the Corporation is registered under the Investment Company Act of 1940,
as amended (the "Act") as an open-end management investment company and has a
distinct series of shares of common stock, which corresponds to a distinct
portfolio and has been designated as the Bull & Bear U.S. and Overseas Fund
("Fund"); and
WHEREAS, the Corporation 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;
NOW, THEREFORE, the Corporation hereby adopts this amended plan of distribution
(the "Amended Plan and Agreement") with respect to the Fund, in accordance with
Rule 12b-l 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
Corporation who are not " interested persons" of the Corporation and have
no direct or indirect financial interest in the operation of this Amended
Plan and Agreement or any agreement related to it (the "Rule 12b-l
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.
4. This Amended Plan and 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 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 Ac
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
7. The amount of the 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 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 on 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 dudes or reckless disregard of
its obligations and duties hereunder, the Distributor shall not be liable
to the Corporation, the Fund or to any shareholder of the Corporation for
any act or failure to act by the Distributor or any affiliated person of
the Distributor or for any loss sustained by the Corporation, the Fund or
the Corporation's 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 Rule 12b-l 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 Corporation
shall be committed to the discretion of the directors who are not
interested persons.
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 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 of 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.
BULL & BEAR FUNDS I, INC.
BULL & BEAR SERVICE
CENTER. INC.
