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EXHIBIT 99.B6-4
Servicing Agreement
With NISC
NO TRANSACTION FEE FUND SERVICING AGREEMENT
This Agreement is made as of March 26, 1997, by and between National
Investor Services Corp. ("NISC"), located at 00 Xxxxx Xxxxxx, Xxx Xxxx, XX, and
Haven Capital Management Trust (the "Fund"), located at X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000.
WHEREAS, NISC functions as a clearing agent for introducing
broker-dealers/correspondents ("participating correspondents") and in such
capacity performs traditional operational functions, including execution and
clearance of trades and custody of Client-shareholders' funds and securities;
WHEREAS, NISC or participating correspondents will execute orders for
new shares free of transaction charges to the client/shareholders, provided
certain minimum purchase amount criteria are met, as same may be modified from
time to time ("Program shares");
WHEREAS, the Fund desires to have NISC perform certain recordkeeping,
shareholder communication, and other services;
NOW THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, the parties agree as follows:
1. Services
a. NISC agrees to perform certain services for the Client-shareholders
as more particularly set forth below. "Client-shareholders" shall mean those
participating correspondent clients who maintain an interest in an omnibus
account with the Fund registered in NISC's name for their exclusive benefit and
who receive services from NISC under this Agreement.
b. NISC represents and warrants that it has and will continue at all
times (i) to maintain necessary facilities, equipment and personnel to perform
its services hereunder and (ii) comply with applicable laws, rules and
regulations including the maintenance and preservation of all required records
and registrations.
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c. NISC represents and warrants that all Client-shareholders are aware
that they are transacting business with NISC and not the Fund, and that they
will look only to NISC and not the Fund for resolution of problems or
discrepancies in their accounts.
d. NISC agrees that it will establish with the Fund one or more omnibus
accounts registered in NISC's name for the exclusive benefit of its customers
who are Client-shareholders in the Fund, and will perform various services for
the Client-shareholders in those accounts, including without limitation:
establishing and maintaining records of Client-shareholders' accounts;
processing purchase and redemption transactions; confirming Client-shareholder
transactions; answering routine client inquiries regarding the Fund; providing
assistance to Client-shareholders in effecting changes to their dividend
options, account designations and addresses; withholding taxes on non-resident
alien accounts; disbursing income dividends and capital gains distributions;
reinvesting dividends and distributions; preparing and delivering to
Client-shareholders, and state and federal authorities including the United
States Internal Revenue Service, such information respecting dividends and
distributions paid by the Funds as may be required by law, or regulation;
withholding on dividends and distributions as may be required by state or
Federal authorities from time to time; and such other services as the Fund may
reasonably request.
e. NISC shall maintain all historical Client-shareholder records
consistent with requirements of all applicable laws, rules and regulations. Upon
request of the Fund, NISC shall provide copies of written communications
regarding the Fund to or from such Client-shareholders. NISC shall upon request
make available to the Fund such records or communications as may be necessary to
determine the number of Client-shareholders in each NISC omnibus account. If, at
any time, the Fund determines NISC's practices, procedures or controls to be
inadequate, written notice of such inadequacy shall be given to NISC, and NISC
shall have fifteen (15) days plus any additional time as provided by the Fund to
correct such inadequacy. In the event such inadequacy is not corrected by NISC,
the Fund shall have the right to immediately terminate this Agreement. Nothing
in this Agreement shall impose upon the Fund the obligation to review NISC's
practices, procedures and controls.
f. The official records of transactions of NISC's omnibus accounts and
the number of shares in such accounts shall be as determined by the Fund. NISC
shall bear responsibility for any discrepancies between its omnibus accounts and
the Client-shareholder accounts and for the maintenance of all records regarding
the Client-shareholders, the Client-shareholders' transactions, and the
Client-shareholders' interest in the omnibus accounts.
g. NISC assumes sole responsibility for reconciliation of customer
accounts with its omnibus account at the Fund. The Fund agrees to assist NISC
with such reconciliation where necessary.
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h. The Fund shall have sole authority and responsibility under this
Agreement for countersigning securities of the Fund, monitoring the issuance of
securities of the Fund with a view to preventing unauthorized issuance,
registering the transfer of securities of the Fund, exchanging or converting
securities of the Fund or transferring record ownership of securities of the
Fund by bookkeeping entry without physical issuance of securities certificates
of the Fund. NISC understands that the Fund does not make available certificates
for shares of the Fund.
2. Fees
a. For performance of the services described herein, NISC shall receive
a fee (the "Fee") which will be paid quarterly at the annual rate applicable to
the average aggregate daily net asset value of shares of the Fund in the
accounts for which NISC provides services. Fees are solely for shareholder
servicing and other administrative services provided by NISC and do not
constitute payment in any manner for investment advisory, distribution, trustee,
or custodial services. The terms, conditions and amounts of such payments are
set forth in Schedule A to this Agreement.
b. In computing NISC's fee, one-twelfth of the applicable fee rate set
forth in Schedule A shall be applied to the average aggregate daily net asset
value of shares of the Fund in accounts for which NISC provides services during
the quarter in question. For the quarter in which this Agreement becomes
effective or terminates, there shall be an appropriate proration based on the
number of days that the Agreement is in effect during the quarter.
c. Except as otherwise agreed in writing with the Fund with respect to
specific expenditures by NISC, NISC shall bear sole responsibility for all costs
and expenses of providing services under this Agreement.
3. Transaction Charges
NISC shall not, during the term of this Agreement, assess against, or
collect from, Client-shareholders, any transaction fee upon the purchase or
redemption of any of the Fund's shares that meet the minimum purchase criteria
set forth in this Agreement, except as noted in Section 4 below.
