e~navigator Fund
FORM OF
Service Agreement
AGREEMENT made this ___ day of ______, 1998 by and between e~navigator
Fund, a Massachusetts business trust (the "Fund"), and Interactive Financial
Solutions, Inc., a Massachusetts corporation (the "Servicing Agent").
WITNESSETH:
WHEREAS, the Fund and the Servicing Agent wish to enter into an agreement
setting forth the terms upon which the Servicing Agent will provide, or arrange
with other parties for the provision of, certain services for the Fund;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1.(a) The Servicing Agent agrees to provide, or arrange with other parties
for the provision of, certain Electronic Services (as defined in Section 2
hereof) to the Fund. The Servicing Agent shall, except to the extent expressly
provided or authorized in writing, have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.
(b) The Fund expressly agrees that the Servicing Agent may delegate any
or all of its responsibilities hereunder with respect to the provision of
Electronic Services to one or more other parties (each such party, a "Servicing
Sub-Agent") selected by the Servicing Agent. Any Servicing Sub-Agent may (but
need not) be affiliated with the Servicing Agent.
2. As used in this Agreement, "Electronic Services" means all software
and technical services necessary to provide and support the following:
(a) a cash management account (the "Money Management Account") to be
used either in conjunction with the "e~navigator Financial Organizer" or
directly by Fund customers (each, an "e~navigator Customer");
(b) paper checkwriting;
(c) automatic transfers of cash between the Fund and brokerage
accounts;
(d) direct deposits into and withdrawals from each e~navigator
Customer's Money Management Account;
(e) an electronic or telephonic xxxx pay program, under which the
Servicing Agent agrees to execute the delivery of all xxxx payments as
instructed by each e~navigator Customer, unless one or more of the following
conditions occurs: (i) erroneous or incomplete information is provided by the
e~navigator Customer, (ii) insufficient funds are available in the Money
Management Account; (iii) a payee cannot or will not accept a payment delivered
by the xxxx pay service; (iv) the e~navigator Customer does not follow the
operating instructions (which will be provided to each e~navigator Customer);
(f) debit card for purchase and ATM use;
(g) electronic fund transfers from each e~navigator Customer's Money
Management Account;
(h) expense category coding (of paper checkwriting or electronic xxxx-
pay); and
(i) provision of the following information available through
e~navigator Financial Organizer to e~navigator Customers: Money Management
Account balances, electronic xxxx paying activity, money market
activity/statement data, check activity and debit card activity;
(j) a comprehensive annual summary that will provide e~navigator
Customers with a summary of their brokerage activity, a detailed summary of
their check activity by expense category, as well as listing of debit card
activity, sorted by merchant types; and
(k) such other services as the Fund and the Servicing Agent may
mutually agree upon.
3. All activities undertaken by the Servicing Agent or any Servicing Sub-
Agent pursuant to this Agreement shall at all times be subject to the
supervision and control of the Board of Trustees of the Fund, any duly
constituted committee thereof or any officer of the Fund acting pursuant to like
authority.
4. The services to be provided by the Servicing Agent or any Servicing
Sub-Agent hereunder are not to be deemed exclusive and the Servicing Agent and
each Servicing Sub-Agent shall be free to render similar services to others, so
long as the services provided hereunder are not impaired thereby.
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5. As full compensation for all services rendered, facilities furnished
and expenses borne by the Servicing Agent hereunder, the Fund shall pay the
Servicing Agent compensation at the annual rate of 5.00% of the Fund's average
daily net assets. Such compensation shall be payable monthly in arrears or at
such other intervals, not less frequently than quarterly, as the Board of
Trustees of the Fund may from time to time determine and specify in writing to
the Servicing Agent. The Servicing Agent hereby acknowledges that the Fund's
obligation to pay such compensation is binding only on the assets and property
belonging to the Fund.
6. It is understood that any of the shareholders, trustees, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Servicing Agent, any
affiliated person of the Servicing Agent, any organization in which the
Servicing Agent may have an interest or any organization which may have an
interest in the Servicing Agent; that the Servicing Agent, any such affiliated
person or any such organization may have an interest in the Fund; and that the
existence of any such dual interest shall not affect the validity hereof or of
any transactions hereunder except as otherwise provided in the agreement and
declaration of trust of the Fund, the articles of organization of the Servicing
Agent or specific provisions of applicable law.
7. This Agreement shall become effective as of the date of its execution,
and
(a) this Agreement may at any time be terminated on sixty days'
written notice to the Servicing Agent either by vote of the Board of
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Fund; and
(b) this Agreement may be terminated by the Servicing Agent on ninety
days' written notice to the Fund.
Termination of this Agreement pursuant to this section 7 shall be without
the payment of any penalty.
8. Use of "e~navigator." The Servicing Agent has a proprietary interest
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in the phrase "e~navigator," which may be used by the Fund only with the consent
of the Servicing Agent. The Servicing Agent consents to the use by the Fund of
the name "e~navigator Fund" or any other name embodying the phrase
"e~navigator," in such forms as the Servicing Agent shall in writing approve,
but only on condition and so long as (i) this Agreement shall remain in full
force and (ii) the Fund shall fully perform, fulfill and comply with all
provisions of this Agreement expressed herein to be performed, fulfilled or
complied with by it. No such name shall be used by the Fund at any time or in
any place or for any purpose or under any conditions except as in this section
provided. The foregoing authorization by the Servicing Agent to the Fund to use
said phrase as part of a business or name is not exclusive of the rights of the
Servicing Agent itself to use, or to authorize others to use, the same; the Fund
acknowledges and agrees that as between the Servicing Agent and the Fund, the
Servicing Agent has the exclusive right so to use, or authorize others to use,
said phrase, and the Fund agrees to take such action as
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may reasonably be requested by the Servicing Agent to give full effect to the
provisions of this section (including, without limitation, consenting to such
use of said phrase). Without limiting the generality of the foregoing, the Fund
agrees that, upon any termination of this Agreement by either party or upon the
violation of any of its provisions by the Fund, the Fund will, at the request of
the Servicing Agent made within six months after the Servicing Agent has
knowledge of such termination or violation, use its best efforts to change the
name of the Fund so as to eliminate all reference, if any, to the phrase
"e~navigator" and will not thereafter transact any business in a name containing
the phrase "e~navigator" in any form or combination whatsoever, or designate
itself as the same entity as or successor to an entity of such name, or
otherwise use the phrase "e~navigator" or any other reference to the Servicing
Agent. Such covenants on the part of the Fund shall be binding upon it, its
trustees, officers, shareholders and creditors and all other persons claiming
under or through it.
9. This Agreement may not be amended without the consent of each of the
parties.
10. In the absence of willful misfeasance, bad faith or gross negligence
on the part of the Servicing Agent, or reckless disregard of its obligations and
duties hereunder, the Servicing Agent shall not be subject to any liability to
the Fund, to any shareholder of the Fund or to any other person, firm or
organization, for any act or omission in the course of, or connected with,
rendering services hereunder.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
e~navigator Fund Interactive Financial Solutions, Inc.
By_________________________ By____________________________
[ ] [ ]
Senior Vice President Senior Vice President
NOTICE
A copy of the Agreement and Declaration of Trust establishing e~navigator
Fund (the "Fund") is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Fund by officers of the Fund as officers and not individually and
that the obligations of or arising out of this Agreement are not binding upon
any of the trustees, officers or shareholders individually but are binding only
upon the assets and property belonging to the Fund.
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