SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of October 29, 1993 between Bull & Bear Funds II,
Inc., a Maryland corporation ("Fund"), and Bull & Bear Service Center, Inc.
("BBSC"), a Delaware corporation.
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Fund desires to retain BBSC to provide certain shareholder
services for the Fund and each Series of shares now existing or as hereinafter
may be established; and
WHEREAS, as a convenience to the Fund and its shareholders BBSC is
willing to furnish such services at cost and without a view to profit thereby;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints BBSC as agent to perform the
services for the period and on the terms set forth in this Agreement. BBSC
accepts such appointment and agrees to furnish the services herein set forth, in
return for the reimbursement specified in paragraph 3 of this Agreement. BBSC
agrees to comply with all relevant provisions of the 1940 Act and the Securities
Exchange Act of 1934, as amended ("1934 Act"), and applicable rules and
regulations thereunder in performing such services.
2. Services and Duties of BBSC. BBSC shall be responsible for the
following services relating to shareholders of the Fund ("Shareholders"): (a)
assisting the transfer agent in receiving and responding to written and
telephone Shareholder inquiries concerning their accounts; (b) processing
Shareholder telephone requests for transfers, purchases, redemptions, changes of
address and similar matters; (c) assisting as necessary in proxy solicitation;
(d) providing a service center for coordinating, researching and answering
general inquiries, as well as those required by legal
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process, regarding Shareholder account data; and (e) administering and
correcting Fund records as authorized by the Board of Directors of the Fund.
3. Reimbursement. For the performance of its obligations hereunder, the
Fund will reimburse BBSC the actual costs incurred with respect thereto,
including, without limitation, the following costs and all other expenses
related to the performance of BBSC's obligations hereunder: (a) benefits,
payroll taxes, and search costs of BBSC personnel; (b) telephone; (c) rent; (d)
equipment, including telephone PBX, answering machine, call distributor,
conversation recording machine and maintenance thereon; (e) blue sky
registration and filing for BBSC and its registered representatives; (f) travel
and meals; (g) mail, postage, and overnight delivery services; (h) allocated E&O
and fidelity bond insurance; (i) publications, memberships, and subscriptions;
(j) office supplies; (k) printing; (l) Shareholder service related training
courses; and (m) corporate audit and franchise taxes. Such costs and expenses
shall be allocated among the Fund and the other Bull & Bear Funds based on the
relative number of open Shareholder accounts and other factors deemed
appropriate by the Board of Directors of the Fund.
4. Cooperation with Accountants. BBSC shall cooperate with the Fund's
independent public accountants and shall take all reasonable action in the
performance of its obligations under this Agreement to assure that the necessary
information is made available to such accountants for the expression of their
unqualified opinion, including but not limited to the opinion included in the
Fund's semi-annual reports on Form N-SAR.
5. Equipment Failures. In the event of failures beyond
BBSC's control, BBSC shall take reasonable steps to minimize
service interruptions but shall have no liability with respect
thereto.
6. Responsibility of BBSC. BBSC shall be under no duty to take any
action on behalf of the Fund or any Series except as specifically set forth
herein or as may be specifically agreed to by BBSC in writing. In the
performance of its duties hereunder, BBSC shall be obligated to exercise care
and diligence, but shall not be liable for any act or omission which does not
constitute
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willful misfeasance, bad faith or gross negligence on the part of BBSC or
reckless disregard by BBSC of its duties under this Agreement. Without limiting
the generality of the foregoing or of any other provision of this Agreement, in
connection with its duties under this Agreement, BBSC shall not be liable for
delays or errors occurring by reason of circumstances beyond BBSC's control,
including acts of civil or military authorities, national emergencies, labor
difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation, communication
or power supply.
7. Indemnification. The Fund agrees to indemnify and hold harmless BBSC
and its agents from all taxes, charges, expenses, assessments, claims and
liabilities including (without limitation) liabilities arising under the
Securities Act of 1933, as amended, the 1934 Act and any state and foreign
securities and blue sky laws and regulations, all as or to be amended from time
to time, and expenses, including (without limitation) attorneys' fees and
disbursements arising directly or indirectly from any action or matter which
BBSC takes or does or omits to take or do.
8. Duration and Termination. This Agreement shall continue until
terminated by the Fund with respect to any or all Series thereof, or by BBSC.
Termination of this Agreement with respect to any given Series shall in no way
affect the continued validity of this Agreement or the performance thereunder
with respect to any other Series.
9. Amendments. This Agreement or any part thereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
10. Miscellaneous. This Agreement embodies the entire contract and
understanding between the parties hereto. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions thereof or otherwise affect their construction or effect. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their respective successors.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first above written.
ATTEST: BULL & BEAR FUNDS II, INC.
By: Xxxxxx X. Xxxxxxxx Xxxx X. Xxxxxxx
Secretary Co-President
ATTEST: BULL & BEAR SERVICE CENTER, INC.
By: Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx
Secretary Co-President
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