Client-shareholder purchases not meeting the criteria as set forth herein may be
charged a transaction fee and any such fee shall not be included in service fee
invoices presented for payment.
4. Short Term Redemptions and Transfers
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a. It is hereby agreed that NISC may apply a redemption fee for any
short-term redemption of shares purchased within specified time frames.
b. NISC reserves the right to apply a fee for the transfer of any fund
position purchased within specified time frames.
c. Any such charges shall be imposed in such manner as to make it clear
to the redeeming Client-shareholder that the fee is not being charged by the
Fund.
5. Relationship of Parties
a. The relationship between NISC and the Fund shall be that of
independent contractors and neither party shall be or represent itself to be an
agent, employee, partner or joint venturer of the other, nor shall either party
have or represent itself to have any power or authority to act for, bind or
commit the other.
b. The parties acknowledge and agree that the services under this
Agreement are recordkeeping, shareholder communication, and related services
only and are not the services of an underwriter or a principal underwriter
within the meaning of the Securities Act of 1933, as amended, or the 1940 Act.
This Agreement does not grant NISC any right to purchase shares as a principal
from the Fund, nor does it constitute NISC an agent of the Fund for purposes of
selling shares of the Fund to any dealer or to the public. To the extent NISC is
involved in the purchase of shares of any fund by Client-shareholders, such
involvement will be as agent of such Client-shareholders only.
6. Indemnification
a. NISC shall indemnify and hold harmless the Fund, its directors,
officers, employees, and agents (hereinafter "Indemnified Parties") from and
against any and all losses, claims, liabilities and expenses (including, but not
limited to, reasonable attorney's fees) incurred by any of them and arising as a
result of: (i) NISC's dissemination of information regarding the Fund that is
materially incorrect and that was not provided to NISC by the Fund, or approved
in writing by the Fund, its affiliated persons (as defined in the Investment
Company Act of 1940, as amended (the "1940 Act")) or agents; or (ii) NISC's
willful misconduct or negligence in the performance of, or failure to perform,
its obligations under this Agreement, except to the extent the losses are a
result of the negligence, willful misconduct, or breach of this Agreement by an
Indemnified Party.
b. The Fund hereby agrees to indemnify NISC against any and all losses,
claims, damages and liabilities to which NISC may become subject as a result of
any untrue statement of
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a material fact contained in the Fund's prospectus or statement of additional
information, as amended or supplemented from time to time, or the omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading.
c. In any event, neither party shall be liable for any special,
consequential or incidental damages.
7. Information to be Provided
The Fund shall provide to NISC, prior to the effectiveness of this
Agreement, or as soon thereafter as possible, a copy of the current prospectus
and statement of additional information. The Fund shall provide NISC with
written copies of any amendments to, or changes in such documents as soon as
possible after such amendments or changes become available. The Fund shall
additionally provide NISC with reasonable supplies of prospectuses upon request.
NISC shall provide the Fund with such information about the services and
activities of NISC under this agreement as the Fund shall, from time to time,
reasonable request.
8. Notices
All notices required under this Agreement must be in writing and
delivered either personally or via first class mail. Such notices will be deemed
to be received as of the date of actual receipt, or three (3) days after deposit
in the United States mail, whichever is earlier.
All such notices shall be made, if to NISC, to: Xxxxxx X. Xxxxxxx,
Senior Vice President, 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000; if to Fund, to X.X.
Xxx 0000 Xxxxxxxxxx, XX 00000-0000.
9. Nonexclusivity
Each party acknowledges that the other may enter into agreements,
similar to this one, with other parties, for the performance of services similar
to those to be provided under this Agreement.
10. Severability
If any provision of this Agreement should be invalid, illegal or in
conflict with any applicable state or federal law or regulation, such law or
regulation shall control, to the extent of such conflict, without affecting the
remaining provision of this Agreement.
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11. Licenses
NISC represents and warrants that it is a corporation duly organized
under the laws of the State of New York and is duly licensed and/or qualified
and in good standing as a broker/dealer with the SEC, the NASD and in every
state or territory of the United States of America (including the District of
Columbia) where such licensing or qualification is required and has the
requisite authority to enter into this Agreement and to carry out the services
contemplated herein.
12. Entire Agreement; Amendment
This Agreement, including any exhibits attached hereto, constitute the
entire agreement between the parties with regard to the subject matter herein.
Additionally, these materials supersede any and all agreements, representations
and warranties, wither written or oral, made prior to the execution of this
Agreement. This Agreement and the exhibits attached hereto may be amended only
by a writing signed by both parties.
13. Term and Termination
This Agreement shall become effective as of the date it is accepted by
NISC and will continue in effect until terminated in writing upon notification
by either party to the other; provided, that NISC shall be entitled to receive
all Fees it has earned up to and including the effective date of the
termination.
14. Assignability
This Agreement is not assignable by either party without the other
party's prior written consent. Any attempted assignment in contravention hereof
shall be null and void; provided, however, that NISC may assign its rights and
obligations under this Agreement to any affiliate of NISC.
15. Governing Law
This Agreement shall be governed by, and interpreted in accordance with
the laws of the State of New York, without reference to conflicts of law
provisions thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed the day and year first above written.
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NATIONAL INVESTOR SERVICES CORP.
By: /S/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Senior Vice President
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HAVEN CAPITAL MANAGEMENT
By: /S/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Title: President
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SCHEDULE A
NO TRANSACTION FEE FUND SERVICING AGREEMENT
FEE SCHEDULE
Fee payable to National Investor Services Corp. is based on the
average aggregate net asset value of the Trust included in this agreement.
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NET ASSET VALUE Rate
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Less than $50,000,000 .0035
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Less than $100,000,000 .0030
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Greater than $100,000,000 .0025
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