AGREEMENT BETWEEN
BULL & BEAR SERVICE CENTER, INC.
AND
HANOVER DIRECT ADVERTISING COMPANY, INC.
AGREEMENT made this 29th day of April, 1993 by and between BULL & BEAR
SERVICE CENTER, INC., a corporation organized under the laws of the State of
Delaware (the "Distributor") and HANOVER DIRECT ADVERTISING COMPANY, INC., a
corporation organized under the laws of the State of Delaware ("HDAC").
WHEREAS, the Distributor and HDAC are affiliates of Bull & Bear
Advisers, Inc. (the "Investment Manager"), the investment manager to Bull &
Bear Special Equities Fund, Inc. (the "Fund"); and
WHEREAS, the Distributor has been retained by the Fund to provide
services and personnel, to render services to the Fund, and to incur expenses on
behalf of the Fund in accordance with a plan and agreement of distribution
pursuant to Rule 12b-1 (the "Plan") adopted by the Fund under the Investment
Company Act of 1940 (the "1940 Act"); and
WHEREAS, HDAC is an advertising agency and desires to provide the
Distributor with marketing services; and
WHEREAS, the Distributor desires to enter into an agreement with HDAC
pursuant to the Plan;
NOW THEREFORE, in accordance with Rule 12b-1 of the 1940 Act, the
Distributor and HDAC hereby enter into this agreement (the "Agreement") on the
following terms and conditions: 1. HDAC will provide services to the Distributor
on behalf of the Fund and the other Bull & Bear Funds.
2. All expenses incurred hereunder shall be deemed expenses incurred under the
Plan.
3. HDAC shall ▇▇▇▇ the Distributor at standard industry rates, which includes
commissions. HDAC will absorb any of its costs exceeding such commissions.
4. This Agreement shall not take effect until it has been approved by the vote
of a majority of both (i) those directors of the Fund who are not "interested
persons" of the Fund (as defined in the ▇▇▇▇ ▇▇▇) and have no direct or indirect
financial interest in the operation of this Agreement or the Plan or any other
agreement related to it (the "12b-1 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-Agreement and such related Agreements.
5. This 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 the Plan. 6. HDAC shall
provide to the Board of Directors of the Fund and the directors shall review, at
least quarterly, a written report of all expenditures made pursuant to this
Agreement, and the purposes for which such expenditures were made. 7. HDAC shall
use its best efforts in rendering services to the Distributor and the Fund
hereunder, but in the absence of willful misfeasance, bad faith, or gross
negligence in the performance of its duties or reckless disregard of its
obligations and duties hereunder, HDAC shall not be liable to the Distributor or
the Fund or to any shareholder of the Fund for any act or failure to act by HDAC
or any affiliated person of HDAC or for any loss sustained by the Fund or its
shareholders. 8. Nothing contained in this Agreement shall prevent HDAC or any
affiliated person of HDAC 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.
9. This Agreement may be terminated at any time by vote of a
majority of the Rule 12b-1 Directors, or by vote of a majority of the
outstanding voting securities of the Fund. This Agreement shall automatically
terminate in the event of its assignment, as defined in the 1940 Act.
10. This Agreement may not be modified in any manner which would materially
increase the amount of money to be spent pursuant to the Plan and no material
amendment to this Agreement shall be made unless approved in the manner provided
for approval and annual renewal above.
11. The Fund shall preserve copies of this Agreement and all reports made
pursuant to paragraph 6 hereof, for a period of not less than six years from the
date of this Agreement, the first two years in an easily accessible place.
12. This Agreement shall be construed in accordance with the laws of the State
of New York and the applicable provisions of the 1940 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 1940 Act, the latter shall
control.
IN WITNESS WHEREOF, the Distributor and HDAC have executed this
Agreement on the day and year set forth above in the City and State of New York.
BULL & BEAR SERVICE CENTER, INC.
By:
HANOVER DIRECT ADVERTISING COMPANY, INC.
By:
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