AGENCY AGREEMENT
This Agency Agreement is made as of November 19, 1994 by and between
Bull & Bear Funds II, Inc., a Maryland corporation, having its principal office
and place of business at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(hereinafter referred to as "Bull & Bear"), and Supervised Service Company,
Inc., a Delaware corporation, having its principal office and place of business
at 000 Xxxxx XxXxxxx, Xxxxxxx, XX (hereinafter referred to as the "Agent").
WHEREAS, Agent is the transfer agent of Bull & Bear's mutual funds
("Funds"), which Funds are listed on the attached Exhibit A; and
WHEREAS, Bull & Bear is the sponsor of certain Individual Retirement
Accounts (the "Accounts") in the Funds; and
WHEREAS, Bull & Bear wishes to retain the Agent to perform certain
recordkeeping and other duties which have been delegated to Bull & Bear by
Investors Bank & Trust Company ("IBT") as Custodian for the Accounts pursuant to
the Service and Agency Agreement ("SAA") attached hereto as Exhibit B and the
Agent wishes to perform such duties.
NOW, THEREFORE, Bull & Bear and the Agent agree as follows:
1. Bull & Bear hereby retains and employs the Agent to perform the
duties described herein. The Agent accepts such employment and agrees to perform
such duties.
2. The Agent shall, in fulfilling its duties hereunder, act in good
faith, with due diligence, and without negligence. The Agent shall perform its
duties in accordance with the copy of the Individual Retirement Account
Custodial Agreement which is attached hereto and made a part hereof ("Custodial
Agreement") and present and future requirements of Section 408(a) of the
Internal Revenue Code and any rule or regulation issued in interpretation of
Section 408(a) and applicable law ("IRS Requirements").
3. The duties of the Agent will include the following:
(a) Receiving all Accounts which are in existence, opening new
Accounts and receiving cash contributions for Accounts;
(b) Making distributions from Accounts as well as withholding tax
in accordance with the provisions of the Custodial Agreement and
IRS Requirements.
(c) Preparing and delivering all returns, reports, proxies,
valuations, and accounting in accordance with IRS Requirements
and as reasonably required by Bull & Bear or by IBT. (d)
Maintaining all records for the Accounts in accordance with IRS
Requirements and as reasonably required by Bull & Bear or by IBT;
and
(e) assuming all duties and obligations of Bull & Bear as set
forth in Article 4.4(a) of the SAA.
4. Agent agrees to permit Bull & Bear and IBT to conduct review
procedures as either may deem necessary to monitor the activities of the Agent
under this Agreement. The Agent also agrees to perform or have performed such
audit review procedures of those activities as Bull & Bear and IBT may
reasonably request at the expense of Bull & Bear.
5. No provision of this Agreement shall modify or supersede any
provision of the Transfer Agency Agreements executed by the Agent and Bull &
Bear.
6. Bull & Bear agrees to indemnify and exonerate, save and hold Agent
harmless from and against any and all claims (whether with or without basis in
fact or law), demands, expenses (including reasonable attorneys' fees) and
liabilities of any nature which Agent may sustain or incur unless such claims,
demands, expenses, and liabilities are caused as a result of Agent's bad faith,
willful misconduct, negligence or failure to perform its duties hereunder in
accordance with the standards set forth herein.
7. This Agreement may be terminated at any time by mutual consent of
the parties hereto or upon thirty (30) days' written notice by either party.
Further, this Agreement may be immediately terminated by either party in the
event the Bull & Bear appoints a successor Custodian as provided in the
Custodial Agreement. Upon
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termination, Agent shall transfer the records of the Accounts as directed by
Bull & Bear at Bull & Bear's expense.
8. For its services hereunder, Agent shall be entitled to receive 75%
of all annual maintenance (fiduciary) fees collected from the accounts.
9. No modification or amendment of this Agreement shall be valid or
binding on the parties unless made in writing and signed on behalf of each of
the parties by their respective duly authorized officers or representatives.
10. Notices shall be communicated by fax and first class mail, or by
such other means as the parties may agree, to the persons and addresses
specified below or to such other persons and addresses as the parties may
specify in writing.
If to Bull & Bear Funds II, Inc.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
with copy to: Bull & Bear Service Center, Inc.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Legal Department
If to Agent: Supervised Service Company, Inc.
Attn: Xxxxxx X. Xxxxxxxxx
000 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
with copy to: Supervised Service Company, Inc.
Legal Department
Attn: Xxxxxx X. Xxxxxxx, Xx.
000 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
11. This Agreement shall be governed by the laws of the State
of Missouri.
12. This Agreement may be executed in any number of
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counterparts, and by the parties hereto on separate counterparts, each of which
when so executed shall be deemed an original and all of which when taken
together shall constitute one and the same agreement.
Executed by the parties on the date(s) set forth below.
BULL & BEAR FUNDS II, INC.
"BULL & BEAR"
By: /s/
Xxxxxx X. Xxxxxxx
Its: Co-President
Date: 11/14/95
SUPERVISED SERVICE COMPANY, INC.
"AGENT"
By: /s/
Its: Senior Vice President
Date: 11/15/94
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EXHIBIT A - Dated November 19, 1994
Bull & Bear Dollar Reserves
Bull & Bear Global Income Fund
Bull & Bear Gold Investors Ltd.
Bull & Bear Municipal Income Fund
Bull & Bear Quality Growth Fund
Bull & Bear Special Equities Fund, Inc.
Bull & Bear U.S. and Overseas Fund
Bull & Bear U.S. Government Securities Fund
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